<PAGE>
                                                                     EXHIBIT 4.3

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






                              WASTE SERVICES, INC.,
                                    Company,


                      EACH OF THE GUARANTORS PARTY HERETO,


                                       and


                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                     Trustee

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

                                    INDENTURE

                           Dated as of April 30, 2004

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

                                  $160,000,000
                   9 1/2% Senior Subordinated Notes due 2014



--------------------------------------------------------------------------------
<PAGE>
                             CROSS-REFERENCE TABLE*

<TABLE>
<CAPTION>
Trust Indenture
Act Section                                                                    Indenture Section
<S>                                                                            <C>
310(a)(1)...................................................................             7.10
     (a)(2).................................................................             7.10
     (a)(3).................................................................             N.A.
     (a)(4).................................................................             N.A.
     (a)(5).................................................................             7.10
     (b)....................................................................             7.10
     (c)....................................................................             N.A.
311(a)......................................................................             7.11
     (b)....................................................................             7.11
     (c)....................................................................             N.A.
312(a)......................................................................             2.05
     (b)....................................................................            13.03
     (c)....................................................................            13.03
313(a)......................................................................             7.06
     (b)(1).................................................................            10.03
     (b)(2).................................................................          7.06; 7.07
     (c)....................................................................         7.06; 13.02
     (d)....................................................................             7.06
314(a)......................................................................         4.03; 4.04;
                                                                                     13.02; 13.05
     (c)(1).................................................................            13.04
     (c)(2).................................................................            13.04
     (c)(3).................................................................             N.A.
     (d)....................................................................             N.A.
     (e)....................................................................            13.05
     (f)....................................................................             N.A.
315(a)......................................................................             7.01
     (b)....................................................................         7.05; 13.02
     (c)....................................................................             7.01
     (d)....................................................................             7.01
     (e)....................................................................             6.11
316(a) (last sentence)......................................................             2.09
     (a)(1)(A)..............................................................             6.05
     (a)(1)(B)..............................................................             6.04
     (a)(2).................................................................             N.A.
     (b)....................................................................             6.07
     (c)....................................................................             N.A.
317(a)(1)...................................................................             6.08
     (a)(2).................................................................             6.09
     (b)....................................................................             2.04
318(a)......................................................................            13.01
     (b)....................................................................             N.A.
     (c)....................................................................            13.01
</TABLE>


N.A. means not applicable.
* This Cross Reference Table is not part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            Page
<S>                <C>                                                                                      <C>
                                    ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01       Definitions.......................................................................         1
Section 1.02       Other Definitions.................................................................        22
Section 1.03       Incorporation by Reference of Trust Indenture Act.................................        22
Section 1.04       Rules of Construction.............................................................        23

                                    ARTICLE 2
                                    THE NOTES

Section 2.01       Form and Dating...................................................................        23
Section 2.02       Execution and Authentication......................................................        24
Section 2.03       Registrar and Paying Agent........................................................        25
Section 2.04       Paying Agent to Hold Money in Trust...............................................        25
Section 2.05       Holder Lists......................................................................        25
Section 2.06       Transfer and Exchange.............................................................        25
Section 2.07       Replacement Notes.................................................................        37
Section 2.08       Outstanding Notes.................................................................        38
Section 2.09       Treasury Notes....................................................................        38
Section 2.10       Temporary Notes...................................................................        38
Section 2.11       Cancellation......................................................................        38
Section 2.12       Defaulted Interest................................................................        39

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01       Notices to Trustee................................................................        39
Section 3.02       Selection of Notes to Be Redeemed or Purchased....................................        39
Section 3.03       Notice of Redemption..............................................................        40
Section 3.04       Effect of Notice of Redemption....................................................        40
Section 3.05       Deposit of Redemption or Purchase Price...........................................        41
Section 3.06       Notes Redeemed or Purchased in Part...............................................        41
Section 3.07       Optional Redemption...............................................................        41
Section 3.08       Mandatory Redemption..............................................................        42
Section 3.09       Offer to Purchase by Application of Excess Proceeds...............................        42

                                    ARTICLE 4
                                    COVENANTS

Section 4.01       Payment of Notes..................................................................        44
Section 4.02       Maintenance of Office or Agency...................................................        44
Section 4.03       Reports...........................................................................        44
Section 4.04       Compliance Certificate............................................................        45
Section 4.05       Taxes.............................................................................        46
Section 4.06       Stay, Extension and Usury Laws....................................................        46
Section 4.07       Restricted Payments...............................................................        46
Section 4.08       Dividend and Other Payment Restrictions Affecting Subsidiaries....................        49
Section 4.09       Incurrence of Indebtedness and Issuance of Preferred Stock........................        51
Section 4.10       Asset Sales.......................................................................        54
</TABLE>

                                       i
<PAGE>
<TABLE>
<S>                <C>                                                                                      <C>
Section 4.11       Transactions with Affiliates......................................................        55
Section 4.12       Liens.............................................................................        57
Section 4.13       Business Activities...............................................................        57
Section 4.14       Corporate Existence...............................................................        57
Section 4.15       Offer to Repurchase Upon Change of Control........................................        57
Section 4.16       No Layering of Debt...............................................................        59
Section 4.17       Limitation on Sale and Leaseback Transactions.....................................        59
Section 4.18       Payments for Consent..............................................................        59
Section 4.19       Additional Note Guarantees........................................................        60
Section 4.20       Designation of Restricted and Unrestricted Subsidiaries...........................        60
Section 4.21       Restrictions on Capital...........................................................        60
Section 4.22       Exemption for Migration...........................................................        61

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01       Merger, Consolidation, or Sale of Assets..........................................        61
Section 5.02       Successor Corporation Substituted.................................................        62

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01       Events of Default.................................................................        62
Section 6.02       Acceleration......................................................................        64
Section 6.03       Other Remedies....................................................................        64
Section 6.04       Waiver of Past Defaults...........................................................        65
Section 6.05       Control by Majority...............................................................        65
Section 6.06       Limitation on Suits...............................................................        65
Section 6.07       Rights of Holders of Notes to Receive Payment.....................................        65
Section 6.08       Collection Suit by Trustee........................................................        66
Section 6.09       Trustee May File Proofs of Claim..................................................        66
Section 6.10       Priorities........................................................................        66
Section 6.11       Undertaking for Costs.............................................................        67

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01       Duties of Trustee.................................................................        67
Section 7.02       Rights of Trustee.................................................................        68
Section 7.03       Individual Rights of Trustee......................................................        68
Section 7.04       Trustee's Disclaimer..............................................................        68
Section 7.05       Notice of Defaults................................................................        69
Section 7.06       Reports by Trustee to Holders of the Notes........................................        69
Section 7.07       Compensation and Indemnity........................................................        69
Section 7.08       Replacement of Trustee............................................................        70
Section 7.09       Successor Trustee by Merger, etc..................................................        71
Section 7.10       Eligibility; Disqualification.....................................................        71
Section 7.11       Preferential Collection of Claims Against Company.................................        71

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01       Option to Effect Legal Defeasance or Covenant Defeasance..........................        71
Section 8.02       Legal Defeasance and Discharge....................................................        71
Section 8.03       Covenant Defeasance...............................................................        72
</TABLE>


                                       ii
<PAGE>
<TABLE>
<S>                <C>                                                                                      <C>
Section 8.04       Conditions to Legal or Covenant Defeasance........................................        72
Section 8.05       Deposited Money and Government Securities to be Held in Trust; Other Miscellaneous
                   Provisions........................................................................        73
Section 8.06       Repayment to Company..............................................................        74
Section 8.07       Reinstatement.....................................................................        74

                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01       Without Consent of Holders of Notes...............................................        75
Section 9.02       With Consent of Holders of Notes..................................................        75
Section 9.03       Compliance with Trust Indenture Act...............................................        77
Section 9.04       Revocation and Effect of Consents.................................................        77
Section 9.05       Notation on or Exchange of Notes..................................................        77
Section 9.06       Trustee to Sign Amendments, etc...................................................        77

                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01      Agreement to Subordinate..........................................................        78
Section 10.02      Liquidation; Dissolution; Bankruptcy..............................................        78
Section 10.03      Default on Designated Senior Debt.................................................        78
Section 10.04      Acceleration of Notes.............................................................        79
Section 10.05      When Distribution Must Be Paid Over...............................................        79
Section 10.06      Notice by Company.................................................................        79
Section 10.07      Subrogation.......................................................................        80
Section 10.08      Relative Rights...................................................................        80
Section 10.09      Subordination May Not Be Impaired by Company......................................        80
Section 10.10      Distribution or Notice to Representative..........................................        80
Section 10.11      Rights of Trustee and Paying Agent................................................        81
Section 10.12      Authorization to Effect Subordination.............................................        81
Section 10.13      Amendments........................................................................        81

                                   ARTICLE 11
                                 NOTE GUARANTEES

Section 11.01      Guarantee.........................................................................        81
Section 11.02      Subordination of Note Guarantee...................................................        82
Section 11.03      Limitation on Guarantor Liability.................................................        82
Section 11.04      Execution and Delivery of Note Guarantee..........................................        83
Section 11.05      Guarantors May Consolidate, etc., on Certain Terms................................        83
Section 11.06      Releases..........................................................................        84

                                   ARTICLE 12
                           SATISFACTION AND DISCHARGE

Section 12.01      Satisfaction and Discharge........................................................        84
Section 12.02      Application of Trust Money........................................................        85

                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01      Trust Indenture Act Controls......................................................        86
Section 13.02      Notices...........................................................................        86
Section 13.03      Communication by Holders of Notes with Other Holders of Notes.....................        87
Section 13.04      Certificate and Opinion as to Conditions Precedent................................        87
</TABLE>


                                      iii
<PAGE>
<TABLE>
<S>                <C>                                                                                      <C>
Section 13.05      Statements Required in Certificate or Opinion.....................................        87
Section 13.06      Rules by Trustee and Agents.......................................................        88
Section 13.07      No Personal Liability of Directors, Officers, Employees and Stockholders..........        88
Section 13.08      Governing Law.....................................................................        88
Section 13.09      No Adverse Interpretation of Other Agreements.....................................        88
Section 13.10      Successors........................................................................        88
Section 13.11      Severability......................................................................        88
Section 13.12      Counterpart Originals.............................................................        88
Section 13.13      Table of Contents, Headings, etc..................................................        88

                                    EXHIBITS

Exhibit A1         FORM OF NOTE
Exhibit A2         FORM OF REGULATION S TEMPORARY GLOBAL NOTE
Exhibit B          FORM OF CERTIFICATE OF TRANSFER
Exhibit C          FORM OF CERTIFICATE OF EXCHANGE
Exhibit D          FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR
Exhibit E          FORM OF NOTATION OF GUARANTEE
Exhibit F          FORM OF SUPPLEMENTAL INDENTURE
</TABLE>


                                       iv
<PAGE>
      INDENTURE, dated as of April 30, 2004, among Waste Services, Inc., a
Delaware corporation, the Guarantors (as defined) party hereto and Wells Fargo
Bank, National Association, as trustee.

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders (as
defined) of the 9 1/2% Senior Subordinated Notes due 2014 (the "Notes"):

                                   ARTICLE 1
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01 Definitions.

      "144A Global Note" means a Global Note substantially in the form of
Exhibit A1 hereto bearing the Global Note Legend and the Private Placement
Legend and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee that shall be issued in a denomination equal to the
outstanding principal amount of the Notes sold in reliance on Rule 144A.

      "Acquired Debt" means, with respect to any specified Person:

            (1) Indebtedness of any other Person existing at the time such other
      Person is merged with or into or became a Subsidiary of such specified
      Person, whether or not such Indebtedness is incurred in connection with,
      or in contemplation of, such other Person merging with or into, or
      becoming a Restricted Subsidiary of, such specified Person; and

            (2) Indebtedness secured by a Lien encumbering any asset acquired by
      such specified Person.

      "Additional Notes" means Notes (other than the Initial Notes) issued under
this Indenture in accordance with Sections 2.02 and 4.09 hereof, as part of the
same series as the Initial Notes.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" have correlative meanings.

      "Agent" means any Registrar, co-registrar, Paying Agent or additional
paying agent.

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

      "Asset Sale" means:

            (1) the sale, lease, conveyance or other disposition of any assets
      or rights; provided that the sale, lease, conveyance or other disposition
      of all or substantially all of the assets of the Company and its
      Restricted Subsidiaries taken as a whole shall be governed by Section 4.15
      and/or Section 5.01 hereof and not by Section 4.10 hereof; and


                                       1
<PAGE>
            (2) (a) the issuance of Equity Interests in any of the Company's
      Restricted Subsidiaries or (b) the sale of Equity Interests in any of the
      Company's Subsidiaries or, prior to the Migration, the sale of Equity
      Interests in any of Capital's Foreign Subsidiaries.

      Notwithstanding the preceding, none of the following items shall be deemed
      to be an Asset Sale:

            (1) any single transaction or series of related transactions that
      involves assets having a Fair Market Value not to exceed $2.0 million;

            (2) a transfer of assets between or among the Company and/or its
      Restricted Subsidiaries;

            (3) any sale or issuance of Equity Interests by a Restricted
      Subsidiary of the Company to the Company or to a Restricted Subsidiary of
      the Company;

            (4) the sale or lease of products, services or accounts receivable
      (including any exchange or swap of fixed tangible assets) in the ordinary
      course of business and any sale or other disposition of damaged, worn-out
      or obsolete assets in the ordinary course of business;

            (5) the sale or other disposition of cash or Cash Equivalents;

            (6) a Restricted Payment that does not violate Section 4.07 hereof
      or a Permitted Investment;

            (7) the issuance and exchange of Equity Interests of Capital or the
      Company as part of, or in connection with, the Migration (including,
      without limitation, issuances of Equity Interests of the Company from time
      to time in exchange for Capital Stock issued by Capital in connection with
      the Migration that is exchangeable for common stock of the Company);

            (8) any transfer of assets as a result of a settlement of or payment
      in respect of any property or casualty insurance claim or condemnation
      proceeding relating to any asset of the Company or any of its Restricted
      Subsidiaries;

            (9) the release, surrender or waiver of contract, tort or other
      claims of any kind as a result of the settlement of any litigation or
      threatened litigation;

            (10) the granting or existence of Liens (and sales of assets
      resulting from a foreclosure upon such Liens) not prohibited by this
      Indenture; and

            (11) the licensing of intellectual property to third Persons on
      customary terms as determined by the Board of Directors in good faith.

      "Attributable Debt" in respect of a sale and leaseback transaction means,
at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has
been extended or may, at the option of the lessor, be extended. Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP; provided,
however, that if such sale and leaseback transaction results in a Capital Lease
Obligation, the amount of Indebtedness represented thereby shall be determined
in accordance with the definition of "Capital Lease Obligation."


                                       2
<PAGE>
      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for the relief of debtors.

      "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and
Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only after the passage of time. The terms "Beneficially Owns" and
"Beneficially Owned" have a corresponding meaning.

      "Board of Directors" means:

            (1) with respect to a corporation, the board of directors of the
      corporation or any committee thereof duly authorized to act on behalf of
      such board;

            (2) with respect to a partnership, the Board of Directors of the
      general partner of the partnership;

            (3) with respect to a limited liability company, the managing member
      or members or any controlling committee of managing members thereof; and

            (4) with respect to any other Person, the board or committee of such
      Person serving a similar function.

      "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

      "Business Day" means any day other than a Legal Holiday.

      "Capital" means Capital Environmental Resource Inc.

      "Capital Lease Obligation" means, at the time any determination is to be
made, the amount of the liability in respect of a capital lease that would at
that time be required to be capitalized on a balance sheet prepared in
accordance with GAAP, and the Stated Maturity thereof shall be the date of the
last payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be prepaid by the lessee without payment of a
penalty.

      "Capital Stock" means:

            (1) in the case of a corporation, corporate stock;

            (2) in the case of an association or business entity, any and all
      shares, interests, participations, rights or other equivalents (however
      designated) of corporate stock;

            (3) in the case of a partnership or limited liability company,
      partnership interests (whether general or limited) or membership
      interests; and

            (4) any other interest or participation that confers on a Person the
      right to receive a share of the profits and losses of, or distributions of
      assets of, the issuing Person, but excluding from all of the foregoing any
      debt securities convertible into Capital Stock, whether or not such debt
      securities include any right of participation with Capital Stock.


                                       3
<PAGE>
      "Cash Equivalents" means:

            (1) United States dollars and any other currency that is convertible
      into United States dollars without legal restrictions and that is used by
      the Company or any of its Restricted Subsidiaries in the ordinary course
      of business;

            (2) securities issued or directly and fully guaranteed or insured by
      the United States government or the government of Canada or any agency or
      instrumentality of the United States government or the government of
      Canada, as the case may be (provided that the full faith and credit of the
      United States or Canada, as the case may be, is pledged in support of
      those securities) having maturities of not more than one year from the
      date of acquisition;

            (3) certificates of deposit and eurodollar time deposits with
      maturities of six months or less from the date of acquisition, bankers'
      acceptances with maturities not exceeding six months, time deposits and
      overnight bank deposits, in each case, with any lender party to the Credit
      Agreement or with any commercial bank organized under the laws of the
      United States or any state thereof or that is a bank listed in Schedule I
      of the Bank Act (Canada) and having capital and surplus in excess of
      $500.0 million;

            (4) repurchase obligations with a term of not more than 30 days for
      underlying securities issued or fully guaranteed or insured by the United
      States of America or the government of Canada and entered into with any
      financial institution meeting the qualifications specified in clause (3)
      above;

            (5) commercial paper rated at least P-2 by Moody's Investors
      Service, Inc. or A-2 by Standard & Poor's Rating Services or R-1 by
      Dominion Bond Rating Service Limited, or carrying an equivalent rating by
      a nationally recognized rating agency (if all of the three named rating
      agencies cease publishing ratings of commercial paper issuers generally),
      and, in each case, maturing within six months after the date of
      acquisition;

            (6) securities with maturities of not more than one year from the
      date of acquisition issued or fully guaranteed by any state, province,
      commonwealth or territory of the United States or Canada, by any political
      subdivision or taxing authority of any such state, province, commonwealth
      or territory or by any foreign government, the securities of which state,
      province, commonwealth, territory, political subdivision, taxing authority
      or foreign government (as the case may be) are rated at least A by
      Standard & Poor's Ratings Services, A by Moody's Investors Service, Inc.
      or A by Dominion Bond Rating Service Limited;

            (7) securities with maturities of six months or less from the date
      of acquisition backed by standby letters of credit issued by any lender
      under the Credit Agreement or any commercial bank satisfying the
      requirements of clause (3) above; and

            (8) money market funds or similar funds at least 95% of the assets
      of which constitute Cash Equivalents of the kinds described in clauses (1)
      through (7) of this definition.

      "Change of Control" means the occurrence of any of the following:

            (1) the direct or indirect sale, lease, transfer, conveyance or
      other disposition (other than by way of merger or consolidation), in one
      or a series of related transactions, of all or substantially all of the
      properties or assets of the Company and its Subsidiaries taken as a whole
      to any "person" (as that term is used in Section 13(d) of the Exchange
      Act);


                                       4
<PAGE>
            (2) the adoption of a plan relating to the liquidation or
      dissolution of the Company;

            (3) (a) prior to the Migration, (i) the consummation of any
      transaction (including, without limitation, any merger or consolidation),
      the result of which is that any "person" (as defined above) becomes the
      Beneficial Owner, directly or indirectly, of more than 50% of the Voting
      Stock of Capital, measured by voting power rather than number of shares or
      (ii) the Company ceases to be a Subsidiary of Capital or (b) subsequent to
      the Migration, the consummation of any transaction (including, without
      limitation, any merger or consolidation), the result of which is that any
      "person" (as defined above) becomes the Beneficial Owner, directly or
      indirectly, of more than 50% of the Voting Stock of the Company, measured
      by voting power rather than number of shares; or

            (4) after the Migration, the first day on which a majority of the
      members of the Board of Directors of the Company are not Continuing
      Directors.

      For the purposes of this definition, the Migration shall not constitute a
Change of Control.

      "Clearstream" means Clearstream Banking, S.A.

      "Company" means Waste Services, Inc. and any and all successors thereto.

      "Consolidated Cash Flow" means, with respect to any specified Person for
any period, the Consolidated Net Income of such Person for such period plus,
without duplication:

            (1) an amount equal to any extraordinary loss plus any net loss
      realized by such Person or any of its Restricted Subsidiaries in
      connection with an Asset Sale, to the extent such losses were deducted in
      computing such Consolidated Net Income; plus

            (2) provision for taxes based on income or profits of such Person
      and its Restricted Subsidiaries for such period, to the extent that such
      provision for taxes was deducted in computing such Consolidated Net
      Income; plus

            (3) the Fixed Charges of such Person and its Restricted Subsidiaries
      for such period, to the extent that such Fixed Charges were deducted in
      computing such Consolidated Net Income; plus

            (4) depreciation, amortization (including amortization of goodwill
      and other intangibles but excluding amortization of prepaid cash expenses
      that were paid in a prior period) and other non-cash expenses (excluding
      any such non-cash expense to the extent that it represents an accrual of
      or reserve for cash expenses in any future period or amortization of a
      prepaid cash expense that was paid in a prior period) of such Person and
      its Restricted Subsidiaries for such period to the extent that such
      depreciation, amortization and other non-cash expenses were deducted in
      computing such Consolidated Net Income; plus

            (5) unrealized non-cash losses resulting from foreign currency
      balance sheet adjustments required by GAAP to the extent such losses were
      deducted in computing such Consolidated Net Income; plus

            (6) any non-recurring costs and expenses of the Company and/or
      Capital and its Restricted Subsidiaries incurred in connection with the
      Migration; minus


                                       5
<PAGE>
            (7) non-cash items increasing Consolidated Net Income for such
      period, other than the accrual of revenue in the ordinary course of
      business,

      in each case, on a consolidated basis and determined in accordance with
      GAAP.

      "Consolidated Net Income" means, with respect to any specified Person for
any period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

            (1) the Net Income (or loss) of any Person that is not a Restricted
      Subsidiary or that is accounted for by the equity method of accounting
      shall be included only to the extent of the amount of dividends or similar
      distributions paid in cash to the specified Person or a Restricted
      Subsidiary of the Person;

            (2) the Net Income of any Restricted Subsidiary shall be excluded to
      the extent that the declaration or payment of dividends or similar
      distributions by that Restricted Subsidiary of that Net Income is not at
      the date of determination permitted without any prior governmental
      approval (that has not been obtained) or, directly or indirectly, by
      operation of the terms of its charter or any agreement, instrument,
      judgment, decree, order, statute, rule or governmental regulation
      applicable to that Restricted Subsidiary or its stockholders;

            (3) the cumulative effect of a change in accounting principles shall
      be excluded; and

            (4) notwithstanding clause (1) above, the Net Income of any
      Unrestricted Subsidiary shall be excluded, whether or not distributed to
      the specified Person or one of its Subsidiaries.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors of the Company who:

            (1) was a member of such Board of Directors on the date of the
      consummation of the Migration; or

            (2) was nominated for election or elected to such Board of Directors
      with the approval of a majority of the Continuing Directors who were
      members of such Board of Directors at the time of such nomination or
      election.

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

      "Credit Agreement" means that Amended And Restated Credit Agreement, dated
as of the date of this Indenture, among Capital, the Company, the banks and
other financial institutions or entities from time to time parties thereto,
Lehman Brothers Inc., as exclusive advisor, sole lead arranger and sole
bookrunner, CIBC World Markets Corp., as syndication agent, and Lehman
Commercial Paper Inc., as administrative agent, providing for up to $160.0
million of revolving credit and term loan borrowings, and up to an additional
$50.0 million of borrowings (subject to satisfaction of certain conditions set
forth therein), including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and, in each case,
as amended, restated, modified, renewed, refunded, replaced (whether upon or
after termination or otherwise) or refinanced (including by means of sales of
debt securities to institutional investors and including any agreement to extend
the maturity thereof or adding additional borrowers or guarantors) in whole or
in part from time to time.


                                       6
<PAGE>
      "Credit Facilities" means, one or more debt facilities (including, without
limitation, the Credit Agreement) or commercial paper facilities, in each case,
with banks or other institutional lenders or investors providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such banks, lenders or investors or to special purpose entities
formed to borrow from such entities against such receivables) or letters of
credit, in each case, as amended, restated, modified, renewed, refunded,
replaced (whether upon or after termination or otherwise) or refinanced
(including by means of sales of debt securities to institutional investors and
including any agreement to extend the maturity thereof or adding additional
borrowers or guarantors) in whole or in part from time to time.

      "Custodian" means the Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

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

      "Definitive Note" means a certificated Note registered in the name of the
Holder thereof and issued in accordance with Section 2.06 hereof, substantially
in the form of Exhibit A1 hereto except that such Note shall not bear the Global
Note Legend and shall not have the "Schedule of Exchanges of Interests in the
Global Note" attached thereto.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 hereof as the
Depositary with respect to the Notes, and any and all successors thereto
appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

      "Designated Senior Debt" means:

            (1) any Indebtedness outstanding under the Credit Facilities; and

            (2) after payment in full of all Obligations under the Credit
      Agreement, any other Senior Debt permitted under this Indenture the
      principal amount of which is $25.0 million or more and that has been
      designated by the Company as "Designated Senior Debt."

      "Disqualified Stock" means any Capital Stock that, 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 of the Capital Stock),
or upon the happening of any event, matures or is mandatorily redeemable,
pursuant to a sinking fund obligation or otherwise, or redeemable at the option
of the holder of the Capital Stock, in whole or in part, on or prior to the date
that is 91 days after the date on which the Notes mature. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders of the Capital Stock have the right to require the
Company (or, prior to the Migration, Capital) to repurchase such Capital Stock
upon the occurrence of a change of control or an asset sale shall not constitute
Disqualified Stock if the terms of such Capital Stock provide that the Company
or Capital, as the case may be, may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 4.07 hereof. The amount of Disqualified Stock deemed to be
outstanding at any time for purposes of this Indenture shall be the maximum
amount that the Company and its Restricted Subsidiaries or Capital and its
Restricted Subsidiaries, as the case may be, may become obligated to pay upon
the maturity of, or pursuant to any mandatory redemption provisions of, such
Disqualified Stock, exclusive of accrued dividends.


                                       7
<PAGE>
      "Domestic Subsidiary" means any Restricted Subsidiary of the Company that
was formed under the laws of the United States or any state of the United States
or the District of Columbia or that guarantees or otherwise provides direct
credit support for any Indebtedness of the Company.

      "Equity Interests" means Capital Stock and all warrants, options or other
rights to acquire Capital Stock (but excluding any debt security that is
convertible into, or exchangeable for, Capital Stock).

      "Equity Offering" means public or private sale of Capital Stock (other
than Disqualified Stock) made for cash on a primary basis by the Company after
the date of this Indenture.

      "Euroclear" means Euroclear Bank, S.A./N.V., as operator of the Euroclear
system.

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

      "Exchange Notes" means the notes issued in the Exchange Offer pursuant to
Section 2.06(f) hereof.

      "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

      "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

      "Existing Indebtedness" means Indebtedness of Capital, the Company and
their respective Subsidiaries (other than Indebtedness under the Credit
Agreement) in existence on the date of this Indenture, until such amounts are
repaid.

      "Fair Market Value" means the value that would be paid by a willing buyer
to an unaffiliated willing seller in a transaction not involving distress or
necessity of either party, determined in good faith by the Board of Directors of
the Company (unless otherwise provided in this Indenture).

      "Fixed Charge Coverage Ratio" means with respect to any specified Person
for any period, the ratio of the Consolidated Cash Flow of such Person for such
period to the Fixed Charges of such Person for such period. In the event that
the specified Person or any of its Restricted Subsidiaries incurs, assumes,
guarantees, repays, repurchases, redeems, defeases or otherwise discharges any
Indebtedness (other than ordinary working capital borrowings) or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase, redemption, defeasance or other
discharge of Indebtedness, or such issuance, repurchase or redemption of
preferred stock, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of such reference period.

      In addition, for purposes of calculating the Fixed Charge Coverage Ratio:

            (1) acquisitions that have been made by the specified Person or any
      of its Restricted Subsidiaries, including through mergers or
      consolidations, or any Person or any of its Restricted Subsidiaries
      acquired by the specified Person or any of its Restricted Subsidiaries,
      and including any related financing transactions and including increases
      in ownership of Restricted Subsidiaries, during the four-quarter reference
      period or subsequent to such reference period and on or prior to the
      Calculation Date shall be given pro forma effect (in accordance with
      Regulation


                                       8
<PAGE>
      S-X under the Securities Act) as if they had occurred on the first day of
      the four-quarter reference period;

            (2) the Consolidated Cash Flow attributable to discontinued
      operations, as determined in accordance with GAAP, and operations or
      businesses (and ownership interests therein) disposed of prior to the
      Calculation Date, shall be excluded;

            (3) the Fixed Charges attributable to discontinued operations, as
      determined in accordance with GAAP, and operations or businesses (and
      ownership interests therein) disposed of prior to the Calculation Date,
      shall be excluded, but only to the extent that the obligations giving rise
      to such Fixed Charges shall not be obligations of the specified Person or
      any of its Restricted Subsidiaries following the Calculation Date;

            (4) any Person that is a Restricted Subsidiary of the Specified
      Person on the Calculation Date shall be deemed to have been a Restricted
      Subsidiary of the Specified Person at all times during such period;

            (5) any Person that is not a Restricted Subsidiary of the Specified
      Person on the Calculation Date shall be deemed not to have been a
      Restricted Subsidiary of the Specified Person at any time during such
      four-quarter period; and

            (6) if any Indebtedness bears a floating rate of interest, the
      interest expense on such Indebtedness shall be calculated as if the rate
      in effect on the Calculation Date had been the applicable rate for the
      entire period (taking into account any Hedging Obligation applicable to
      such Indebtedness if such Hedging Obligation has a remaining term as at
      the Calculation Date in excess of 12 months).

      "Fixed Charges" means, with respect to any specified Person for any
period, the sum, without duplication, of:

            (1) the consolidated interest expense (excluding Kelso Dividends) of
      such Person and its Restricted Subsidiaries for such period, whether paid
      or accrued, including, without limitation, amortization of debt issuance
      costs and original issue discount, non-cash interest payments, the
      interest component of any deferred payment obligations, the interest
      component of all payments associated with Capital Lease Obligations,
      imputed interest with respect to Attributable Debt, commissions, discounts
      and other fees and charges incurred in respect of letter of credit or
      bankers' acceptance financings, and net of the effect of all payments made
      or received pursuant to Hedging Obligations in respect of interest rates;
      plus

            (2) the consolidated interest expense (excluding Kelso Dividends) of
      such Person and its Restricted Subsidiaries that was capitalized during
      such period; plus

            (3) any interest on Indebtedness of another Person that is
      guaranteed by such Person or one of its Restricted Subsidiaries or secured
      by a Lien on assets of such Person or one of its Restricted Subsidiaries,
      whether or not such Guarantee or Lien is called upon; plus

            (4) the product of (a) all dividends on any series of preferred
      stock of such Person or any of its Restricted Subsidiaries, (other than
      Kelso Dividends and any other dividends on Equity Interests payable solely
      in Equity Interests of such Person (other than Disqualified Stock) or to
      such Person or a Restricted Subsidiary of such Person), times (b) a
      fraction, the numerator of which is one and the denominator of which is
      one minus the then current combined federal, state


                                       9
<PAGE>
      and local statutory tax rate of such Person, expressed as a decimal, in
      each case, determined on a consolidated basis in accordance with GAAP.

      "Foreign Subsidiary" means any direct Subsidiary of Capital that is not a
Domestic Subsidiary and any Subsidiary of such direct Subsidiary.

      "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, the opinions and pronouncements of
the Public Company Accounting Oversight Board and statements and pronouncements
of the Financial Accounting Standards Board or in such other statements by such
other entity as have been approved by a significant segment of the accounting
profession, which are in effect from time to time.

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

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes deposited with or on
behalf of and registered in the name of the Depository or its nominee,
substantially in the form of Exhibit A1 hereto and that bears the Global Note
Legend and that has the "Schedule of Exchanges of Interests in the Global Note"
attached thereto, issued in accordance with Section 2.01, 2.06(b)(4), 2.06(d)(2)
or 2.06(f) hereof.

      "Government Securities" means direct obligations of, or obligations
guaranteed by, the United States of America, and the payment for which the
United States pledges its full faith and credit.

      "Guarantee" means a guarantee other than by endorsement of negotiable
instruments for collection in the ordinary course of business, direct or
indirect, in any manner including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof, of all or any part of any Indebtedness (whether arising by virtue of
partnership arrangements, or by agreements to keep-well, to purchase assets,
goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

      "Guarantors" means each of:

            (1) Capital and its Foreign Subsidiaries, in each case, prior to the
      Migration;

            (2) the current and future Domestic Subsidiaries of the Company; and

            (3) any other Subsidiary of the Company that executes a Note
      Guarantee in accordance with the provisions of this Indenture,

      and their respective successors and assigns, in each case, until the Note
Guarantee of such Person has been released in accordance with the provisions of
this Indenture.

      "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under:

            (1) interest rate swap agreements (whether from fixed to floating or
      from floating to fixed), interest rate cap agreements and interest rate
      collar agreements;


                                       10
<PAGE>
            (2) other agreements or arrangements designed to manage interest
      rates or interest rate risk; and

            (3) other agreements or arrangements designed to protect such Person
      against fluctuations in currency exchange rates or commodity prices.

      "Holder" means a Person in whose name a Note is registered.

      "IAI Global Note" means a Global Note substantially in the form of Exhibit
A1 hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of and registered in the name of the Depositary or
its nominee that shall be issued in a denomination equal to the outstanding
principal amount of the Notes sold to Institutional Accredited Investors.

      "Indebtedness" means, with respect to any specified Person, any
indebtedness of such Person (excluding accrued expenses and trade payables),
whether or not contingent:

            (1) in respect of borrowed money;

            (2) evidenced by bonds, notes, debentures or similar instruments or
      letters of credit (or reimbursement agreements in respect thereof);

            (3) in respect of banker's acceptances;

            (4) representing Capital Lease Obligations or Attributable Debt in
      respect of sale and leaseback transactions;

            (5) representing the balance deferred and unpaid of the purchase
      price of any property or services due more than six months after such
      property is acquired or such services are completed; or

            (6) representing any Hedging Obligations,

      if and to the extent any of the preceding items (other than letters of
credit, Attributable Debt and Hedging Obligations) would appear as a liability
upon a balance sheet of the specified Person prepared in accordance with GAAP.
In addition, the term "Indebtedness" includes all Indebtedness of others secured
by a Lien on any asset of the specified Person (whether or not such Indebtedness
is assumed by the specified Person) and, to the extent not otherwise included,
the Guarantee by the specified Person of any Indebtedness of any other Person.

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

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

      "Initial Notes" means the first $160.0 million aggregate principal amount
of Notes issued under this Indenture on the date hereof.

      "Initial Purchasers" means Lehman Brothers Inc. and CIBC World Markets
Corp.

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


                                       11
<PAGE>
      "Investments" means, with respect to any Person, all direct or indirect
investments by such Person in other Persons (including Affiliates) in the forms
of loans (including Guarantees or other obligations), advances or capital
contributions (excluding commission, travel and similar advances to officers and
employees made in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or would be classified as
investments on a balance sheet prepared in accordance with GAAP. If the Company
or any Restricted Subsidiary of the Company sells or otherwise disposes of any
Equity Interests of any direct or indirect Subsidiary of the Company such that,
after giving effect to any such sale or disposition, such Person is no longer a
Subsidiary of the Company, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the Fair Market
Value of the Company's Investments in such Subsidiary that were not sold or
disposed of in an amount determined as provided in the final paragraph of
Section 4.07 hereof. Except as otherwise provided in this Indenture, the amount
of an Investment shall be determined at the time the Investment is made and
without giving effect to subsequent changes in value.

      "Kelso Dividends" means (a) dividends payable by the Company on Kelso
Preferred Stock pursuant to the Kelso Preferred Stock Documents (whether paid or
accrued and whether payable in the form of cash dividends or payments-in-kind)
and (b) any accretion of discount or amortization of financing costs related to
the Kelso Preferred Stock.

      "Kelso Preferred Stock" means the Series A Preferred Stock of the Company
issued, paid-in-kind or accruing pursuant to the terms of the Kelso Preferred
Stock Documents.

      "Kelso Preferred Stock Documents" means collectively (a) the Preferred
Subscription Agreement, dated as of May 6, 2003, among the Company, Capital,
Kelso Investment Associates VI, L.P. and KEP VI, LLC, as amended by Amendment
No. 1 to the Preferred Subscription Agreement, dated as of February 13, 2004,
(b) the Amended and Restated Certificate of Designations of the Powers,
Preferences and Other Special Rights of the Series A Preferred Stock and the
Qualifications, Limitations and Restrictions Thereof, as executed by the Company
on April 30, 2004, (c) the Registration Rights Agreement, dated as of May 6,
2003, among the Company, Capital, Kelso Investment Associates VI, L.P. and KEP
VI, LLC and (d) the Warrant Agreement, dated as of May 6, 2003, among the
Company, Capital, Kelso Investment Associates VI, L.P. and KEP VI, LLC, in each
case of clauses (a) through (d), as such agreements or instruments are in effect
on the date of this Indenture or as amended, modified or replaced by any
amendment, modification or replacement to such agreements or instruments (so
long as such amendment, modification or replacement is not disadvantageous to
the Holders of the Notes in any material respect).

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

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

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


                                       12
<PAGE>
agreement to give any financing statement under the Uniform Commercial Code (or
equivalent statutes) of any jurisdiction.

      "Liquidated Damages" means all liquidated damages then owing pursuant to
Section 5 of the Registration Rights Agreement.

      "Migration" means the reorganization in which Capital and its Foreign
Subsidiaries shall become Subsidiaries of the Company by way of a plan of
arrangement under the Business Corporations Act (Ontario) and as approved by the
Ontario Superior Court of Justice.

      "Moody's" means Moody's Investors Service, Inc.

      "Net Income" means, with respect to any specified Person, the net income
(loss) of such Person, determined in accordance with GAAP but before any
reduction in respect of preferred stock dividends (whether paid or accrued and
whether payable in the form of cash dividends or payments-in-kind (including
Kelso Dividends)), excluding, however:

            (1) any gain (but not loss), together with any related provision for
      taxes on such gain (but not loss), realized in connection with: (a) any
      Asset Sale; or (b) the disposition of any securities by such Person or any
      of its Restricted Subsidiaries or the extinguishment of any Indebtedness
      of such Person or any of its Restricted Subsidiaries; and

            (2) any extraordinary gain (but not loss), together with any related
      provision for taxes on such extraordinary gain (but not loss).

      "Net Proceeds" means the aggregate cash proceeds received by the Company
or any of its Restricted Subsidiaries in respect of any Asset Sale (including,
without limitation, any cash received upon the sale or other disposition of any
non-cash consideration received in any Asset Sale), net of the direct costs
relating to such Asset Sale, including, without limitation, legal, accounting
and investment banking fees, and sales commissions, and any relocation expenses
incurred as a result of the Asset Sale, taxes paid or payable as a result of the
Asset Sale, in each case, after taking into account any available tax credits or
deductions and any tax sharing arrangements, and amounts required to be applied
to the repayment of Indebtedness, other than Senior Debt, secured by a Lien on
the asset or assets that were the subject of such Asset Sale and any reserve for
adjustment in respect of the sale price of such asset or assets established in
accordance with GAAP.

      "Non-Recourse Debt" means Indebtedness:

            (1) as to which neither the Company nor any of its Restricted
      Subsidiaries (a) provides credit support of any kind (including any
      undertaking, agreement or instrument that would constitute Indebtedness),
      (b) is directly or indirectly liable as a guarantor or otherwise, or (c)
      constitutes the lender;

            (2) no default with respect to which (including any rights that the
      holders of the Indebtedness may have to take enforcement action against
      the relevant Unrestricted Subsidiary) would permit upon notice, lapse of
      time or both any holder of any other Indebtedness of the Company or any of
      its Restricted Subsidiaries to declare a default on such other
      Indebtedness or cause the payment of the Indebtedness to be accelerated or
      payable prior to its Stated Maturity; and


                                       13
<PAGE>
            (3) as to which the lenders have been notified in writing that they
      shall not have any recourse to the stock or assets of the Company or any
      of its Restricted Subsidiaries.

      "Non-U.S. Person" means a Person who is not a U.S. Person.

      "Note Guarantee" means the Guarantee by each Guarantor of the Company's
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

      "Notes" has the meaning assigned to it in the preamble to this Indenture.
The Initial Notes and the Additional Notes shall be treated as a single class
for all purposes under this Indenture, and unless the context otherwise
requires, all references to the Notes shall include the Initial Notes and any
Additional Notes.

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

      "Offering Memorandum" means the final Offering Memorandum of the Company
dated April 26, 2004 with respect to the Notes.

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

      "Officers' Certificate" means a certificate signed on behalf of the
Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer or the
principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.

      "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 13.05 hereof.
The counsel may be an employee of or counsel to the Company, any Subsidiary of
the Company or the Trustee.

      "Participant" means, with respect to the Depositary, Euroclear or
Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to DTC, shall include Euroclear and
Clearstream).

      "Permitted Business" means the business of Capital or the Company and the
Subsidiaries of either engaged in on the date of this Indenture and any other
activities that are similar, ancillary or reasonably related to such business.

      "Permitted Investments" means:

            (1) any Investment in the Company or in a Restricted Subsidiary of
      the Company;

            (2) any Investment in Cash Equivalents;

            (3) any Investment by the Company or any Restricted Subsidiary of
      the Company in a Person, if as a result of such Investment:

                  (a) such Person becomes a Restricted Subsidiary of the
            Company; or


                                       14
<PAGE>
                  (b) such Person is merged, consolidated or amalgamated with or
            into, or transfers or conveys substantially all of its assets to, or
            is liquidated into, the Company or a Restricted Subsidiary of the
            Company;

            (4) any Investment made as a result of the receipt of non-cash
      consideration from (a) an Asset Sale that was made pursuant to and in
      compliance with Section 4.10 hereof or (b) any transaction not
      constituting an Asset Sale by reason of the $2.0 million threshold
      contained in the definition thereof,

            (5) any acquisition of assets or Capital Stock solely in exchange
      for the issuance of Equity Interests (other than Disqualified Stock) of
      the Company, or, prior to the Migration, Capital (to the extent such
      Equity Interests of Capital are converted into Equity Interests of the
      Company upon consummation of the Migration);

            (6) any Investments received in compromise or resolution of (a)
      obligations of trade creditors or customers that were incurred in the
      ordinary course of business of the Company or any of its Restricted
      Subsidiaries, including pursuant to any plan of reorganization or similar
      arrangement upon the bankruptcy or insolvency of any trade creditor or
      customer; or (b) litigation, arbitration or other disputes with Persons
      who are not Affiliates;

            (7) Investments represented by Hedging Obligations;

            (8) loans or advances to employees of the Company or any Restricted
      Subsidiary of the Company made in the ordinary course of business of the
      Company or the Restricted Subsidiary of the Company (including, without
      limitation, for travel, entertainment and relocation expenses) in an
      aggregate principal amount not to exceed $2.0 million at any one time
      outstanding;

            (9) repurchases of the Notes;

            (10) extensions of trade credit in the ordinary course;

            (11) Investments existing on the date of this Indenture and any
      renewal or replacement thereof on terms and conditions not materially less
      favorable than that being renewed or replaced;

            (12) Investments represented by accounts receivable created or
      acquired in the ordinary course of business; intercompany Indebtedness to
      the extent permitted by Section 4.09 hereof, Investments in prepaid
      expenses, negotiable instruments held for collection and lease, utility
      and workers' compensation, performance and other similar deposits made in
      the ordinary course of business and Investments to secure participation in
      government reimbursement programs; Investments by any qualified or
      nonqualified benefit plan established by the Company or its Restricted
      Subsidiaries made in accordance with the terms of such plan, or any
      Investments made by the Company or any Restricted Subsidiary in connection
      with the funding thereof;

            (13) Investments of a Person or any of its Subsidiaries existing at
      the time such Person becomes a Restricted Subsidiary or at the time such
      Person merges or consolidates with the Company or any of its Restricted
      Subsidiaries, in either case, in compliance with this Indenture; provided
      that such Investments were not made by such Person in connection with, or
      in anticipation or contemplation of, such Person becoming a Restricted
      Subsidiary or such merger or consolidation; and


                                       15
<PAGE>
            (14) other Investments in any Person having an aggregate Fair Market
      Value (measured on the date each such Investment was made and without
      giving effect to subsequent changes in value), when taken together with
      all other Investments made pursuant to this clause (14) that are at the
      time outstanding not to exceed $15.0 million.

      "Permitted Junior Securities" means:

            (1) Equity Interests in the Company or any Guarantor; or

            (2) debt securities of the Company or any Guarantor that are
      subordinated to all Senior Debt and any debt securities issued in exchange
      for Senior Debt to substantially the same extent as, or to a greater
      extent than, the Notes and the Note Guarantees are subordinated to Senior
      Debt under this Indenture.

      "Permitted Liens" means:

            (1) Liens on assets of the Company or any of its Restricted
      Subsidiaries securing Senior Debt that was permitted by the terms of this
      Indenture to be incurred and other Obligations with respect thereto;

            (2) Liens in favor of the Company or the Guarantors;

            (3) Liens on property of a Person existing at the time such Person
      is merged with or into or consolidated with the Company or any Restricted
      Subsidiary of the Company; provided that such Liens were in existence
      prior to the contemplation of such merger or consolidation and do not
      extend to any assets other than those of the Person merged into or
      consolidated with the Company or the Restricted Subsidiary;

            (4) Liens on property (including Capital Stock) existing at the time
      of acquisition of the property by the Company or any Restricted Subsidiary
      of the Company; provided that such Liens were in existence prior to, and
      not incurred in contemplation of, such acquisition;

            (5) Liens to secure the performance of statutory obligations, surety
      or appeal bonds, completion guarantees, performance bonds, bids, leases,
      government contracts or other obligations of a like nature incurred in the
      ordinary course of business (including Liens securing letters of credit
      issued in the ordinary course of business in connection therewith);

            (6) Liens to secure Indebtedness (including Capital Lease
      Obligations) permitted by clause (4) of Section 4.09(b) hereof covering
      only the assets acquired with or financed by such Indebtedness;

            (7) Liens existing on the date of this Indenture;

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

            (9) Liens imposed by law, such as carriers', warehousemen's,
      landlord's, materialman's, repairman's, mechanic's Liens or other like
      Liens, in each case, incurred in the ordinary course of business;


                                       16
<PAGE>
            (10) survey exceptions, easements or reservations of, or rights of
      others for, licenses, rights-of-way, sewers, electric lines, telegraph and
      telephone lines and other similar purposes, or zoning or other
      restrictions as to the use of real property that were not incurred in
      connection with Indebtedness and that do not in the aggregate materially
      adversely affect the value of said properties or materially impair their
      use in the operation of the business of such Person;

            (11) Liens created for the benefit of (or to secure) the Notes or
      the Note Guarantees;

            (12) Liens to secure any Permitted Refinancing Indebtedness
      permitted to be incurred under this Indenture; provided, however, that:

                  (a) the new Lien shall be limited to all or part of the same
            property and assets that secured or, under the written agreements
            pursuant to which the original Lien arose, could secure the original
            Lien (plus improvements and accessions to, such property or proceeds
            or distributions thereof); and

                  (b) the Indebtedness secured by the new Lien is not increased
            to any amount greater than the sum of (x) the outstanding principal
            amount, or, if greater, committed amount, of the Permitted
            Referencing Indebtedness and (y) an amount necessary to pay any fees
            and expenses, including premiums, related to such renewal,
            refunding, refinancing, replacement, defeasance or discharge;

            (13) Liens arising from Uniform Commercial Code financing statement
      filings (or financing statement filings or the equivalent in other
      jurisdictions) by lessors regarding operating leases entered into by such
      lessors and the Company or any of its Restricted Subsidiaries in the
      ordinary course of business;

            (14) Liens on assets of Unrestricted Subsidiaries that secure
      Non-Recourse Debt of such Unrestricted Subsidiaries;

            (15) Liens incurred or deposits made in connection with workers'
      compensation, unemployment insurance or other social security legislation;

            (16) any interest or title of a lessor under any lease entered into
      in the ordinary course of business and covering only the assets so leased;

            (17) advance deposits made in connection with any Investment
      permitted under Section 4.07 hereof;

            (18) Liens on any landfill acquired after the date of this Indenture
      securing reasonable royalty or similar payments (determined by reference
      to volume or weight utilized) due to the seller of such landfill as a
      consequence of such acquisition;

            (19) judgment Liens not giving rise to an Event of Default;

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


                                       17
<PAGE>

            (21) Liens created or incurred on the assets of a captive
      self-insurance Subsidiary of the Company or any Restricted Subsidiary of
      the Company to secure its insurance obligations or satisfy applicable
      insurance law or regulatory requirements; and

            (22) Liens incurred by the Company or any Restricted Subsidiary of
      the Company securing obligations that do not exceed $10.0 million at any
      one time outstanding.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, renew, refund, refinance, replace, defease
or discharge other Indebtedness of the Company or any of its Restricted
Subsidiaries (other than intercompany Indebtedness); provided that:

            (1) the principal amount (or accreted value, if applicable) of such
      Permitted Refinancing Indebtedness does not exceed the principal amount
      (or accreted value, if applicable) of the Indebtedness extended, renewed,
      refunded, refinanced, replaced, defeased or discharged (plus all accrued
      interest on the Indebtedness and the amount of all fees and expenses, and
      premiums incurred in connection therewith);

            (2) such Permitted Refinancing Indebtedness has a final maturity
      date later than the final maturity date of, and has a Weighted Average
      Life to Maturity equal to or greater than the Weighted Average Life to
      Maturity of, the Indebtedness being extended, renewed, refunded,
      refinanced, replaced, defeased or discharged;

            (3) if the Indebtedness being extended, renewed, refunded,
      refinanced, replaced, defeased or discharged is subordinated in right of
      payment to the Notes, such Permitted Refinancing Indebtedness is
      subordinated in right of payment to, the Notes on terms at least as
      favorable to the Holders of Notes as those contained in the documentation
      governing the Indebtedness being extended, renewed, refunded, refinanced,
      replaced, defeased or discharged; and

            (4) such Indebtedness is incurred either by the Company or by the
      Restricted Subsidiary who is the obligor on the Indebtedness being
      extended, renewed, refunded, refinanced, replaced, defeased or discharged.

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

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

      "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

      "Registration Rights Agreement" means the Registration Rights Agreement,
dated as of the date of this Indenture, among the Company, the Guarantors and
the Initial Purchasers, as such agreement may be amended, modified or
supplemented from time to time and, with respect to any Additional Notes, one or
more registration rights agreements among the Company, the Guarantors and the
other parties thereto, as such agreement(s) may be amended, modified or
supplemented from time to time, relating to rights given by the Company to the
purchasers of Additional Notes to register such Additional Notes under the
Securities Act.

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


                                       18
<PAGE>
      "Regulation S Global Note" means a Regulation S Temporary Global Note or
Regulation S Permanent Global Note, as appropriate.

      "Regulation S Permanent Global Note" means a permanent Global Note in the
form of Exhibit A1 hereto bearing the Global Note Legend and the Private
Placement Legend and deposited with or on behalf of and registered in the name
of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

      "Regulation S Temporary Global Note" means a temporary Global Note in the
form of Exhibit A2 hereto deposited with or on behalf of and registered in the
name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Notes initially sold in reliance on Rule 903
of Regulation S.

      "Representative" means the indenture trustee or other trustee, agent or
representative for any Senior Debt.

      "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee) or any other officer of the Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of his knowledge of
and familiarity with the particular subject.

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

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

      "Restricted Investment" means an Investment other than a Permitted
Investment.

      "Restricted Period" means the 40-day distribution compliance period as
defined in Regulation S.

      "Restricted Subsidiary" of a Person means any Subsidiary of the referent
Person that is not an Unrestricted Subsidiary.

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

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

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

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

      "SEC" means the Securities and Exchange Commission.

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

      "Senior Debt" means:

            (1) all Indebtedness of the Company, any Guarantor (other than
      Capital), Capital or any Foreign Subsidiary of Capital outstanding under
      Credit Facilities and all Hedging Obligations with respect thereto whether
      outstanding on the date of this Indenture or incurred thereafter;


                                       19
<PAGE>
            (2) any other Indebtedness of the Company or any Guarantor permitted
      to be incurred under the terms of this Indenture, unless the instrument
      under which such Indebtedness is incurred expressly provides that it is on
      a parity with or subordinated in right of payment to the Notes or any Note
      Guarantee; and

            (3) all Obligations with respect to the items listed in the
      preceding clauses (1) and (2).

      Notwithstanding anything to the contrary in the preceding, Senior Debt
shall not include:

            (1) any liability for federal, state, local or other taxes owed or
      owing by the Company, any Guarantor (other than Capital), Capital or any
      Foreign Subsidiary of Capital;

            (2) any intercompany Indebtedness of (a) the Company or any of its
      Subsidiaries to the Company or any of its Affiliates or (b) prior to the
      Migration, Capital or any of its Subsidiaries to Capital or any of its
      Affiliates;

            (3) any trade payables;

            (4) the portion of any Indebtedness that is incurred in violation of
      this Indenture; provided that Indebtedness under a Credit Facility shall
      not cease to be Senior Debt under this clause (4) if the lenders obtained
      a certificate from an officer of the Company as of the date of the
      incurrence of such Indebtedness to the effect that such Indebtedness was
      permitted to be incurred under this Indenture; or

            (5) Indebtedness which is classified as non-recourse in accordance
      with GAAP or any unsecured claim arising in respect thereof by reason of
      the application of Section 1111(b)(1) of the United States Bankruptcy
      Code.

      "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

      "Significant Subsidiary" means any Subsidiary that would be a "significant
subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated
pursuant to the Securities Act, as such Regulation is in effect on the date of
this Indenture.

      "Stated Maturity" means, with respect to any installment of interest or
principal on any series of Indebtedness, the date on which the payment of
interest or principal was scheduled to be paid in the documentation governing
such Indebtedness as of the date of this Indenture, and shall not include any
contingent obligations to repay, redeem or repurchase any such interest or
principal prior to the date originally scheduled for the payment thereof.

      "Subsidiary" means, with respect to any specified Person:

            (1) any corporation, association or other business entity of which
      more than 50% of the total voting power of shares of Capital Stock
      entitled (without regard to the occurrence of any contingency and after
      giving effect to any voting agreement or stockholders' agreement that
      effectively transfers voting power) to vote in the election of directors,
      managers or trustees of the corporation, association or other business
      entity is at the time owned or controlled, directly or indirectly, by that
      Person or one or more of the other Subsidiaries of that Person (or a
      combination thereof); and


                                       20
<PAGE>
            (2) any partnership (a) the sole general partner or the managing
      general partner of which is such Person or a Subsidiary of such Person or
      (b) the only general partners of which are that Person or one or more
      Subsidiaries of that Person (or any combination thereof).

      "TIA" means the Trust Indenture Act of 1939, as amended.

      "Trustee" means Wells Fargo Bank, National Association until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

      "Unrestricted Definitive Note" means a Definitive Note that does not bear
and is not required to bear the Private Placement Legend.

      "Unrestricted Global Note" means a Global Note that does not bear and is
not required to bear the Private Placement Legend.

      "Unrestricted Subsidiary" means any Subsidiary of the Company that is
designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a resolution of the Board of Directors, but only to the
extent that such Subsidiary:

            (1) has no Indebtedness other than Non-Recourse Debt;

            (2) except as permitted by Section 4.11 hereof is not party to any
      agreement, contract, arrangement or understanding with the Company or any
      Restricted Subsidiary of the Company unless the terms of any such
      agreement, contract, arrangement or understanding are no less favorable to
      the Company or such Restricted Subsidiary than those that might be
      obtained at the time from Persons who are not Affiliates of the Company;

            (3) is a Person with respect to which neither the Company nor any of
      its Restricted Subsidiaries has any direct or indirect obligation (a) to
      subscribe for additional Equity Interests or (b) to maintain or preserve
      such Person's financial condition or to cause such Person to achieve any
      specified levels of operating results; and

            (4) has not guaranteed or otherwise directly or indirectly provided
      credit support for any Indebtedness of the Company or any of its
      Restricted Subsidiaries.

      "U.S. Person" means a U.S. Person as defined in Rule 902(k) promulgated
under the Securities Act.

      "Voting Stock" of any specified Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

      "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

            (1) the sum of the products obtained by multiplying (a) the amount
      of each then remaining installment, sinking fund, serial maturity or other
      required payments of principal, including payment at final maturity, in
      respect of the Indebtedness, by (b) the number of years (calculated to the
      nearest one-twelfth) that shall elapse between such date and the making of
      such payment; by


                                       21
<PAGE>
            (2) the then outstanding principal amount of such Indebtedness.

Section 1.02 Other Definitions.

<TABLE>
<CAPTION>
                                                                                             Defined in
     Term                                                                                      Section
     ----                                                                                      -------
<S>                                                                                          <C>
     "Affiliate Transaction".............................................................       4.11
     "Asset Sale Offer"..................................................................       3.09
     "Authentication Order"..............................................................       2.02
     "Change of Control Offer"...........................................................       4.15
     "Change of Control Payment".........................................................       4.15
     "Change of Control Payment Date"....................................................       4.15
     "Covenant Defeasance"...............................................................       8.03
     "DTC"...............................................................................       2.03
     "Event of Default"..................................................................       6.01
     "Excess Proceeds"...................................................................       4.10
     "incur".............................................................................       4.09
     "Legal Defeasance"..................................................................       8.02
     "Offer Amount"......................................................................       3.09
     "Offer Period"......................................................................       3.09
     "Paying Agent"......................................................................       2.03
     "Permitted Debt"....................................................................       4.09
     "Payment Blockage Notice"...........................................................       10.03
     "Payment Default" ..................................................................       6.01
     "Purchase Date".....................................................................       3.09
     "Registrar".........................................................................       2.03
     "Restricted Payments"...............................................................       4.07
</TABLE>

Section 1.03 Incorporation by Reference of Trust Indenture Act.

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

      The following TIA terms used in this Indenture have the following
meanings:

      "indenture securities" means the Notes;

      "indenture securityholder" means a Holder of a Note;

      "indenture to be qualified" means this Indenture;

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

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

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


                                       22
<PAGE>
Section 1.04 Rules of Construction.

      Unless the context otherwise requires:

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

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

            (3) "or" is not exclusive;

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

            (5) "shall" shall be interpreted to express a command;

            (6) provisions apply to successive events and transactions; and

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

                                    ARTICLE 2
                                    THE NOTES

Section 2.01 Form and Dating.

      (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibits A1 and A2 hereto. The Notes may
have notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof.

      The terms and provisions contained in the Notes shall constitute, and are
hereby expressly made, a part of this Indenture and the Company, the Guarantors
and the Trustee, by their execution and delivery of this Indenture, expressly
agree to such terms and provisions and to be bound thereby. However, to the
extent any provision of any Note conflicts with the express provisions of this
Indenture, the provisions of this Indenture shall govern and be controlling.

      (b) Global Notes. Notes issued in global form shall be substantially in
the form of Exhibits A1 or A2 hereto (including the Global Note Legend thereon
and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form shall be substantially in the form of
Exhibit A1 hereto (but without the Global Note Legend thereon and without the
"Schedule of Exchanges of Interests in the Global Note" attached thereto). Each
Global Note shall represent such of the outstanding Notes as shall be specified
therein and each shall provide that it represents the aggregate principal amount
of outstanding Notes from time to time endorsed thereon and that the aggregate
principal amount of outstanding Notes represented thereby may from time to time
be reduced or increased, as appropriate, to reflect exchanges and redemptions.
Any endorsement of a Global Note to reflect the amount of any increase or
decrease in the aggregate principal amount of outstanding Notes represented
thereby shall be made by the Trustee or the Custodian, at the direction of the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

      (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of

                                       23
<PAGE>
the purchasers of the Notes represented thereby with the Trustee, as custodian,
at its New York office for the Depositary, and registered in the name of the
Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Restricted
Period shall be terminated upon the receipt by the Trustee of:

            (1) a written certificate from the Depositary, together with copies
      of certificates from Euroclear and Clearstream certifying that they have
      received certification of non-United States beneficial ownership of 100%
      of the aggregate principal amount of the Regulation S Temporary Global
      Note (except to the extent of any beneficial owners thereof who acquired
      an interest therein during the Restricted Period pursuant to another
      exemption from registration under the Securities Act and who shall take
      delivery of a beneficial ownership interest in a 144A Global Note or an
      IAI Global Note bearing a Private Placement Legend, all as contemplated by
      Section 2.06(b) hereof); and

            (2) an Officers' Certificate from the Company.

      Following the termination of the Restricted Period, beneficial interests
in the Regulation S Temporary Global Note shall be exchanged for beneficial
interests in the Regulation S Permanent Global Note pursuant to the Applicable
Procedures. Simultaneously with the authentication of the Regulation S Permanent
Global Note, the Trustee shall cancel the Regulation S Temporary Global Note.
The aggregate principal amount of the Regulation S Temporary Global Note and the
Regulation S Permanent Global Note may from time to time be increased or
decreased by adjustments made on the records of the Trustee and the Depositary
or its nominee, as the case may be, in connection with transfers of interest as
hereinafter provided.

            (3) Euroclear and Clearstream Procedures Applicable. The provisions
      of the "Operating Procedures of the Euroclear System" and "Terms and
      Conditions Governing Use of Euroclear" and the "General Terms and
      Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream
      shall be applicable to transfers of beneficial interests in the Regulation
      S Temporary Global Note and the Regulation S Permanent Global Note that
      are held by Participants through Euroclear or Clearstream.

Section 2.02 Execution and Authentication.

      At least one Officer must sign the Notes for the Company by manual or
facsimile signature.

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

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

      The Trustee shall, upon receipt of a written order of the Company signed
by two Officers (an "Authentication Order"), authenticate Notes for original
issue that may be validly issued under this Indenture, including any Additional
Notes. The aggregate principal amount of Notes outstanding at any time may not
exceed the aggregate principal amount of Notes authorized for issuance by the
Company pursuant to one or more Authentication Orders, except as provided in
Section 2.07 hereof.

      The Trustee may appoint an authenticating agent acceptable to the Company
to authenticate Notes. An authenticating agent may authenticate Notes whenever
the Trustee may do so. Each reference

                                       24
<PAGE>
in this Indenture to authentication by the Trustee includes authentication by
such agent. An authenticating agent has the same rights as an Agent to deal with
Holders or an Affiliate of the Company.

Section 2.03 Registrar and Paying Agent.

      The Company shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may appoint one or more co-registrars and one or more additional
paying agents. The term "Registrar" includes any co-registrar and the term
"Paying Agent" includes any additional paying agent. The Company may change any
Paying Agent or Registrar without notice to any Holder. The Company shall notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

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

      The Company initially appoints the Trustee to act as the Registrar and
Paying Agent and to act as Custodian with respect to the Global Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

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

Section 2.05 Holder Lists.

      The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish to the Trustee at least five
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Company shall otherwise comply with TIA Section 312(a).

Section 2.06 Transfer and Exchange.

      (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred except as a whole by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a

                                       25
<PAGE>
successor Depositary or a nominee of such successor Depositary. All Global Notes
shall be exchanged by the Company for Definitive Notes if:

            (1) the Company delivers to the Trustee notice from the Depositary
      that it is unwilling or unable to continue to act as Depositary or that it
      is no longer a clearing agency registered under the Exchange Act and, in
      either case, a successor Depositary is not appointed by the Company within
      120 days after the date of such notice from the Depositary;

            (2) the Company in its sole discretion determines that the Global
      Notes (in whole but not in part) should be exchanged for Definitive Notes
      and delivers a written notice to such effect to the Trustee; provided that
      in no event shall the Regulation S Temporary Global Note be exchanged by
      the Company for Definitive Notes prior to (A) the expiration of the
      Restricted Period and (B) the receipt by the Registrar of any certificates
      required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act; or

            (3) there has occurred and is continuing a Default or Event of
      Default with respect to the Notes.

      Upon the occurrence of any of the preceding events in (1), (2) or (3)
above, Definitive Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07 and 2.10 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07 or 2.10 hereof,
shall be authenticated and delivered in the form of, and shall be, a Global
Note. A Global Note may not be exchanged for another Note other than as provided
in this Section 2.06(a); however, beneficial interests in a Global Note may be
transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof.

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

            (1) Transfer of Beneficial Interests in the Same Global Note.
      Beneficial interests in any Restricted Global Note may be transferred to
      Persons who take delivery thereof in the form of a beneficial interest in
      the same Restricted Global Note in accordance with the transfer
      restrictions set forth in the Private Placement Legend; provided, however,
      that prior to the expiration of the Restricted Period, transfers of
      beneficial interests in the Regulation S Temporary Global Note may not be
      made to a U.S. Person or for the account or benefit of a U.S. Person
      (other than an Initial Purchaser). Beneficial interests in any
      Unrestricted Global Note may be transferred to Persons who take delivery
      thereof in the form of a beneficial interest in an Unrestricted Global
      Note. No written orders or instructions shall be required to be delivered
      to the Registrar to effect the transfers described in this Section
      2.06(b)(1).

            (2) All Other Transfers and Exchanges of Beneficial Interests in
      Global Notes. In connection with all transfers and exchanges of beneficial
      interests that are not subject to Section 2.06(b)(1) above, the transferor
      of such beneficial interest must deliver to the Registrar either:


                                       26
<PAGE>
                  (A) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to credit or
                  cause to be credited a beneficial interest in another Global
                  Note in an amount equal to the beneficial interest to be
                  transferred or exchanged; and

                        (ii) instructions given in accordance with the
                  Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or

                  (B) both:

                        (i) a written order from a Participant or an Indirect
                  Participant given to the Depositary in accordance with the
                  Applicable Procedures directing the Depositary to cause to be
                  issued a Definitive Note in an amount equal to the beneficial
                  interest to be transferred or exchanged; and

                        (ii) instructions given by the Depositary to the
                  Registrar containing information regarding the Person in whose
                  name such Definitive Note shall be registered to effect the
                  transfer or exchange referred to in (i) above;

                  provided that in no event shall Definitive Notes be issued
                  upon the transfer or exchange of beneficial interests in the
                  Regulation S Temporary Global Note prior to (A) the expiration
                  of the Restricted Period and (B) the receipt by the Registrar
                  of any certificates required pursuant to Rule 903 under the
                  Securities Act.

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

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

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

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


                                       27
<PAGE>
                  (C) if the transferee shall take delivery in the form of a
            beneficial interest in the IAI Global Note, then the transferor must
            deliver a certificate in the form of Exhibit B hereto, including the
            certifications, certificates and Opinion of Counsel required by item
            (3) thereof, if applicable.

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

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of the beneficial interest to be transferred, in the
            case of an exchange, or the transferee, in the case of a transfer,
            certifies in the applicable Letter of Transmittal that it is not (i)
            a Broker-Dealer, (ii) a Person participating in the distribution of
            the Exchange Notes or (iii) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

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

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

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

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


                                       28
<PAGE>
      Beneficial interests in an Unrestricted Global Note cannot be exchanged
for, or transferred to Persons who take delivery thereof in the form of, a
beneficial interest in a Restricted Global Note.

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

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

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

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

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

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

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

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

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

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Note in the appropriate
principal amount. Any Definitive Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered. Any Definitive

                                       29
<PAGE>
Note issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(1) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

            (2) Beneficial Interests in Regulation S Temporary Global Note to
      Definitive Notes. Notwithstanding Sections 2.06(c)(1)(A) and (C) hereof, a
      beneficial interest in the Regulation S Temporary Global Note may not be
      exchanged for a Definitive Note or transferred to a Person who takes
      delivery thereof in the form of a Definitive Note prior to (A) the
      expiration of the Restricted Period and (B) the receipt by the Registrar
      of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the
      Securities Act, except in the case of a transfer pursuant to an exemption
      from the registration requirements of the Securities Act other than Rule
      903 or Rule 904.

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

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the holder of such beneficial interest, in the case of an
            exchange, or the transferee, in the case of a transfer, certifies in
            the applicable Letter of Transmittal that it is not (i) a
            Broker-Dealer, (ii) a Person participating in the distribution of
            the Exchange Notes or (iii) a Person who is an affiliate (as defined
            in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

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

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

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


                                       30
<PAGE>
            (4) Beneficial Interests in Unrestricted Global Notes to
      Unrestricted Definitive Notes. If any holder of a beneficial interest in
      an Unrestricted Global Note proposes to exchange such beneficial interest
      for a Definitive Note or to transfer such beneficial interest to a Person
      who takes delivery thereof in the form of a Definitive Note, then, upon
      satisfaction of the conditions set forth in Section 2.06(b)(2) hereof, the
      Trustee shall cause the aggregate principal amount of the applicable
      Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof,
      and the Company shall execute and the Trustee shall authenticate and
      deliver to the Person designated in the instructions a Definitive Note in
      the appropriate principal amount. Any Definitive Note issued in exchange
      for a beneficial interest pursuant to this Section 2.06(c)(4) shall be
      registered in such name or names and in such authorized denomination or
      denominations as the holder of such beneficial interest requests through
      instructions to the Registrar from or through the Depositary and the
      Participant or Indirect Participant. The Trustee shall deliver such
      Definitive Notes to the Persons in whose names such Notes are so
      registered. Any Definitive Note issued in exchange for a beneficial
      interest pursuant to this Section 2.06(c)(4) shall not bear the Private
      Placement Legend.

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

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

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

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

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

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

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

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


                                       31
<PAGE>
                  (G) if such Restricted Definitive Note is being transferred
            pursuant to an effective registration statement under the Securities
            Act, a certificate to the effect set forth in Exhibit B hereto,
            including the certifications in item (3)(c) thereof,

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

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

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

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

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

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

            If any such transfer is effected pursuant to subparagraph (B), (C)
      or (D) above at a time when an Unrestricted Global Note has not yet been
      issued, the Company shall issue and, upon receipt of an Authentication
      Order in accordance with Section 2.02 hereof, the Trustee shall
      authenticate one or more Unrestricted Global Notes in an aggregate
      principal amount equal to the

                                       32
<PAGE>

      aggregate principal amount of beneficial interests transferred pursuant to
      subparagraph (B), (C) or (D) above.

            Upon satisfaction of the conditions of any of the subparagraphs in
      this Section 2.06(d)(2), the Trustee shall cancel the Definitive Notes and
      increase or cause to be increased the aggregate principal amount of the
      Unrestricted Global Note (to the extent not issued pursuant to the
      immediately preceding paragraph).

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

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

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

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

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

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

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

            (2) Restricted Definitive Notes to Unrestricted Definitive Notes.
      Any Restricted Definitive Note may be exchanged by the Holder thereof for
      an Unrestricted Definitive Note or

                                       33
<PAGE>
      transferred to a Person or Persons who take delivery thereof in the form
      of an Unrestricted Definitive Note if:

                  (A) such exchange or transfer is effected pursuant to the
            Exchange Offer in accordance with the Registration Rights Agreement
            and the Holder, in the case of an exchange, or the transferee, in
            the case of a transfer, certifies in the applicable Letter of
            Transmittal that it is not (i) a Broker-Dealer, (ii) a Person
            participating in the distribution of the Exchange Notes or (iii) a
            Person who is an affiliate (as defined in Rule 144) of the Company;

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

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

                  (D) the Registrar receives the following:

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

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

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

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

      (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Company shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate:

            (1) one or more Unrestricted Global Notes in an aggregate principal
      amount equal to the principal amount of the beneficial interests in the
      Restricted Global Notes accepted for exchange in the Exchange Offer by
      Persons that certify in the applicable Letters of Transmittal that (A)
      they are not Broker-Dealers, (B) they are not participating in a
      distribution of the Exchange Notes and (C) they are not affiliates (as
      defined in Rule 144) of the Company; and


                                       34
<PAGE>
            (2) Unrestricted Definitive Notes in an aggregate principal amount
      equal to the principal amount of the Restricted Definitive Notes accepted
      for exchange in the Exchange Offer by Persons that certify in the
      applicable Letters of Transmittal that (A) they are not Broker-Dealers,
      (B) they are not participating in a distribution of the Exchange Notes and
      (C) they are not affiliates (as defined in Rule 144) of the Company.

      Concurrently with the issuance of such Notes, the Trustee shall cause the
aggregate principal amount of the applicable Restricted Global Notes to be
reduced accordingly, and the Company shall execute and the Trustee shall
authenticate and deliver to the Persons designated by the Holders of Definitive
Notes so accepted Unrestricted Definitive Notes in the appropriate principal
amount.

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

            (1) Private Placement Legend.

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

"THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501(A)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE
UNITED STATES, AND THE HOLDER AGREES THAT IT SHALL DELIVER TO EACH PERSON TO
WHOM THIS NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO
THE EFFECT OF THIS LEGEND."

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

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

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER

                                       35
<PAGE>
ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS
MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE
MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE
TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE
COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

            (3) Regulation S Temporary Global Note Legend. The Regulation S
      Temporary Global Note shall bear a Legend in substantially the following
      form:

"THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON."

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

      (i) General Provisions Relating to Transfers and Exchanges.

            (1) To permit registrations of transfers and exchanges, the Company
      shall execute and the Trustee shall authenticate Global Notes and
      Definitive Notes upon receipt of an Authentication Order in accordance
      with Section 2.02 hereof or at the Registrar's request.


                                       36
<PAGE>
            (2) No service charge shall be made to a Holder of a beneficial
      interest in a Global Note or to a Holder of a Definitive Note for any
      registration of transfer or exchange, but the Company may require payment
      of a sum sufficient to cover any transfer tax or similar governmental
      charge payable in connection therewith (other than any such transfer taxes
      or similar governmental charge payable upon exchange or transfer pursuant
      to Sections 2.10, 3.06, 3.09, 4.10, 4.15 and 9.05 hereof).

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

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

            (5) Neither the Registrar nor the Company shall be required:

                  (A) to issue, to register the transfer of or to exchange any
            Notes during a period beginning at the opening of business 15 days
            before the day of any selection of Notes for redemption under
            Section 3.02 hereof and ending at the close of business on the day
            of selection;

                  (B) to register the transfer of or to exchange any Note
            selected for redemption in whole or in part, except the unredeemed
            portion of any Note being redeemed in part; or

                  (C) to register the transfer of or to exchange a Note between
            a record date and the next succeeding interest payment date.

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

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

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

Section 2.07 Replacement Notes.

      If any mutilated Note is surrendered to the Trustee or the Company and the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, the Company shall issue and the Trustee, upon receipt of an
Authentication Order, shall authenticate a replacement Note if the Trustee's
requirements are met. If required by the Trustee or the Company, an indemnity
bond must be supplied by the Holder that is sufficient in the judgment of the
Trustee and the Company to protect the Company, the Trustee, any Agent and any
authenticating agent from any loss that any of them may suffer if a Note is
replaced. The Company may charge for its expenses in replacing a Note.


                                       37
<PAGE>
      Every replacement Note is an additional obligation of the Company and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08  Outstanding Notes.

      The Notes outstanding at any time are all the Notes authenticated by the
Trustee except for those canceled by it, those delivered to it for cancellation,
those reductions in the interest in a Global Note effected by the Trustee in
accordance with the provisions hereof, and those described in this Section 2.08
as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not
cease to be outstanding because the Company or an Affiliate of the Company holds
the Note; however, Notes held by the Company or a Subsidiary of the Company
shall not be deemed to be outstanding for purposes of Section 3.07(a) hereof.

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

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

      If the Paying Agent (other than the Company, a Subsidiary or an Affiliate
of any thereof) holds, on a redemption date or maturity date, money sufficient
to pay Notes payable on that date, then on and after that date such Notes shall
be deemed to be no longer outstanding and shall cease to accrue interest.

Section 2.09 Treasury Notes.

      In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company or any Guarantor, or by any Person directly or indirectly controlling or
controlled by or under direct or indirect common control with the Company or any
Guarantor, shall be considered as though 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 Notes that the Trustee knows are so
owned shall be so disregarded.

Section 2.10 Temporary Notes.

      Until certificates representing Notes are ready for delivery, the Company
may prepare and the Trustee, upon receipt of an Authentication Order, shall
authenticate temporary Notes. Temporary Notes shall be substantially in the form
of certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as may be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

      Holders of temporary Notes shall be entitled to all of the benefits of
this Indenture.

Section 2.11 Cancellation.

      The Company at any time may deliver Notes to the Trustee for cancellation.
The Registrar and Paying Agent shall forward to the Trustee any Notes
surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else shall cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and shall destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes

                                       38
<PAGE>
shall be delivered to the Company. The Company may not issue new Notes to
replace Notes that it has paid or that have been delivered to the Trustee for
cancellation.

Section 2.12 Defaulted Interest.

      If the Company defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest, to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Company shall notify the Trustee in writing of
the amount of defaulted interest proposed to be paid on each Note and the date
of the proposed payment. The Company shall fix or cause to be fixed each such
special record date and payment date; provided that no such special record date
may be less than 10 days prior to the related payment date for such defaulted
interest. At least 15 days before the special record date, the Company (or, upon
the written request of the Company, the Trustee in the name and at the expense
of the Company) shall mail or cause to be mailed to Holders a notice that states
the special record date, the related payment date and the amount of such
interest to be paid.

                                    ARTICLE 3
                            REDEMPTION AND PREPAYMENT

Section 3.01 Notices to Trustee.

      If the Company elects to redeem Notes pursuant to the optional redemption
provisions of Section 3.07 hereof, it must furnish to the Trustee, at least 30
days but not more than 60 days before a redemption date, an Officers'
Certificate setting forth:

            (1) the clause of this Indenture pursuant to which the redemption
      shall occur;

            (2) the redemption date;

            (3) the principal amount of Notes to be redeemed; and

            (4) the redemption price.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

      If less than all of the Notes are to be redeemed or purchased in an offer
to purchase at any time, the Trustee shall select Notes for redemption or
purchase on a pro rata basis except:

            (1) if the Notes are listed on any national securities exchange, in
      compliance with the requirements of the principal national securities
      exchange on which the Notes are listed; or

            (2) if otherwise required by law.

      In the event of partial redemption, the particular Notes to be redeemed or
purchased shall be selected, unless otherwise provided herein, not less than 30
nor more than 60 days prior to the redemption or purchase date by the Trustee
from the outstanding Notes not previously called for redemption or purchase.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected shall be in amounts of $1,000

                                       39
<PAGE>
or whole multiples of $1,000; except that if all of the Notes of a Holder are to
be redeemed or purchased, the entire outstanding amount of Notes held by such
Holder, even if not a multiple of $1,000, shall be redeemed or purchased. Except
as provided in the preceding sentence, provisions of this Indenture that apply
to Notes called for redemption or purchase also apply to portions of Notes
called for redemption or purchase.

Section 3.03 Notice of Redemption.

      Subject to the provisions of Section 3.09 hereof, at least 30 days but not
more than 60 days before a redemption date, the Company shall mail or cause to
be mailed, by first class mail, a notice of redemption to each Holder whose
Notes are to be redeemed at its registered address, except that redemption
notices may be mailed more than 60 days prior to a redemption date if the notice
is issued in connection with a defeasance of the Notes or a satisfaction and
discharge of this Indenture pursuant to Articles 8 or 12, respectively, hereof.

      The notice shall identify the Notes to be redeemed (including the CUSIP
number) and shall state:

            (1) the redemption date;

            (2) the redemption price;

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

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

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

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

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

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

      At the Company's request, the Trustee shall give the notice of redemption
in the Company's name and at its expense; provided, however, that the Company
has delivered to the Trustee, at least 45 days prior to the redemption date, an
Officers' Certificate requesting that the Trustee give such notice and setting
forth the information to be stated in such notice as provided in the preceding
paragraph.

Section 3.04 Effect of Notice of Redemption.

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


                                       40
<PAGE>
Section 3.05 Deposit of Redemption or Purchase Price.

      One Business Day prior to the redemption or purchase date, the Company
shall deposit with the Trustee or with the Paying Agent money sufficient to pay
the redemption or purchase price of and accrued interest and Liquidated Damages,
if any, on all Notes to be redeemed or purchased on that date. The Trustee or
the Paying Agent shall promptly return to the Company any money deposited with
the Trustee or the Paying Agent by the Company in excess of the amounts
necessary to pay the redemption or purchase price of, and accrued interest and
Liquidated Damages, if any, on, all Notes to be redeemed or purchased.

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

Section 3.06 Notes Redeemed or Purchased in Part.

      Upon surrender of a Note that is redeemed or purchased in part, the
Company shall issue and, upon receipt of an Authentication Order, the Trustee
shall authenticate for the Holder at the expense of the Company a new Note equal
in principal amount to the unredeemed or unpurchased portion of the Note
surrendered.

Section 3.07 Optional Redemption.

      (a) At any time prior to April 15, 2007, the Company may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
(including Additional Notes, if any) issued under this Indenture at a redemption
price of 109.50% of the principal amount, plus accrued and unpaid interest and
Liquidated Damages, if any, to the redemption date, with the net cash proceeds
of one or more Equity Offerings of the Company; provided that:

            (1) at least 65% of the aggregate principal amount of Notes
      (including Additional Notes, if any) issued under this Indenture
      (excluding Notes held by the Company and its Subsidiaries) remains
      outstanding immediately after the occurrence of such redemption; and

            (2) the redemption occurs within 45 days of the date of the closing
      of any such Equity Offering.

      (b) Except pursuant to Section 3.07(a), the Notes shall not be redeemable
at the Company's option prior to April 15, 2009.

      (c) On or after April 15, 2009, the Company may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
redeemed, to the applicable redemption date, if redeemed during the twelve-month
period beginning on

                                       41
<PAGE>
April 15 of the years indicated below, subject to the rights of Holders of Notes
on the relevant record date to receive interest on the relevant interest payment
date:

<TABLE>
<CAPTION>
        YEAR                                                       PERCENTAGE
        ----                                                       ----------
<S>                                                                <C>
        2009.................................................       104.750%
        2010.................................................       103.167%
        2011.................................................       101.583%
        2012 and thereafter..................................       100.000%
</TABLE>

      Unless the Company defaults in the payment of the redemption price,
interest shall cease to accrue on the Notes or portions thereof called for
redemption on the applicable redemption date.

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

Section 3.08 Mandatory Redemption.

      The Company is not required to make mandatory redemption or sinking fund
payments with respect to the Notes.

Section 3.09 Offer to Purchase by Application of Excess Proceeds.

      In the event that, pursuant to Section 4.10 hereof, the Company is
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), it shall follow the procedures specified below.

      The Asset Sale Offer shall be made to all Holders and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in this Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets to purchase the maximum principal amount of
Notes (including Additional Notes) and such other pari passu Indebtedness that
may be purchased out of the Excess Proceeds at an offer price in cash equal to
100% of the principal amount thereof plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase. The Asset Sale
Offer shall remain open for a period of at least 20 Business Days following its
commencement and not more than 30 Business Days, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
three Business Days after the termination of the Offer Period (the "Purchase
Date"), the Company shall apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and such other pari passu Indebtedness (on a pro rata basis,
if applicable) or, if less than the Offer Amount has been tendered, all Notes
and other Indebtedness tendered in response to the Asset Sale Offer. Payment for
any Notes so purchased shall be made in the same manner as interest payments are
made.

      If the Purchase Date is on or after an interest record date and on or
before the related interest payment date, any accrued and unpaid interest and
Liquidated Damages, if any, shall be paid to the Person in whose name a Note is
registered at the close of business on such record date, and no additional
interest shall be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

      Upon the commencement of an Asset Sale Offer, the Company shall send, by
first class mail, a notice to the Trustee and each of the Holders, with a copy
to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Asset Sale
Offer. The notice, which shall govern the terms of the Asset Sale Offer, shall
state:


                                       42
<PAGE>
            (1) that the Asset Sale Offer is being made pursuant to this Section
      3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
      shall remain open;

            (2) the Offer Amount, the purchase price and the Purchase Date;

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

            (4) that, unless the Company defaults in making such payment, any
      Note accepted for payment pursuant to the Asset Sale Offer shall cease to
      accrue interest after the Purchase Date;

            (5) that Holders electing to have a Note purchased pursuant to an
      Asset Sale Offer may elect to have Notes purchased in integral multiples
      of $1,000 only;

            (6) that Holders electing to have Notes purchased pursuant to any
      Asset Sale Offer shall be required to surrender the Note, with the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Company, a
      Depositary, if appointed by the Company, or a Paying Agent at the address
      specified in the notice at least three days before the Purchase Date;

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

            (8) that, if the aggregate principal amount of Notes and other pari
      passu Indebtedness surrendered by holders thereof exceeds the Offer
      Amount, the Company shall select the Notes and other pari passu
      Indebtedness to be purchased on a pro rata basis based on the principal
      amount of Notes and such other pari passu Indebtedness surrendered (with
      such adjustments as may be deemed appropriate by the Company so that only
      Notes in denominations of $1,000, or integral multiples thereof, shall be
      purchased); and

            (9) that Holders whose Notes were purchased only in part shall be
      issued new Notes equal in principal amount to the unpurchased portion of
      the Notes surrendered (or transferred by book-entry transfer).

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


                                       43
<PAGE>
      Other than as specifically provided in this Section 3.09, any purchase
pursuant to this Section 3.09 shall be made pursuant to the provisions of
Sections 3.01 through 3.06 hereof.

                                    ARTICLE 4
                                    COVENANTS

Section 4.01 Payment of Notes.

      The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Liquidated Damages, if any, on, the Notes on the dates and
in the manner provided in the Notes. Principal, premium, if any, and interest
and Liquidated Damages, if any shall be considered paid on the date due if the
Paying Agent, if other than the Company or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Company in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Company shall pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in the Registration Rights Agreement.

      The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and interest and
Liquidated Damages, if any, at the rate equal to 1% per annum in excess of the
then applicable interest rate on the Notes to the extent lawful; it shall pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Liquidated Damages
(without regard to any applicable grace period) 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, an office or agency (which may be an office of the Trustee or an affiliate
of the Trustee, Registrar or co-registrar) where Notes may be surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
fails to maintain any such required office or agency or fails to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

      The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
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 designates the Corporate Trust Office of the Trustee as
one such office or agency of the Company in accordance with Section 2.03 hereof.

Section 4.03 Reports.

      (a) Whether or not required by the rules and regulations of the SEC, so
long as any Notes are outstanding, the Company shall furnish to the Holders of
Notes or cause the Trustee to furnish to the Holders of Notes, within the time
periods specified in the SEC's rules and regulations:


                                       44
<PAGE>
            (1) (1) all quarterly and annual reports that would be required to
      be filed with the SEC on Forms 10-Q and 10-K if the Company were required
      to file such reports; and

            (2) (2) all current reports that would be required to be filed with
      the SEC on Form 8-K if the Company were required to file such reports.

      All such reports shall be prepared in all material respects in accordance
with all of the rules and regulations applicable to such reports. Each annual
report on Form 10-K shall include a report on the Company's consolidated
financial statements by the Company's certified independent accountants. In
addition, following the consummation of the Exchange Offer contemplated by the
Registration Rights Agreement, the Company shall file a copy of each of the
reports referred to in clauses (1) and (2) above with the SEC for public
availability within the time periods specified in the rules and regulations
applicable to such reports (unless the SEC shall not accept such a filing) and
shall post the reports on its website within those time periods. The Company
shall at all times comply with TIA Section 314(a).

      If, at any time after consummation of the Exchange Offer contemplated by
the Registration Rights Agreement, the Company is no longer subject to the
periodic reporting requirements of the Exchange Act for any reason, the Company
shall nevertheless continue filing the reports specified in the preceding
paragraphs of this Section 4.03 with the SEC within the time periods specified
above unless the SEC shall not accept such a filing. The Company shall not take
any action for the purpose of causing the SEC not to accept any such filings.
If, notwithstanding the foregoing, the SEC shall not accept the Company's
filings for any reason, the Company shall post the reports referred to in the
preceding paragraphs on its website within the time periods that would apply if
the Company were required to file those reports with the SEC.

      (b) If the Company has designated any of its Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraphs shall include a reasonably detailed presentation,
either on the face of the financial statements or in the footnotes thereto, and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Company
and its Restricted Subsidiaries separate from the financial condition and
results of operations of the Unrestricted Subsidiaries of the Company.

      (c) In addition, the Company and the Guarantors agree that, for so long as
any Notes remain outstanding, if at any time they are not required to file with
the SEC the reports required by the preceding paragraphs, they shall furnish to
the Holders of Notes and to securities analysts and prospective investors, upon
their request, the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.

Section 4.04 Compliance Certificate.

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

                                       45
<PAGE>
Guarantor, as the case may be, is taking or proposes to take with respect
thereto) and that to the best of his or her knowledge no event has occurred and
remains in existence by reason of which payments on account of the principal of
or interest, if any, on the Notes is prohibited or if such event has occurred, a
description of the event and what action the Company or such Guarantor, as the
case may be, is taking or proposes to take with respect thereto.

      (b) So long as not contrary to the then current recommendations of the
American Institute of Certified Public Accountants, the year-end financial
statements delivered pursuant to Section 4.03 above shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

      (c) So long as any of the Notes are outstanding, the Company shall deliver
to the Trustee, forthwith upon any Officer becoming aware of any Default or
Event of Default, an Officers' Certificate specifying such Default or Event of
Default and what action the Company is taking or proposes to take with respect
thereto.

Section 4.05 Taxes.

      The Company shall pay, and shall cause each of its Subsidiaries to pay,
prior to delinquency, all material taxes, assessments, and governmental levies
except such as are contested in good faith and by appropriate proceedings or
where the failure to effect such payment is not adverse in any material respect
to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

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

Section 4.07 Restricted Payments.

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

            (1) declare or pay any dividend or make any other payment or
      distribution on account of the Company's or any of its Restricted
      Subsidiaries' Equity Interests (including, without limitation, any payment
      in connection with any merger or consolidation involving the Company or
      any of its Restricted Subsidiaries) or to the direct or indirect holders
      of the Company's or any of its Restricted Subsidiaries' Equity Interests
      in their capacity as such (other than dividends or distributions payable
      in Equity Interests (other than Disqualified Stock) of the Company and


                                       46
<PAGE>
      other than dividends or distributions payable to the Company or a
      Restricted Subsidiary of the Company);

            (2) purchase, redeem or otherwise acquire or retire for value
      (including, without limitation, in connection with any merger or
      consolidation involving the Company) any Equity Interests of the Company
      or any direct or indirect parent of the Company;

            (3) make any payment on or with respect to, or purchase, redeem,
      defease or otherwise acquire or retire for value any Indebtedness of the
      Company or any Guarantor that is contractually subordinated to the Notes
      or to any Note Guarantee (excluding any intercompany Indebtedness between
      or among the Company and any of its Restricted Subsidiaries), except a
      payment of interest or principal at the Stated Maturity thereof or any
      payment made with Equity Interests (other than Disqualified Stock) of the
      Company or, prior to the Migration, Capital (to the extent such Equity
      Interests of Capital are converted into Equity Interests of the Company
      upon consummation of the Migration); or

            (4) make any Restricted Investment

(all such payments and other actions set forth in these clauses (1) through (4)
above being collectively referred to as "Restricted Payments"), unless, at the
time of and after giving effect to such Restricted Payment:

            (1) no Default or Event of Default has occurred and is continuing or
      would occur as a consequence of such Restricted Payment;

            (2) the Company would, at the time of such Restricted Payment and
      after giving pro forma effect thereto as if such Restricted Payment had
      been made at the beginning of the applicable four-quarter period, have
      been permitted to incur at least $1.00 of additional Indebtedness pursuant
      to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a)
      hereof; and

            (3) such Restricted Payment, together with the aggregate amount of
      all other Restricted Payments made by the Company and its Restricted
      Subsidiaries since the date of this Indenture (excluding Restricted
      Payments permitted by clauses (2), (3), (5), (6), (7), (8), (9) and (10)
      of paragraph (b) of this Section 4.07), is less than the sum, without
      duplication, of:

                  (A) 50% of the Consolidated Net Income of Capital (prior to
            the Migration) or the Company (after the Migration), as the case may
            be, for the period (taken as one accounting period) from the
            beginning of the first fiscal quarter commencing after the date of
            this Indenture to the end of the most recently ended fiscal quarter
            of Capital (prior to the Migration) or the Company (after the
            Migration), as the case may be, for which internal financial
            statements are available at the time of such Restricted Payment (or,
            if such Consolidated Net Income for such period is a deficit, less
            100% of such deficit); plus

                  (B) 100% of the aggregate net cash proceeds, and the Fair
            Market Value of any property other than cash, received by the
            Company since the date of this Indenture as a contribution to its
            common equity capital or from the issue or sale of Equity Interests
            of the Company (other than Disqualified Stock) or from the issue or
            sale of convertible or exchangeable Disqualified Stock or
            convertible or exchangeable debt securities of the Company that have
            been converted into or exchanged for such Equity Interests (other


                                       47
<PAGE>
            than Equity Interests (or Disqualified Stock or debt securities)
            sold to a Subsidiary of the Company or Capital and its
            Subsidiaries); plus

                  (C) prior to the Migration, 100% of the aggregate net cash
            proceeds, and the Fair Market Value of any property other than cash,
            received by Capital since the date of this Indenture from the issue
            or sale of Equity Interests of Capital (other than Disqualified
            Stock) or from the issue or sale of convertible or exchangeable
            Disqualified Stock or convertible or exchangeable debt securities of
            Capital that have been converted into or exchanged for such Equity
            Interests (other than Equity Interests (or Disqualified Stock or
            debt securities) sold to a Subsidiary of Capital), in each case to
            the extent such Equity Interests of Capital are converted into
            Equity Interests of the Company upon consummation of the Migration;
            plus

                  (D) to the extent that any Restricted Investment that was made
            after the date of this Indenture is sold for cash or otherwise
            liquidated or repaid for cash, the lesser of (i) the cash return of
            capital with respect to such Restricted Investment (less the cost of
            disposition, if any) and (ii) the initial amount of such Restricted
            Investment; plus

                  (E) to the extent that any Unrestricted Subsidiary of the
            Company designated as such after the date of this Indenture is
            redesignated as a Restricted Subsidiary of the Company after the
            date of this Indenture, the lesser of (i) the Fair Market Value of
            the Company's Investment in such Subsidiary as of the date of such
            redesignation and (ii) such Fair Market Value as of the date on
            which such Subsidiary was originally designated as an Unrestricted
            Subsidiary after the date of this Indenture; plus

                  (F) 50% of any dividends received by the Company or a
            Restricted Subsidiary of the Company that is a Guarantor after the
            date of this Indenture from an Unrestricted Subsidiary of the
            Company, to the extent that such dividends were not otherwise
            included in the Consolidated Net Income of the Company for such
            period.

      (b) The provisions of Section 4.07(a) hereof shall not prohibit:

            (1) the payment of any dividend or the consummation of any
      irrevocable redemption within 60 days after the date of declaration of the
      dividend or giving of the redemption notice, as the case may be, if at the
      date of declaration or notice, the dividend or redemption payment would
      have complied with the provisions of this Indenture;

            (2) the making of any Restricted Payment in exchange for, or out of
      the net cash proceeds of the substantially concurrent sale (other than to
      a Subsidiary of the Company or Capital and its Subsidiaries) of, Equity
      Interests (other than Disqualified Stock) of the Company or, prior to the
      Migration, Capital (to the extent such Equity Interests of Capital are
      converted into Equity Interests of the Company upon consummation of the
      Migration) or from the substantially concurrent contribution of common
      equity capital to the Company; provided that the amount of any such net
      cash proceeds that are utilized for any such Restricted Payment shall be
      excluded from clause (3)(B) or (C), as the case may be, of Section
      4.07(a);

            (3) the repurchase, redemption, defeasance or other acquisition or
      retirement for value of Indebtedness of the Company or any Guarantor that
      is contractually subordinated to the Notes or to any Note Guarantee with
      the net cash proceeds from a substantially concurrent incurrence of
      Permitted Refinancing Indebtedness;


                                       48
<PAGE>
            (4) so long as no Default has occurred and is continuing or would be
      caused thereby, the repurchase, redemption or other acquisition or
      retirement for value of any Equity Interests of the Company or Restricted
      Subsidiary of the Company held by any current or former officer, director
      or employee of the Company or any of its Restricted Subsidiaries pursuant
      to any equity subscription agreement, stock option agreement,
      shareholders' agreement or similar agreement or upon death, disability or
      termination of employment; provided that the aggregate price paid for all
      such repurchased, redeemed, acquired or retired Equity Interests may not
      exceed $2.0 million in any twelve-month period (with amounts not used in
      any twelve-month period being carried forward to the subsequent
      twelve-month period up to a maximum of $5.0 million paid in any
      twelve-month period);

            (5) the repurchase of Equity Interests deemed to occur upon the
      exercise of stock options to the extent such Equity Interests represent a
      portion of the exercise price of those stock options;

            (6) the declaration and payment of regularly scheduled or accrued
      dividends to holders of any class or series of Disqualified Stock of the
      Company or any Restricted Subsidiary of the Company issued on or after the
      date of this Indenture in accordance with the Fixed Charge Coverage Ratio
      test set forth in Section 4.09 hereof;

            (7) the payment of any dividend by a Restricted Subsidiary of the
      Company to the holders of its Equity Interests on a pro rata basis;

            (8) the accrual of dividends or the payment of dividends in the form
      of payments-in-kind to the holders of Kelso Preferred Stock as required by
      the Kelso Preferred Stock Documents;

            (9) the repurchase, redemption or other acquisition or retirement by
      the Company and/or any Restricted Subsidiary of the Company of Equity
      Interests of Capital or the Company as part of the Migration; and

            (10) so long as no Default has occurred and is continuing or would
      be caused thereby, other Restricted Payments in an aggregate amount not to
      exceed $10.0 million since the date of this Indenture.

      The amount of all Restricted Payments (other than cash) shall be the Fair
Market Value on the date of the Restricted Payment of the asset(s) or securities
proposed to be transferred or issued by the Company or such Restricted
Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair
Market Value of any assets or securities that are required to be valued by this
Section 4.07 shall be determined by the Board of Directors of the Company whose
resolution with respect thereto shall be delivered to the Trustee. The Board of
Directors' determination must be based upon an opinion or appraisal issued by an
accounting, appraisal or investment banking firm of national standing if the
Fair Market Value exceeds $10.0 million.

Section 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary of the Company to:

            (1) pay dividends or make any other distributions on its Capital
      Stock to the Company or any of its Restricted Subsidiaries, or with
      respect to any other interest or participation in, or

                                       49
<PAGE>
      measured by, its profits, or pay any indebtedness owed to the Company or
      any of its Restricted Subsidiaries;

            (2) make loans or advances to the Company or any of its Restricted
      Subsidiaries; or

            (3) sell, lease or transfer any of its properties or assets to the
      Company or any of its Restricted Subsidiaries.

      (b) However, the preceding restrictions in Section 4.08(a) hereof shall
not apply to encumbrances or restrictions existing under or by reason of:

            (1) agreements governing Existing Indebtedness and Credit Facilities
      as in effect on the date of this Indenture and any amendments, extensions,
      restatements, modifications, renewals, supplements, refundings,
      replacements or refinancings of those agreements; provided that such
      amendments, extensions, restatements, modifications, renewals,
      supplements, refundings, replacements or refinancings are not materially
      more restrictive, taken as a whole, with respect to such dividend and
      other payment restrictions than those contained in those agreements on the
      date of this Indenture;

            (2) this Indenture, the Notes, the Exchange Notes and the Note
      Guarantees;

            (3) applicable law, rule, regulation or order;

            (4) any instrument governing Indebtedness or Capital Stock of a
      Person acquired by the Company or any of its Restricted Subsidiaries as in
      effect at the time of such acquisition (except to the extent such
      Indebtedness or Capital Stock was incurred in connection with or in
      contemplation of such acquisition), which encumbrance or restriction is
      not applicable to any Person, or the properties or assets of any Person,
      other than the Person, or the property or assets of the Person, so
      acquired; provided that, in the case of Indebtedness, such Indebtedness
      was permitted by the terms of this Indenture to be incurred;

            (5) customary non-assignment provisions in contracts and licenses
      entered into in the ordinary course of business;

            (6) purchase money obligations for property acquired in the ordinary
      course of business, leases, Capital Lease Obligations and sale and
      leaseback transactions that impose restrictions on the property purchased
      or leased of the nature described in clause (3) of Section 4.08(a);

            (7) any agreement for the sale or other disposition of all or
      substantially all of the Capital Stock or assets of a Restricted
      Subsidiary of the Company that restricts distributions by that Restricted
      Subsidiary pending the sale or other disposition;

            (8) Permitted Refinancing Indebtedness; provided that the
      restrictions contained in the agreements governing such Permitted
      Refinancing Indebtedness are not materially more restrictive, taken as a
      whole, than those contained in the agreements governing the Indebtedness
      being refinanced;

            (9) Liens permitted to be incurred under Section 4.12 hereof that
      limit the right of the debtor to dispose of the assets subject to such
      Liens;


                                       50
<PAGE>
            (10) provisions limiting the disposition or distribution of assets
      or property in joint venture agreements, asset sale agreements,
      sale-leaseback agreements, stock sale agreements and other similar
      agreements, which limitation is applicable only to the assets that are the
      subject of such agreements;

            (11) restrictions on cash or other deposits or net worth imposed by
      customers under contracts entered into in the ordinary course of business;

            (12) customary net worth provisions contained in any real property
      leases; and

            (13) Indebtedness incurred after the date of this Indenture in
      accordance with the terms of this Indenture; provided that the
      restrictions contained in the agreements governing the new Indebtedness
      are, in the good faith judgment of the Board of Directors of the Company,
      not materially less favorable, taken as a whole, to the Holders of the
      Notes than those contained in the agreements governing Indebtedness that
      were in effect on the date of this Indenture.

Section 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries to issue any shares of preferred
stock; provided, however, that the Company may incur Indebtedness (including
Acquired Debt) or issue Disqualified Stock, and the Guarantors (other than
Capital and its Foreign Subsidiaries) may incur Indebtedness (including Acquired
Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the most
recently ended four full fiscal quarters of Capital (prior to the Migration) or
the Company (after the Migration), as the case may be, for which internal
consolidated financial statements are available immediately preceding the date
on which such additional Indebtedness is incurred or such Disqualified Stock or
such preferred stock is issued, as the case may be, would have been at least 2.0
to 1.0, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
or the Disqualified Stock or the preferred stock had been issued, as the case
may be, at the beginning of such four-quarter period.

      (b) The provisions of Section 4.09(a) hereof shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

            (1) the incurrence by the Company and any Guarantor (other than
      Capital and its Foreign Subsidiaries) of additional Indebtedness and
      letters of credit under Credit Facilities in an aggregate principal amount
      at any one time outstanding under this clause (1) (with letters of credit
      being deemed to have a principal amount equal to the maximum potential
      liability of the Company and its Restricted Subsidiaries thereunder) not
      to exceed $160.0 million less the aggregate amount of all Net Proceeds of
      Asset Sales applied by the Company or any of its Restricted Subsidiaries
      since the date of this Indenture to repay any term Indebtedness under a
      Credit Facility or to repay any revolving credit Indebtedness under a
      Credit Facility and effect a corresponding commitment reduction thereunder
      pursuant to Section 4.10 hereof (provided that up to $15.0 million in
      aggregate principal amount under the Credit Facilities may be incurred by
      Capital and its Foreign Subsidiaries);

            (2) the incurrence by the Company and its Restricted Subsidiaries of
      the Existing Indebtedness;


                                       51
<PAGE>
            (3) the incurrence by the Company and the Guarantors of Indebtedness
      represented by the Notes and the related Note Guarantees to be issued on
      the date of this Indenture and the Exchange Notes and the related Note
      Guarantees to be issued pursuant to the Registration Rights Agreement;

            (4) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness represented by Capital Lease Obligations,
      mortgage financings or purchase money obligations, in each case, incurred
      for the purpose of financing all or any part of the purchase price or cost
      of design, construction, installation or improvement of assets used in the
      business of the Company or any of its Restricted Subsidiaries and related
      financing costs, in an aggregate principal amount, including all
      refinancings incurred to renew, refund, refinance, replace, defease or
      discharge any Indebtedness incurred pursuant to this clause (4), not to
      exceed $15.0 million at any time outstanding;

            (5) the incurrence by the Company or any of its Restricted
      Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
      net proceeds of which are used to renew, refund, refinance, replace,
      defease or discharge any Indebtedness (other than intercompany
      Indebtedness) that was permitted by this Indenture to be incurred under
      Section 4.09(a) hereof or clauses (2), (3) and (5) of this Section
      4.09(b);

            (6) the incurrence by the Company or any of its Restricted
      Subsidiaries of intercompany Indebtedness between or among the Company and
      any of its Restricted Subsidiaries; provided, however, that:

                  (A) if the Company or any Guarantor is the obligor on such
            Indebtedness, such Indebtedness must be expressly subordinated to
            the prior payment in full in cash of all Obligations then due with
            respect to the Notes, in the case of the Company, or the Note
            Guarantee, in the case of a Guarantor; and

                  (B) (i) any subsequent issuance or transfer of Equity
            Interests that results in any such Indebtedness being held by a
            Person other than the Company or a Restricted Subsidiary of the
            Company and (ii) any sale or other transfer of any such Indebtedness
            to a Person that is not either the Company or a Restricted
            Subsidiary of the Company shall be deemed, in each case, to
            constitute an incurrence of such Indebtedness by the Company or such
            Restricted Subsidiary, as the case may be, that was not permitted by
            this clause (6);

            (7) the issuance by any of the Company's Restricted Subsidiaries to
      the Company or to any of its Restricted Subsidiaries of shares of
      preferred stock; provided, however, that:

                  (A) any subsequent issuance or transfer of Equity Interests
            that results in any such preferred stock being held by a Person
            other than the Company or a Restricted Subsidiary of the Company;
            and

                  (B) any sale or other transfer of any such preferred stock to
            a Person that is not either the Company or a Restricted Subsidiary
            of the Company shall be deemed, in each case, to constitute an
            issuance of such preferred stock by such Restricted Subsidiary that
            was not permitted by this clause (7);

            (8) the incurrence by the Company or any of its Restricted
      Subsidiaries of Hedging Obligations not entered into for speculative
      purposes;


                                       52
<PAGE>
            (9) the guarantee by the Company or any of the Guarantors of
      Indebtedness of the Company or a Restricted Subsidiary of the Company that
      was permitted to be incurred by another provision of this Section 4.09(b);
      provided that if the Indebtedness being guaranteed is subordinated to or
      pari passu with the Notes, then the guarantee shall be subordinated or
      pari passu, as applicable, to the same extent as the Indebtedness
      guaranteed;

            (10) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness in respect of workers' compensation claims
      and other statutory or regulatory obligations, self-insurance obligations,
      warranty or contractual service obligations, appeal bonds, bankers'
      acceptances, completion guarantees and performance and surety bonds, in
      each case, in the ordinary course of business (including reimbursement
      obligations under letters of credit issued in the ordinary course of
      business in connection with the foregoing);

            (11) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the honoring by a bank or other
      financial institution of a check, draft or similar instrument
      inadvertently drawn against insufficient funds, so long as such
      Indebtedness is covered within five business days;

            (12) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness to the extent the proceeds thereof are
      deposited to defease all outstanding Notes under Article 8 or Article 12
      hereof.

            (13) the incurrence by the Company or any of its Restricted
      Subsidiaries of Indebtedness arising from the agreements of the Company or
      a Restricted Subsidiary of the Company providing for indemnification,
      adjustment of purchase price or similar obligations, in each case,
      incurred or assumed in connection with the disposition of any business,
      assets or Capital Stock of a Restricted Subsidiary of the Company;
      provided that the maximum aggregate liability in respect of all such
      Indebtedness shall at no time exceed the gross proceeds actually received
      by the Company and its Restricted Subsidiaries in connection with such
      disposition;

            (14) the shares of Kelso Preferred Stock outstanding on the date
      hereof;

            (15) after the Migration, the guarantee by Capital or any Foreign
      Subsidiary of Capital of Indebtedness of Capital or any Foreign Subsidiary
      of Capital that was permitted to be incurred by another provision this
      Section 4.09(b); and

            (16) the incurrence by the Company or any of its Restricted
      Subsidiaries of additional Indebtedness in an aggregate principal amount
      (or accreted value, as applicable) at any time outstanding, including all
      refinancings incurred to renew, refund, refinance, replace, defease or
      discharge any Indebtedness incurred pursuant to this clause (16), not to
      exceed $30.0 million.

      For purposes of determining compliance with this Section 4.09, in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (16) above,
or is entitled to be incurred pursuant to Section 4.09(a) hereof, the Company
shall be permitted to classify such item of Indebtedness on the date of its
incurrence, or later reclassify all or a portion of such item of Indebtedness,
in any manner that complies with this Section 4.09. Indebtedness under Credit
Facilities outstanding on the date on which Notes are first issued and
authenticated under this Indenture shall initially be deemed to have been
incurred on such date in reliance on the exception provided by clause (1) of the
definition of Permitted Debt. The accrual of interest, the accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, the
reclassification of preferred stock as

                                       53
<PAGE>
Indebtedness due to a change in accounting principles, and the payment of
dividends on Disqualified Stock in the form of additional shares of the same
class of Disqualified Stock shall not be deemed to be an incurrence of
Indebtedness or an issuance of Disqualified Stock for purposes of this Section
4.09; provided, in each such case, that the amount of any such accrual,
accretion or payment is included in Fixed Charges of the Company as accrued.
Notwithstanding any other provision of this Section 4.09, the maximum amount of
Indebtedness that the Company or any Restricted Subsidiary of the Company may
incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as
a result of fluctuations in exchange rates or currency values.

      The amount of any Indebtedness outstanding as of any date shall be:

            (1) the accreted value of the Indebtedness, in the case of any
      Indebtedness issued with original issue discount;

            (2) the principal amount of the Indebtedness, in the case of any
      other Indebtedness; and

            (3) in respect of Indebtedness of another Person secured by a Lien
      on the assets of the specified Person, the lesser of:

                  (A) the Fair Market Value of such assets at the date of
            determination; and

                  (B) the amount of the Indebtedness of the other Person.

Section 4.10 Asset Sales.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

            (1) the Company (or such Restricted Subsidiary, as the case may be)
      receives consideration at the time of the Asset Sale at least equal to the
      Fair Market Value of the assets or Equity Interests issued or sold or
      otherwise disposed of; and

            (2) at least 75% of the consideration received in the Asset Sale by
      the Company or such Restricted Subsidiary is in the form of cash. Solely
      for purposes of this clause (2), each of the following shall be deemed to
      be cash:

                  (A) any liabilities, as shown on the most recent consolidated
            balance sheet of Capital (prior to the Migration) and the Company
            (following the Migration), of the Company or any Restricted
            Subsidiary of the Company (other than contingent liabilities and
            liabilities that are by their terms subordinated to the Notes or any
            Note Guarantee) that are assumed by the transferee of any such
            assets pursuant to a customary novation agreement that releases the
            Company or such Restricted Subsidiary from further liability;

                  (B) any securities, notes or other obligations received by the
            Company or any such Restricted Subsidiary from such transferee that
            are converted by the Company or such Restricted Subsidiary into cash
            within 90 days of receipt, to the extent of the cash received in
            that conversion; and

                  (C) any stock or assets of the kind referred to in clauses (2)
            or (4) of Section 4.10(b).


                                       54
<PAGE>
      (b) Within 365 days after the receipt of any Net Proceeds from an Asset
Sale, the Company (or the applicable Restricted Subsidiary of the Company, as
the case may be) may apply such Net Proceeds at its option:

            (1) to repay Senior Debt and, if the Senior Debt repaid is revolving
      credit Indebtedness, to correspondingly reduce commitments with respect
      thereto;

            (2) to acquire all or substantially all of the assets of, or any
      Capital Stock of, another Permitted Business, if, after giving effect to
      any such acquisition of Capital Stock, the Permitted Business is or
      becomes a Restricted Subsidiary of the Company;

            (3) to make a capital expenditure; or

            (4) to acquire other assets that are not classified as current
      assets under GAAP and that are used or useful in a Permitted Business.

      Pending the final application of any Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest the Net
Proceeds in any manner that is not prohibited by this Indenture.

      Any Net Proceeds from Asset Sales that are not applied or invested as
provided in Section 4.10(b) shall constitute "Excess Proceeds." When the
aggregate amount of Excess Proceeds exceeds $15.0 million, within ten days
thereof, the Company shall make an Asset Sale Offer to all Holders of Notes and
all holders of other Indebtedness that is pari passu with the Notes containing
provisions similar to those set forth in this Indenture with respect to offers
to purchase or redeem with the proceeds of sales of assets in accordance with
Section 3.09 hereof to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer shall be equal to 100% of the principal
amount plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and shall be payable in cash. If any Excess Proceeds remain
after consummation of an Asset Sale Offer, the Company may use those Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and other pari passu Indebtedness tendered
into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee
shall select the Notes and such other pari passu Indebtedness to be purchased on
a pro rata basis. Upon completion of each Asset Sale Offer, the amount of Excess
Proceeds shall be reset at zero.

      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with the Asset Sale
provisions in Sections 3.09 and 4.10 hereof, the Company shall comply with the
applicable securities laws and regulations and shall not be deemed to have
breached its obligations under the Asset Sale provisions of this Indenture by
virtue of such compliance.

Section 4.11 Transactions with Affiliates.

      (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate of the Company (each, an "Affiliate Transaction"), unless:


                                       55
<PAGE>
            (1) the Affiliate Transaction is on terms that are no less favorable
      to the Company or such Restricted Subsidiary than those that would have
      been obtained in a comparable transaction by the Company or such
      Restricted Subsidiary with an unrelated Person; and

            (2) the Company delivers to the Trustee:

                  (A) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $5.0 million, a resolution of the Board of Directors of
            the Company set forth in an Officers' Certificate certifying that
            such Affiliate Transaction complies with this Section 4.11 and that
            such Affiliate Transaction has been approved by a majority of the
            disinterested members of the Board of Directors of the Company; and

                  (B) with respect to any Affiliate Transaction or series of
            related Affiliate Transactions involving aggregate consideration in
            excess of $10.0 million, an opinion as to the fairness to the
            Company or such Subsidiary of such Affiliate Transaction from a
            financial point of view issued by an accounting, appraisal or
            investment banking firm of national standing.

      (b) The following items shall not be deemed to be Affiliate Transactions
and, therefore, shall not be subject to the provisions of Section 4.11(a)
hereof:

            (1) any employment agreement, employee benefit plan, officer or
      director indemnification agreement or any similar arrangement entered into
      by the Company or any of its Restricted Subsidiaries in the ordinary
      course of business and payments pursuant thereto;

            (2) transactions between or among the Company and/or its Restricted
      Subsidiaries;

            (3) transactions with a Person (other than an Unrestricted
      Subsidiary of the Company) that is an Affiliate of the Company solely
      because the Company owns, directly or through a Restricted Subsidiary of
      the Company an Equity Interest in, or controls, such Person;

            (4) payment of reasonable directors' fees to Persons who are not
      otherwise Affiliates of the Company;

            (5) any issuance of Equity Interests (other than Disqualified Stock)
      of the Company to Affiliates of the Company;

            (6) Restricted Payments that do not violate the provisions of
      Section 4.07 hereof;

            (7) loans or advances to employees in the ordinary course of
      business not to exceed $2.0 million in the aggregate at any one time
      outstanding;

            (8) any transaction entered into or effected, and any payments made
      (whether in the form of cash or Equity Interests), as part of the
      Migration;

            (9) any transactions pursuant to, or contemplated by, the Kelso
      Preferred Stock Documents;


                                       56
<PAGE>
            (10) any agreement or transaction relating to the creation or
      management of a captive insurance Subsidiary of the Company or any
      Restricted Subsidiary of the Company that provides insurance for
      self-insurance; and

            (11) transactions effected pursuant to any agreement described in
      the Offering Memorandum under the caption entitled "Certain Relationships
      and Related Transactions" as the same are in effect on the date of this
      Indenture or any amendment, modification or replacement to such agreement
      (so long as such amendment, modification or replacement is not
      disadvantageous to the Holders of the Notes in any material respect).

Section 4.12 Liens.

      The Company shall not and shall not permit any of its Restricted
Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or
become effective any Lien of any kind (other than Permitted Liens) securing
Indebtedness, Attributable Debt or trade payables upon any of their property or
assets, now owned or hereafter acquired, unless all payments due under this
Indenture and the Notes are secured on an equal and ratable basis with the
obligations so secured until such time as such obligations are no longer secured
by a Lien.

Section 4.13 Business Activities.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, engage in any business other than Permitted Businesses, except
to such extent as would not be material to the Company and its Restricted
Subsidiaries taken as a whole.

Section 4.14 Corporate Existence.

      Subject to Article 5 hereof, the Company shall do or cause to be done all
things necessary to preserve and keep in full force and effect:

            (1) its corporate existence, and the corporate, partnership or other
      existence of each of its Subsidiaries, in accordance with the respective
      organizational documents (as the same may be amended from time to time) of
      the Company or any such Subsidiary; and

            (2) the rights (charter and statutory), licenses and franchises of
      the Company and its Subsidiaries; provided, however, that the Company
      shall not be required to preserve any such right, license or franchise, or
      the corporate, partnership or other existence of any of its Subsidiaries,
      if the Board of Directors shall determine that the preservation thereof is
      no longer desirable in the conduct of the business of the Company and its
      Subsidiaries, taken as a whole, and that the loss thereof is not adverse
      in any material respect to the Holders of the Notes.

Section 4.15 Offer to Repurchase Upon Change of Control.

      (a) Upon the occurrence of a Change of Control, the Company shall make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any part
(equal to $1,000 or an integral multiple of $1,000) of that Holder's Notes at a
purchase price in cash equal to 101% of the aggregate principal amount of Notes
repurchased plus accrued and unpaid interest and Liquidated Damages, if any, on
the Notes repurchased to the date of purchase, subject to the rights of Holders
on the relevant record date to receive interest due on the relevant interest
payment date (the "Change of Control Payment"). Within ten days following any
Change of Control, the Company shall mail a notice to each Holder describing the
transaction or transactions that constitute the Change of Control and stating:


                                       57
<PAGE>
            (1) that the Change of Control Offer is being made pursuant to this
      Section 4.15 and that all Notes tendered shall be accepted for payment;

            (2) the purchase price and the purchase date, which shall be no
      earlier than 30 days and no later than 60 days from the date such notice
      is mailed (the "Change of Control Payment Date");

            (3) that any Note not tendered shall continue to accrue interest;

            (4) that, unless the Company defaults in the payment of the Change
      of Control Payment, all Notes accepted for payment pursuant to the Change
      of Control Offer shall cease to accrue interest after the Change of
      Control Payment Date;

            (5) that Holders electing to have any Notes purchased pursuant to a
      Change of Control Offer shall be required to surrender the Notes, with the
      form entitled "Option of Holder to Elect Purchase" attached to the Notes
      completed, or transfer by book-entry transfer, to the Paying Agent at the
      address specified in the notice prior to the close of business on the
      third Business Day preceding the Change of Control Payment Date;

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

            (7) that Holders whose Notes are being purchased only in part shall
      be issued new Notes equal in principal amount to the unpurchased portion
      of the Notes surrendered, which unpurchased portion must be equal to
      $1,000 in principal amount or an integral multiple thereof.

      The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent those laws and regulations are applicable in connection with the
repurchase of the Notes as a result of a Change in Control. To the extent that
the provisions of any securities laws or regulations conflict with the
provisions of Sections 3.09 or this 4.15 hereof, the Company shall comply with
the applicable securities laws and regulations and shall not be deemed to have
breached its obligations under this Section 4.15 by virtue of such compliance.

      (b) On the Change of Control Payment Date, the Company shall, to the
extent lawful:

            (1) accept for payment all Notes or portions of Notes properly
      tendered pursuant to the Change of Control Offer;

            (2) deposit with the Paying Agent an amount equal to the Change of
      Control Payment in respect of all Notes or portions of Notes properly
      tendered; and

            (3) deliver or cause to be delivered to the Trustee the Notes
      properly accepted together with an Officers' Certificate stating the
      aggregate principal amount of Notes or portions of Notes being purchased
      by the Company.

      The Paying Agent shall promptly mail (but in any case not later than five
days after the Change of Control Payment Date) to each Holder of Notes properly
tendered the Change of Control Payment for such Notes, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book


                                       58
<PAGE>
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any, provided that each new Note shall be
in a principal amount of $1,000 or an integral multiple of $1,000. The Company
shall publicly announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.

      Prior to complying with any of the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Company shall either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.15.

      (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon a Change of
Control if (1) a third party makes the Change of Control Offer in the manner, at
the times and otherwise in compliance with the requirements set forth in this
Section 4.15 and purchases all Notes properly tendered and not withdrawn under
the Change of Control Offer, or (2) notice of redemption has been given pursuant
to Section 3.07 hereof, unless and until there is a default in payment of the
applicable redemption price.

Section 4.16 No Layering of Debt.

      The Company shall not incur, create, issue, assume, guarantee or otherwise
become liable for any Indebtedness that is contractually subordinate or junior
in right of payment to any Senior Debt of the Company and senior in right of
payment to the Notes. No Guarantor shall incur, create, issue, assume, guarantee
or otherwise become liable for any Indebtedness that is contractually
subordinate or junior in right of payment to the Senior Debt of such Guarantor
and senior in right of payment to such Guarantor's Note Guarantee. No such
Indebtedness shall be considered to be senior by virtue of being secured on a
first or junior priority basis.

Section 4.17 Limitation on Sale and Leaseback Transactions.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Company or any Restricted Subsidiary of the Company may enter into a sale
and leaseback transaction if:

            (1) the Company or that Restricted Subsidiary, as applicable, could
      have (a) incurred Indebtedness in an amount equal to the Attributable Debt
      relating to such sale and leaseback transaction under Section 4.09 hereof
      and (b) incurred a Lien to secure such Indebtedness under Section 4.12
      hereof;

            (2) the gross cash proceeds of that sale and leaseback transaction
      are at least equal to the Fair Market Value of the property that is the
      subject of that sale and leaseback transaction; and

            (3) the transfer of assets in that sale and leaseback transaction is
      permitted by, and the Company applies the proceeds of such transaction in
      compliance with Section 4.10 hereof.

Section 4.18 Payments for Consent.

      The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that


                                       59
<PAGE>
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

Section 4.19 Additional Note Guarantees.

      If the Company or any of its Restricted Subsidiaries acquires or creates
another Domestic Subsidiary after the date of this Indenture, then that newly
acquired or created Domestic Subsidiary shall become a Guarantor and execute a
supplemental indenture in the form of Exhibit F hereto and deliver an opinion of
counsel reasonably satisfactory to the trustee within 10 business days of the
date on which it was acquired or created; provided, however, that the foregoing
shall not apply to Subsidiaries that have properly been designated as
Unrestricted Subsidiaries in accordance with this Indenture for so long as they
continue to constitute Unrestricted Subsidiaries. The form of such Note
Guarantee is attached as Exhibit E hereto.

Section 4.20 Designation of Restricted and Unrestricted Subsidiaries.

      The Board of Directors of the Company may designate any Restricted
Subsidiary of the Company to be an Unrestricted Subsidiary if that designation
would not cause a Default. If a Restricted Subsidiary of the Company is
designated as an Unrestricted Subsidiary, the aggregate Fair Market Value of all
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the Subsidiary so designated shall be deemed to be an Investment made as of the
time of the designation and shall reduce the amount available for Restricted
Payments under Section 4.07 hereof or under one or more clauses of the
definition of Permitted Investments, as determined by the Company. That
designation shall only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors of the Company may redesignate
any Unrestricted Subsidiary of the Company to be a Restricted Subsidiary if that
redesignation would not cause a Default.

      Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of a resolution of the Board of Directors giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.07 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09 hereof, the Company shall be in
default of such covenant. The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary of the
Company; provided that such designation shall be deemed to be an incurrence of
Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary, and such designation shall only be
permitted if (1) such Indebtedness is permitted under Section 4.09 hereof,
calculated on a pro forma basis as if such designation had occurred at the
beginning of the applicable four-quarter reference period; and (2) no Default or
Event of Default would be in existence following such designation.

Section 4.21 Restrictions on Capital

      Prior to the Migration, Capital shall not, and shall not permit any of its
Foreign Subsidiaries to, take any action that would violate any of the covenants
applicable to the Company and its Restricted Subsidiaries as if Capital and its
Foreign Subsidiaries were Restricted Subsidiaries of the Company, and Capital
and its Foreign Subsidiaries agree that, prior to the Migration, they shall each
be treated as, and shall each be deemed to be, a "Restricted Subsidiary" of the
Company as of the date of this Indenture for


                                       60
<PAGE>
the purposes of the provisions under Section 4.10 (other than clause Section
4.10(a)(2)(A)) and the provisions of Article 4 (other than Section 4.20), unless
Capital and/or its Foreign Subsidiaries are expressly provided for in such
provisions.

Section 4.22 Exemption for Migration

      Nothing in this Indenture shall be construed in any manner that would
prohibit any transaction effected or consummated in connection with the
Migration.

                                    ARTICLE 5
                                   SUCCESSORS

Section 5.01 Merger, Consolidation, or Sale of Assets.

      The Company shall not, directly or indirectly (a) consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation); or (b) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of the properties or assets of the Company and its
Restricted Subsidiaries taken as a whole, in one or more related transactions,
to another Person, unless:

            (1) either:

                  (A) the Company is the surviving corporation; or

                  (B) the Person formed by or surviving any such consolidation
            or merger (if other than the Company) or to which such sale,
            assignment, transfer, conveyance or other disposition has been made
            is a corporation organized or existing under the laws of the United
            States, any state of the United States or the District of Columbia;

            (2) the Person formed by or surviving any such consolidation or
      merger (if other than the Company) or the Person to which such sale,
      assignment, transfer, conveyance or other disposition has been made
      assumes all the obligations of the Company under the Notes, this Indenture
      and the Registration Rights Agreement pursuant to agreements reasonably
      satisfactory to the Trustee;

            (3) immediately after such transaction, no Default or Event of
      Default exists; and

            (4) the Company or the Person formed by or surviving any such
      consolidation or merger (if other than the Company), or to which such
      sale, assignment, transfer, conveyance or other disposition has been made
      would, on the date of such transaction after giving pro forma effect
      thereto and any related financing transactions as if the same had occurred
      at the beginning of the applicable four-quarter period, be permitted to
      incur at least $1.00 of additional Indebtedness pursuant to the Fixed
      Charge Coverage Ratio test set forth in Section 4.09(a) hereof.

      In addition, the Company shall not, directly or indirectly, lease all or
substantially all of the properties and assets of it and its Restricted
Subsidiaries taken as a whole, in one or more related transactions, to any other
Person.

      This Section 5.01 shall not apply to:



                                       61
<PAGE>
            (1) a merger of the Company with an Affiliate solely for the purpose
      of reincorporating the Company in another jurisdiction;

            (2) any consolidation or merger, or any sale, assignment, transfer,
      conveyance, lease or other disposition of assets between or among the
      Company and its Restricted Subsidiaries; or

            (3) the Migration.

Section 5.02 Successor Corporation Substituted.

      Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the
properties or assets of the Company in a transaction that is subject to, and
that complies with the provisions of, Section 5.01 hereof, the successor Person
formed by such consolidation or into or with which the Company is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, assignment, transfer, lease, conveyance or
other disposition, the provisions of this Indenture referring to the "Company"
shall refer instead to the successor Person and not to the Company), and may
exercise every right and power of the Company under this Indenture with the same
effect as if such successor Person had been named as the Company herein;
provided, however, that the predecessor Company shall not be relieved from the
obligation to pay the principal of and interest on the Notes except in the case
of a sale of all or substantially all of the Company's assets in a transaction
that is subject to, and that complies with the provisions of, Section 5.01
hereof.

                                    ARTICLE 6
                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

      Each of the following is an "Event of Default":

            (1) default for 30 days in the payment when due of interest on, or
      Liquidated Damages, if any, with respect to, the Notes, whether or not
      prohibited by the subordination provisions of this Indenture;

            (2) default in the payment when due (at maturity, upon redemption or
      otherwise) of the principal of, or premium, if any, on, the Notes, whether
      or not prohibited by the subordination provisions of Article 10 hereof;

            (3) failure by the Company or any of its Restricted Subsidiaries to
      comply with the provisions of Sections 4.10, 4.15 or 5.01 hereof;

            (4) failure by the Company or any of its Restricted Subsidiaries for
      60 days after notice to the Company by the Trustee or the Holders of at
      least 25% in aggregate principal amount of the Notes then outstanding
      voting as a single class to comply with any of the other agreements in
      this Indenture;

            (5) default under any mortgage, indenture or instrument under which
      there may be issued or by which there may be secured or evidenced any
      Indebtedness for money borrowed by the Company or any of its Restricted
      Subsidiaries (or the payment of which is guaranteed by the


                                       62
<PAGE>
      Company or any of its Restricted Subsidiaries), whether such Indebtedness
      or Guarantee now exists, or is created after the date of this Indenture,
      if that default:


                  (A) is caused by a failure to pay principal of such
            Indebtedness at the stated maturity thereof prior to the expiration
            of the grace period provided in such Indebtedness on the date of
            such default (a "Payment Default"); or


                  (B) results in the acceleration of such Indebtedness prior to
            its express maturity,

            and, in each case, the principal amount of any such Indebtedness,
            together with the principal amount of any other such Indebtedness
            under which there has been a Payment Default or the maturity of
            which has been so accelerated, aggregates $10.0 million or more;

            (6) failure by the Company or any of its Restricted Subsidiaries to
      pay final judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $10.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days

            (7) the Company or any of its Restricted Subsidiaries that is a
      Significant Subsidiary or any group of Restricted Subsidiaries of the
      Company that, taken together, would constitute a Significant Subsidiary
      pursuant to or within the meaning of Bankruptcy Law:

                  (A) commences a voluntary case,

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

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

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

                  (E) generally is not paying its debts as they become due;

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

                  (A) is for relief against the Company or any of its Restricted
            Subsidiaries that is a Significant Subsidiary or any group of
            Restricted Subsidiaries of the Company that, taken together, would
            constitute a Significant Subsidiary in an involuntary case;

                  (B) appoints a custodian of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary or for all or
            substantially all of the property of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary; or

                  (C) orders the liquidation of the Company or any of its
            Restricted Subsidiaries that is a Significant Subsidiary or any
            group of Restricted Subsidiaries of the Company that, taken
            together, would constitute a Significant Subsidiary;

                                       63
<PAGE>
            and the order or decree remains unstayed and in effect for 60
            consecutive days; or

                  (9) except as permitted by this Indenture, any Note Guarantee
            is held in any judicial proceeding to be unenforceable or invalid or
            ceases for any reason to be in full force and effect, or any
            Guarantor, or any Person acting on behalf of any Guarantor, denies
            or disaffirms its obligations under its Note Guarantee.

Section 6.02 Acceleration.

      In the case of an Event of Default specified in clause (7) or (8) of
Section 6.01 hereof, with respect to the Company, any Restricted Subsidiary of
the Company that is a Significant Subsidiary or any group of Restricted
Subsidiaries of the Company that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of the then outstanding Notes may declare all the Notes to be due and
payable immediately. Upon any such declaration, the Notes shall become due and
payable immediately.

      If an Event of Default occurs on or after April 15, 2009 by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 hereof, then, upon acceleration of the Notes, an equivalent premium
shall also become and be immediately due and payable, to the extent permitted by
law, anything in this Indenture or in the Notes to the contrary notwithstanding.
If an Event of Default occurs prior to April 15, 2009 by reason of any willful
action (or inaction) taken (or not taken) by or on behalf of the Company with
the intention of avoiding the prohibition on redemption of the Notes prior to
such date, then, upon acceleration of the Notes, an additional premium shall
also become and be immediately due and payable, to the extent permitted by law,
in an amount, for each of the years beginning on April 15 of the years set forth
below, as set forth below (expressed as a percentage of the principal amount of
the Notes on the date of payment that would otherwise be due but for the
provisions of this sentence):

<TABLE>
<CAPTION>
        YEAR                                                                               PERCENTAGE
        ----                                                                               ----------
<S>                                                                                        <C>
        2004.............................................................................       9.50%
        2005.............................................................................       8.55%
        2006.............................................................................       7.60%
        2007.............................................................................       6.65%
        2008.............................................................................       5.70%
</TABLE>

Section 6.03 Other Remedies.

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

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



                                       64
<PAGE>
Section 6.04 Waiver of Past Defaults.

      Holders of not less than a majority in aggregate principal amount of the
then outstanding Notes by notice to the Trustee may on behalf of the Holders of
all of the Notes waive an existing Default or Event of Default and its
consequences hereunder, except a continuing Default or Event of Default in the
payment of the principal of, premium and Liquidated Damages, if any, or interest
on, the Notes (including in connection with an offer to purchase); provided,
however, that the Holders of a majority in aggregate principal amount of the
then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon.

Section 6.05 Control by Majority.

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

Section 6.06 Limitation on Suits.

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

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

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

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

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

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

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

      Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium and Liquidated
Damages, if any, and interest on the Note, on or after the respective due dates
expressed in the Note (including in connection with an offer to purchase), 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.



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Section 6.08 Collection Suit by Trustee.

      If an Event of Default specified in Section 6.01(1) or (2) hereof occurs
and is continuing, the Trustee is authorized to recover judgment in its own name
and as trustee of an express trust against the Company for the whole amount of
principal of, premium and Liquidated Damages, if any, and interest remaining
unpaid on, the Notes and interest on overdue principal and, to the extent
lawful, interest 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 is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Company
(or any other obligor upon the Notes), its creditors or its property and shall
be entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof. To the extent that the payment of any such compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and
any other amounts due the Trustee under Section 7.07 hereof out of the estate in
any such proceeding, shall be denied for any reason, payment of the same shall
be secured by a Lien on, and shall be paid out of, any and all distributions,
dividends, money, securities and other properties that the Holders may be
entitled to receive in such proceeding whether in liquidation or under any plan
of reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10 Priorities.

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

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

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

            Third: to the Company or to such party as a court of competent
      jurisdiction shall direct.

      The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.10.

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<PAGE>
Section 6.11 Undertaking for Costs.

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

                                    ARTICLE 7
                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

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

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

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

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

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

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

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

      (e) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or incur any liability. The Trustee shall be under no
obligation to exercise any of its rights and powers under


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<PAGE>
this Indenture at the request of any Holders, unless such Holder has offered to
the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

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

Section 7.02 Rights of Trustee.

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

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

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

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

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

      (f) The Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders unless such Holders have offered to the Trustee reasonable indemnity
or security against the losses, liabilities and expenses that might be incurred
by it in compliance with such request 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 Notes and may otherwise deal with the Company or any Affiliate of
the Company with the same rights it would have if it were not Trustee. However,
in the event that the Trustee acquires any conflicting interest it must
eliminate such conflict within 90 days, apply to the SEC for permission to
continue as trustee (if this Indenture has been qualified under the TIA) or
resign. Any Agent may do the same with like rights and duties. The Trustee is
also subject to Sections 7.10 and 7.11 hereof.

Section 7.04 Trustee's Disclaimer.

      The Trustee shall not be responsible for and makes no representation as to
the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Company's use of the proceeds from the Notes or any money
paid to the Company or upon the Company's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or


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<PAGE>
any statement in the Notes or any other document in connection with the sale of
the Notes or pursuant to this Indenture other than its certificate of
authentication.

Section 7.05 Notice of Defaults.

      If a Default or Event of Default occurs and is continuing and if it is
known to the Trustee, the Trustee shall mail to Holders of Notes a notice of the
Default or Event of Default within 90 days after it occurs. Except in the case
of a Default or Event of Default in payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note, the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the Holders
of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

      (a) Within 60 days after each May 15 beginning on May 15, 2005 and for so
long as Notes remain outstanding, the Trustee shall mail to the Holders of the
Notes a brief report dated as of such reporting date that complies with TIA
Section 313(a) (but if no event described in TIA Section 313(a) has occurred
within the twelve months preceding the reporting date, no report need be
transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by TIA Section
313(c).

      (b) A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed by the Trustee to the Company and filed by the Trustee
with the SEC and each stock exchange on which the Notes are listed in accordance
with TIA Section 313(d). The Company shall promptly notify the Trustee when the
Notes are listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

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

      (b) The Company and the Guarantors shall indemnify the Trustee against any
and all losses, liabilities or expenses incurred by it arising out of or in
connection with the acceptance or administration of its duties under this
Indenture, including the costs and expenses of enforcing this Indenture against
the Company and the Guarantors (including this Section 7.07) and defending
itself against any claim (whether asserted by the Company, the Guarantors, any
Holder or any other Person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company or any of the Guarantors of their obligations hereunder. The
Company or such Guarantor 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. Neither the Company nor any
Guarantor need pay for any settlement made without its consent, which consent
shall not be unreasonably withheld.

      (c) The obligations of the Company and the Guarantors under this Section
7.07 shall survive the satisfaction and discharge of this Indenture.



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<PAGE>
      (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

      (e) When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(7) or (8) hereof occurs, the expenses and the
compensation for the services (including the fees and expenses of its agents and
counsel) are intended to constitute expenses of administration under any
Bankruptcy Law.

      (f) The Trustee shall comply with the provisions of TIA Section 313(b)(2)
to the extent applicable.

Section 7.08 Replacement of Trustee.

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

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

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

            (2) 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;

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

            (4) the Trustee becomes incapable of acting.

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

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

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

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


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

Section 7.09 Successor Trustee by Merger, etc.

      If the Trustee consolidates, merges or converts into, or transfers all or
substantially all of its corporate trust business to, another corporation, the
successor or transferee corporation without any further act shall be the
successor Trustee.

Section 7.10 Eligibility; Disqualification.

      There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $50 million
as set forth in its most recent published annual report of condition.

      This Indenture shall always have a Trustee who satisfies the requirements
of TIA Section 310(a)(1), (2) and (5). The Trustee is subject to TIA Section
310(b).

Section 7.11 Preferential Collection of Claims Against Company.

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

                                    ARTICLE 8
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

      The Company may at any time, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, elect to have
either Section 8.02 or 8.03 hereof be applied to all outstanding Notes upon
compliance with the conditions set forth below in this Article 8.

Section 8.02 Legal Defeasance and Discharge.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be deemed to have been discharged from their obligations with respect to all
outstanding Notes (including the Note Guarantees) on the date the conditions set
forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose,
Legal Defeasance means that the Company and the Guarantors shall be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in clauses (1) and (2) below, and to have
satisfied all their other obligations under such Notes, the Note Guarantees and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder:



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<PAGE>
            (1) the rights of Holders of outstanding Notes to receive payments
      in respect of the principal of, or interest or premium and Liquidated
      Damages, if any, on, such Notes when such payments are due from the trust
      referred to in Section 8.04 hereof;

            (2) the Company's obligations with respect to such Notes under
      Article 2 and Section 4.02 hereof;

            (3) the rights, powers, trusts, duties and immunities of the Trustee
      hereunder and the Company's and the Guarantors' obligations in connection
      therewith; and

            (4) this Article 8.

      Subject to compliance with this Article 8, the Company may exercise its
option under this Section 8.02 notwithstanding the prior exercise of its option
under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

      Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each of the Guarantors shall,
subject to the satisfaction of the conditions set forth in Section 8.04 hereof,
be released from each of their obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17, 4.18, 4.19,
4.20, 4.21 and 4.22, hereof and clause (4) of Section 5.01 hereof with respect
to the outstanding Notes on and after the date the conditions set forth in
Section 8.04 hereof are satisfied (hereinafter, "Covenant Defeasance"), and the
Notes shall thereafter be deemed not "outstanding" for the purposes 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 (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes and Note Guarantees, the Company and the Guarantors 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 hereof, but, except as specified above, the
remainder of this Indenture and such Notes and Note Guarantees shall be
unaffected thereby. In addition, upon the Company's exercise under Section 8.01
hereof of the option applicable to this Section 8.03, subject to the
satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01(3) through 6.01(6) and 6.01(9) hereof shall not constitute Events of
Default.

Section 8.04 Conditions to Legal or Covenant Defeasance.

      In order to exercise either Legal Defeasance or Covenant Defeasance under
either Section 8.02 or 8.03 hereof:

            (1) the Company must irrevocably deposit with the Trustee, in trust,
      for the benefit of the Holders, cash in U.S. dollars, non-callable
      Government Securities, or a combination thereof, in such amounts as shall
      be sufficient, in the opinion of a nationally recognized investment bank,
      appraisal firm, or firm of independent public accountants, to pay the
      principal of, premium and Liquidated Damages, if any, and interest on, the
      outstanding Notes on the stated date for payment thereof or on the
      applicable redemption date, as the case may be, and the Company must
      specify whether the Notes are being defeased to such stated date for
      payment or to a particular redemption date;

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<PAGE>
            (2) in the case of an election under Section 8.02 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel confirming that:

                  (A) the Company has received from, or there has been published
            by, the Internal Revenue Service a ruling; or

                  (B) since the date of this Indenture, there has been a change
            in the applicable federal income tax law,

            in either case, to the effect that, and based thereon such Opinion
            of Counsel shall confirm that, the Holders of the outstanding Notes
            shall not recognize income, gain or loss for federal income tax
            purposes as a result of such Legal Defeasance and shall 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;

            (3) in the case of an election under Section 8.03 hereof, the
      Company must deliver to the Trustee an Opinion of Counsel confirming that
      the Holders of the outstanding Notes shall not recognize income, gain or
      loss for federal income tax purposes as a result of such Covenant
      Defeasance and shall 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;

            (4) no Default or Event of Default shall have occurred and be
      continuing on the date of such deposit (other than a Default or Event of
      Default resulting from the borrowing of funds to be applied to such
      deposit);

            (5) such Legal Defeasance or Covenant Defeasance shall not result in
      a breach or violation of, or constitute a default under, any material
      agreement or instrument (other than this Indenture) to which the Company
      or any of its Subsidiaries is a party or by which the Company or any of
      its Subsidiaries is bound;

            (6) the Company must deliver to the Trustee an Officers' Certificate
      stating that the deposit was not made by the Company with the intent of
      preferring the Holders of Notes over the other creditors of the Company
      with the intent of defeating, hindering, delaying or defrauding any
      creditors of the Company or others; and

            (7) the Company must deliver to the Trustee an Officers' Certificate
      and an Opinion of Counsel, each stating that all conditions precedent
      relating to the Legal Defeasance or the Covenant Defeasance have been
      complied with.

      Notwithstanding the foregoing, the Opinion of Counsel required in clause
(2) or (3) above need not be delivered if at such time all outstanding Notes
have been irrevocably called for redemption. In the case of either Legal
Defeasance or Covenant Defeasance, the Note Guarantees shall terminate.

Section 8.05 Deposited Money and Government Securities to be Held in Trust;
Other Miscellaneous Provisions.

      Subject to Section 8.06 hereof, all money and non-callable Government
Securities (including the proceeds thereof) deposited with the Trustee (or other
qualifying trustee, collectively for purposes of this Section 8.05, the
"Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this



                                       73
<PAGE>
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
the Holders of such Notes of all sums due and to become due thereon in respect
of principal, premium and Liquidated Damages, if any, 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 cash or non-callable Government
Securities deposited pursuant to Section 8.04 hereof or the principal and
interest received 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 Notes.

      Notwithstanding anything in this Article 8 to the contrary, the Trustee
shall deliver or pay to the Company from time to time upon the request of the
Company any money or non-callable Government Securities held by it as provided
in Section 8.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee (which may be the opinion delivered under Section
8.04(1) hereof), are in excess of the amount thereof that would then be required
to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Company.

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

Section 8.07 Reinstatement.

      If the Trustee or Paying Agent is unable to apply any U.S. dollars or
non-callable Government Securities in accordance with Section 8.02 or 8.03
hereof, as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's and the Guarantors' obligations under this
Indenture and the Notes and the Note Guarantees shall be revived and reinstated
as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until
such time as the Trustee or Paying Agent is permitted to apply all such money in
accordance with Section 8.02 or 8.03 hereof, as the case may be; provided,
however, that, if the Company makes any payment of principal of, premium or
Liquidated Damages, if any, or interest on, any Note following the reinstatement
of its obligations, the Company shall be subrogated to the rights of the Holders
of such Notes to receive such payment from the money held by the Trustee or
Paying Agent.


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                                    ARTICLE 9
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

      Notwithstanding Section 9.02 of this Indenture, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture or the Notes
or the Note Guarantees without the consent of any Holder of Note:

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

            (2) to provide for uncertificated Notes in addition to or in place
      of certificated Notes;

            (3) to provide for the assumption of the Company's or a Guarantor's
      obligations to the Holders of the Notes and Note Guarantees by a successor
      to the Company or such Guarantor pursuant to Article 5 or Article 11
      hereof;

            (4) to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights hereunder of any such Holder;

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

            (6) to conform the text of this Indenture, the Notes or the Note
      Guarantees to any provision of the "Description of Notes" section of the
      Offering Memorandum, relating to the initial offering of the Notes, to the
      extent that such provision in that "Description of Notes" was intended to
      be a verbatim recitation of a provision of this Indenture, the Note
      Guarantees or the Notes;

            (7) to provide for the issuance of Additional Notes in accordance
      with the limitations set forth in this Indenture as of the date hereof;

            (8) to allow any Guarantor to execute a supplemental indenture
      and/or a Note Guarantee with respect to the Notes; or

            (9) to provide for the Migration.

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

Section 9.02 With Consent of Holders of Notes.

      Except as provided below in this Section 9.02, the Company and the Trustee
may amend or supplement this Indenture (including, without limitation, Section
3.09, 4.10 and 4.15 hereof) and the Notes and the Note Guarantees with the
consent of the Holders of at least a majority in aggregate


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principal amount of the then outstanding Notes (including, without limitation,
Additional Notes, if any) voting as a single class (including, without
limitation, consents obtained in connection with a tender offer or exchange
offer for, or purchase of, the Notes), and, subject to Sections 6.04 and 6.07
hereof, any existing Default or Event of Default (other than a Default or Event
of Default in the payment of the principal of, premium or Liquidated Damages, if
any, or interest on, the Notes, except a payment default resulting from an
acceleration that has been rescinded) or compliance with any provision of this
Indenture or the Notes or the Note Guarantees may be waived with the consent of
the Holders of a majority in aggregate principal amount of the then outstanding
Notes (including, without limitation, Additional Notes, if any) voting as a
single class (including, without limitation, consents obtained in connection
with a tender offer or exchange offer for, or purchase of, the Notes). Section
2.08 hereof shall determine which Notes are considered to be "outstanding" for
purposes of this Section 9.02.

      Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 7.02 hereof, the Trustee shall
join with the Company and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental Indenture.

      It is not be necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it is 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 of Notes 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 amended or supplemental
indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes or the Note Guarantees. However,
without the consent of each Holder affected, an amendment, supplement or waiver
under this Section 9.02 may not (with respect to any Notes held by a
non-consenting Holder):

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

            (2) reduce the principal of or change the fixed maturity of any Note
      or alter or waive any of the provisions with respect to the redemption of
      the Notes (except as provided above with respect to Sections 3.09, 4.10
      and 4.15 hereof);

            (3) reduce the rate of or change the time for payment of interest,
      including default interest, on any Note;

            (4) waive a Default or Event of Default in the payment of principal
      of, or premium or Liquidated Damages, if any, or interest on, the Notes
      (except a rescission of acceleration of the Notes by the Holders of at
      least a majority in aggregate principal amount of the then outstanding
      Notes and a waiver of the payment default that resulted from such
      acceleration);

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



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            (6) make any change in the provisions of this Indenture relating to
      waivers of past Defaults or the rights of Holders of Notes to receive
      payments of principal of, or interest or premium or Liquidated Damages, if
      any, on, the Notes;

            (7) waive a redemption payment with respect to any Note (other than
      a payment required by Sections 3.09, 4.10 or 4.15 hereof);

            (8) release any Guarantor from any of its obligations under its Note
      Guarantee or this Indenture, except in accordance with the terms of this
      Indenture; or

            (9) make any change in the preceding amendment and waiver
      provisions.

Section 9.03 Compliance with Trust Indenture Act.

      Every amendment or supplement to this Indenture or the Notes shall be set
forth in a amended or supplemental indenture that complies with the TIA as then
in effect.

Section 9.04  Revocation and Effect of Consents.

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

Section 9.05 Notation on or Exchange of Notes.

      The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Company in
exchange for all Notes may issue and the Trustee shall, upon receipt of an
Authentication Order, authenticate new Notes that reflect the amendment,
supplement or waiver.

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

Section 9.06 Trustee to Sign Amendments, etc.

      The Trustee shall sign any amended or supplemental indenture authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amended or supplemental indenture until the Board of Directors
of the Company approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon, in addition to the documents required
by Section 13.04 hereof, an Officers' Certificate and an Opinion of Counsel
stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture.



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                                   ARTICLE 10
                                  SUBORDINATION

Section 10.01 Agreement to Subordinate.

      The Company agrees, and each Holder by accepting a Note agrees, that the
Indebtedness evidenced by the Notes is subordinated in right of payment, to the
extent and in the manner provided in this Article 10, to the prior payment in
full in cash of all Senior Debt (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

Section 10.02 Liquidation; Dissolution; Bankruptcy.

      Upon any distribution to creditors of the Company in a liquidation or
dissolution of the Company or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to the Company or its property, in
an assignment for the benefit of creditors or any marshaling of the Company's
assets and liabilities:

            (1) holders of Senior Debt shall be entitled to receive payment in
      full in cash of all Obligations due in respect of such Senior Debt
      (including interest after the commencement of any bankruptcy proceeding at
      the rate specified in the applicable Senior Debt) before the Holders of
      Notes shall be entitled to receive any payment with respect to the Notes
      (except that Holders of Notes may receive and retain Permitted Junior
      Securities and payments made from any defeasance trust created pursuant to
      Section 8.01 or 12.01 hereof); and

            (2) until all Obligations with respect to Senior Debt (as provided
      in clause (1) above) are paid in full, any distribution to which Holders
      would be entitled but for this Article 10 shall be made to holders of
      Senior Debt (except that Holders of Notes may receive and retain Permitted
      Junior Securities and payments made from any defeasance trust created
      pursuant to Section 8.01 hereof), as their interests may appear.

Section 10.03 Default on Designated Senior Debt.

      (a) The Company may not make any payment or distribution to the Trustee or
any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than Permitted Junior Securities and payments made from any defeasance trust
created pursuant to Section 8.01 or 12.01 hereof) if:

            (1) payment default on Designated Senior Debt occurs and is
      continuing beyond any applicable grace period in the agreement, indenture
      or other document governing such Designated Senior Debt; or

            (2) any other default occurs and is continuing on any series of
      Designated Senior Debt that permits holders of that series of Designated
      Senior Debt to accelerate its maturity and the Trustee receives a notice
      of such default (a "Payment Blockage Notice") from the Company of the
      holders of any Designated Senior Debt. If the Trustee receives any such
      Payment Blockage Notice, no subsequent Payment Blockage Notice shall be
      effective for purposes of this Section 10.03 unless and until at least 360
      days have elapsed since the delivery of the immediately prior Payment
      Blockage Notice.



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      No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee may be, or may be made,
the basis for a subsequent Payment Blockage Notice unless such default has been
cured or waived for a period of not less than 90 days after the expiration of
such Payment Blockage Notice.

      (b) The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them:

            (1) in the case of a payment default, upon the date upon which such
      default is cured or waived, and

            (2) in the case of a nonpayment default, upon the earlier of the
      date on which such nonpayment default is cured or waived or 179 days after
      the date on which the applicable Payment Blockage Notice is received,
      unless the maturity of any Designated Senior Debt has been accelerated,

if this Article 10 otherwise permits the payment, distribution or acquisition at
the time of such payment or acquisition.

Section 10.04 Acceleration of Notes.

      If payment of the Notes is accelerated because of an Event of Default, the
Company shall promptly notify holders of Senior Debt of the acceleration.

Section 10.05 When Distribution Must Be Paid Over.

      In the event that the Trustee or any Holder receives any payment of any
Obligations with respect to the Notes (other than Permitted Junior Securities
and payments made from any defeasance trust created pursuant to Section 8.01 or
12.01 hereof) at a time when the Trustee or such Holder, as applicable, has
actual knowledge that such payment is prohibited by Section 10.03 hereof, such
payment shall be held by the Trustee or such Holder, in trust for the benefit
of, and shall be paid forthwith over and delivered, upon written request, to,
the holders of Senior Debt as their interests may appear or their Representative
under the agreement, indenture or other document (if any) pursuant to which
Senior Debt may have been issued, as their respective interests may appear, for
application to the payment of all Obligations with respect to Senior Debt
remaining unpaid to the extent necessary to pay such Obligations in full in
accordance with their terms, after giving effect to any concurrent payment or
distribution to or for the holders of Senior Debt.

      With respect to the holders of Senior Debt, the Trustee undertakes to
perform only those obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee pays over or distributes to or on behalf of Holders or the Company or
any other Person money or assets to which any holders of Senior Debt are then
entitled by virtue of this Article 10, except if such payment is made as a
result of the willful misconduct or gross negligence of the Trustee.

Section 10.06 Notice by Company.

      The Company shall promptly notify the Trustee and the Paying Agent of any
facts known to the Company that would cause a payment of any Obligations with
respect to the Notes to violate this Article


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10, but failure to give such notice shall not affect the subordination of the
Notes to the Senior Debt as provided in this Article 10.

Section 10.07 Subrogation.

      After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes shall be subrogated (equally and ratably with all other
Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt
to receive distributions applicable to Senior Debt to the extent that
distributions otherwise payable to the Holders of Notes have been applied to the
payment of Senior Debt. A distribution made under this Article 10 to holders of
Senior Debt that otherwise would have been made to Holders of Notes is not, as
between the Company and Holders, a payment by the Company on the Notes.

Section 10.08 Relative Rights.

      This Article 10 defines the relative rights of Holders of Notes and
holders of Senior Debt. Nothing in this Indenture shall:

            (1) impair, as between the Company and Holders of Notes, the
      obligation of the Company, which is absolute and unconditional, to pay
      principal of, premium and interest and Liquidated Damages, if any, on, the
      Notes in accordance with their terms;

            (2) affect the relative rights of Holders of Notes and creditors of
      the Company other than their rights in relation to holders of Senior Debt;
      or

            (3) prevent the Trustee or any Holder of Notes from exercising its
      available remedies upon a Default or Event of Default, subject to the
      rights of holders and owners of Senior Debt to receive distributions and
      payments otherwise payable to Holders of Notes.

      If the Company fails because of this Article 10 to pay principal of,
premium or interest or Liquidated Damages, if any, on, a Note on the due date,
the failure shall nonetheless constitute a Default or Event of Default, as the
case may be.

Section 10.09  Subordination May Not Be Impaired by Company.

      No right of any holder of Senior Debt to enforce the subordination of the
Indebtedness evidenced by the Notes may be impaired by any act or failure to act
by the Company or any Holder or by the failure of the Company or any Holder to
comply with this Indenture.

Section 10.10 Distribution or Notice to Representative.

      Whenever a distribution is to be made or a notice given to holders of
Senior Debt, the distribution may be made and the notice given to their
Representative.

      Upon any payment or distribution of assets of the Company referred to in
this Article 10, the Trustee and the Holders of Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction or upon any
certificate of such Representative or of the liquidating trustee or agent or
other Person making any distribution to the Trustee or to the Holders of Notes
for the purpose of ascertaining the Persons entitled to participate in such
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.



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Section 10.11 Rights of Trustee and Paying Agent.

      Notwithstanding the provisions of this Article 10 or any other provision
of this Indenture, the Trustee shall not be charged with knowledge of the
existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee has received at its Corporate
Trust Office at least five Business Days prior to the date of such payment
written notice of facts that would cause the payment of any Obligations with
respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.

      The Trustee in its individual or any other capacity may hold Senior Debt
with the same rights it would have if it were not Trustee. Any Agent may do the
same with like rights.

Section 10.12 Authorization to Effect Subordination.

      Each Holder of Notes, by the Holder's acceptance thereof, authorizes and
directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

Section 10.13 Amendments.

      In addition, any amendment to, or waiver of, the provisions of this
Article 10 that adversely affects the rights of the Holders of the Notes shall
require the consent of the Holders of at least 75% in aggregate principal amount
of Notes then outstanding.

                                   ARTICLE 11
                                 NOTE GUARANTEES

Section 11.01 Guarantee.

      (a) Subject to this Article 11, each of the Guarantors hereby, jointly and
severally, unconditionally guarantees to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that:

            (1) the principal of, premium and Liquidated Damages, if any, and
      interest on, the Notes shall be promptly paid in full when due, whether at
      maturity, by acceleration, redemption or otherwise, and interest on the
      overdue principal of and interest on the Notes, if any, if lawful, and all
      other obligations of the Company to the Holders or the Trustee hereunder
      or thereunder shall be promptly paid in full or performed, all in
      accordance with the terms hereof and thereof; and

            (2) in case of any extension of time of payment or renewal of any
      Notes or any of such other obligations, that same shall be promptly paid
      in full when due or performed in accordance with the terms of the
      extension or renewal, whether at stated maturity, by acceleration or
      otherwise.

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      Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally
obligated to pay the same immediately. Each Guarantor agrees that this is a
guarantee of payment and not a guarantee of collection.

      (b) The Guarantors hereby agree that their obligations hereunder are,
subject to Section 11.03 hereof, unconditional, irrespective of the validity,
regularity or enforceability of the Notes or this Indenture, the absence of any
action to enforce the same, any waiver or consent by any Holder of the Notes
with respect to any provisions hereof or thereof, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenant that this Note Guarantee
shall not be discharged except by complete performance of the obligations
contained in the Notes and this Indenture.

      (c) If any Holder or the Trustee is required by any court or otherwise to
return to the Company, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

      (d) Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (1) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Note Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Note Guarantee. The Guarantors shall have the right to
seek contribution from any non-paying Guarantor so long as the exercise of such
right does not impair the rights of the Holders under the Note Guarantee.

Section 11.02 Subordination of Note Guarantee.

      The Obligations of each Guarantor under its Note Guarantee pursuant to
this Article 11 shall be junior and subordinated to the Senior Debt of such
Guarantor on the same basis as the Notes are junior and subordinated to Senior
Debt of the Company. For the purposes of the foregoing sentence, the Trustee and
the Holders shall have the right to receive and/or retain payments by any of the
Guarantors only at such times as they may receive and/or retain payments in
respect of the Notes pursuant to this Indenture, including Article 10 hereof.

Section 11.03 Limitation on Guarantor Liability.

      Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Note Guarantee of
such Guarantor not constitute a fraudulent transfer or conveyance for purposes
of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders
and the Guarantors hereby irrevocably agree that the obligations of such
Guarantor shall be limited to the maximum amount that shall, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive


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contribution from or payments made by or on behalf of any other Guarantor in
respect of the obligations of such other Guarantor under this Article 11, result
in the obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 11.04 Execution and Delivery of Note Guarantee.

      To evidence its Note Guarantee set forth in Section 11.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto shall be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture shall be executed on behalf of such Guarantor by one of its Officers.

      Each Guarantor hereby agrees that its Note Guarantee set forth in Section
11.01 hereof shall remain in full force and effect notwithstanding any failure
to endorse on each Note a notation of such Note Guarantee.

      If an Officer whose signature is on this Indenture or on the Note
Guarantee no longer holds that office at the time the Trustee authenticates the
Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid
nevertheless.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of the Guarantors.

      In the event that the Company or any of its Restricted Subsidiaries
creates or acquires any Domestic Subsidiary after the date of this Indenture, if
required by Section 4.19 hereof, the Company shall cause such Domestic
Subsidiary to comply with the provisions of Section 4.19 hereof and this Article
11, to the extent applicable.

Section 11.05 Guarantors May Consolidate, etc., on Certain Terms.

      Except as otherwise provided in Section 11.06 hereof, no Guarantor may
sell or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
surviving Person) another Person, other than the Company or another Guarantor,
unless:

            (1) immediately after giving effect to such transaction, no Default
      or Event of Default exists; and

            (2) either:

                  (a) subject to Section 11.06 hereof, the Person acquiring the
      property in any such sale or disposition or the Person formed by or
      surviving any such consolidation or merger unconditionally assumes all the
      obligations of that Guarantor under this Indenture, its Note Guarantee and
      the Registration Rights Agreement on the terms set forth herein or
      therein, pursuant to a supplemental indenture in form and substance
      reasonably satisfactory to the Trustee; or

                  (b) the Net Proceeds of such sale or other disposition are
      applied in accordance with the applicable provisions of this Indenture,
      including without limitation, Section 4.10 hereof.

      In case of any such consolidation, merger, sale or conveyance and upon the
assumption by the successor Person, by supplemental indenture, executed and
delivered to the Trustee and satisfactory in form to the Trustee, of the Note
Guarantee endorsed upon the Notes and the due and punctual


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performance of all of the covenants and conditions of this Indenture to be
performed by the Guarantor, such successor Person shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Note Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under this Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of
this Indenture as though all of such Note Guarantees had been issued at the date
of the execution hereof.

      Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses 2(a) and (b) above, nothing contained in this Indenture or in any of the
Notes shall prevent any consolidation or merger of a Guarantor with or into the
Company or another Guarantor, or shall prevent any sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

Section 11.06 Releases.

      (a) The Note Guarantee of a Guarantor shall be released (i) in connection
with any sale or other disposition of all or substantially all of the assets of
that Guarantor (including by way of merger or consolidation) to a Person that is
not (either before or after giving effect to such transaction) the Company or a
Restricted Subsidiary of the Company if the sale or other disposition does not
violate Section 4.10 of this Indenture or (ii) in connection with any sale or
other disposition of the Capital Stock of that Guarantor such that the Guarantor
ceases to be a Subsidiary of the Company or Capital, if the sale or other
disposition does not violate Section 4.10 of the Indenture. Upon delivery by the
Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to
the effect that such sale or other disposition was made by the Company in
accordance with the provisions of this Indenture, including without limitation
Section 4.10 hereof, the Trustee shall execute any documents reasonably required
in order to evidence the release of any Guarantor from its obligations under its
Note Guarantee.

      (b) Upon designation of any Guarantor as an Unrestricted Subsidiary in
accordance with the terms of this Indenture, such Guarantor shall be released
and relieved of any obligations under its Note Guarantee.

      (c) Upon Legal Defeasance in accordance with Article 8 hereof or
satisfaction and discharge of this Indenture in accordance with Article 12
hereof, each Guarantor shall be released and relieved of any obligations under
its Note Guarantee.

      Upon the consummation of the Migration, the Guarantee of Capital and its
Foreign Subsidiaries shall be released.

      Any Guarantor not released from its obligations under its Note Guarantee
as provided in this Section 11.06 shall remain liable for the full amount of
principal of and interest and premium and Liquidated Damages, if any, on the
Notes and for the other obligations of any Guarantor under this Indenture as
provided in this Article 11.

                                   ARTICLE 12
                           satisfaction and discharge

Section 12.01 Satisfaction and Discharge.

      This Indenture shall be discharged and shall cease to be of further effect
as to all Notes issued hereunder and the related Note Guarantees, when:



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<PAGE>
            (1) either:

                  (a) all Notes that have been authenticated, except lost,
      stolen or destroyed Notes that have been replaced or paid and Notes for
      whose payment money has theretofore been deposited in trust and thereafter
      repaid to the Company pursuant to Section 8.06, have been delivered to the
      Trustee for cancellation; or

                  (b) all Notes that have not been delivered to the Trustee for
      cancellation have become due and payable by reason of the mailing of a
      notice of redemption or otherwise or shall become due and payable within
      one year and the Company or any Guarantor has irrevocably deposited or
      caused to be deposited with the Trustee as trust funds in trust solely for
      the benefit of the Holders, cash in U.S. dollars, non-callable Government
      Securities, or a combination thereof, in such amounts as shall be
      sufficient, without consideration of any reinvestment of interest, to pay
      and discharge the entire Indebtedness on the Notes not delivered to the
      Trustee for cancellation for principal, premium and Liquidated Damages, if
      any, and accrued interest to the date of maturity or redemption;

            (2) no Default or Event of Default has occurred and is continuing on
      the date of such deposit (other than a Default or Event of Default
      resulting from the borrowing of funds to be applied to such deposit) and
      the deposit shall not result in a breach or violation of, or constitute a
      default under, any material agreement or other instrument (other than this
      Indenture) to which the Company or any Guarantor is a party or by which
      the Company or any Guarantor is bound;

            (3) the Company or any Guarantor has paid or caused to be paid all
      sums payable by it under this Indenture; and

            (4) the Company has delivered irrevocable instructions to the
      Trustee under this Indenture to apply the deposited money toward the
      payment of the Notes at maturity or on the redemption date, as the case
      may be.

In addition, the Company must deliver an Officers' Certificate and an Opinion of
Counsel to the Trustee stating that all conditions precedent to satisfaction and
discharge have been satisfied.

      Notwithstanding the satisfaction and discharge of this Indenture, if money
has been deposited with the Trustee pursuant to subclause (b) of clause (1) of
this Section 12.01, the provisions of Sections 12.02 and 8.06 hereof shall
survive. In addition, nothing in this Section 12.01 shall be deemed to discharge
those provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 12.02  Application of Trust Money.

      Subject to the provisions of Section 8.06 hereof, all money deposited with
the Trustee pursuant to Section 12.01 hereof shall be held in trust and applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent (including the Company
acting as its own Paying Agent) as the Trustee may determine, to the Persons
entitled thereto, of the principal (and premium and Liquidated Damages, if any)
and interest for whose payment such money has been deposited with the Trustee;
but such money need not be segregated from other funds except to the extent
required by law.

      If the Trustee or Paying Agent is unable to apply any money or Government
Securities in accordance with Section 12.01 hereof by reason of any legal
proceeding or by reason of any order or


                                       85
<PAGE>
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's and any Guarantor's
obligations under this Indenture and the Notes shall be revived and reinstated
as though no deposit had occurred pursuant to Section 12.01 hereof; provided
that if the Company has made any payment of principal of, premium or Liquidated
Damages, if any, or interest on, any Notes because of the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money or Government Securities held
by the Trustee or Paying Agent.

                                   ARTICLE 13
                                  MISCELLANEOUS

Section 13.01 Trust Indenture Act Controls.

      If any provision of this Indenture limits, qualifies or conflicts with the
duties imposed by TIA Section 318(c), the imposed duties shall control.

Section 13.02 Notices.

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

      If to the Company and/or any Guarantor:

         Waste Services, Inc.
         1122 International Blvd., Suite 601
         Burlington, Ontario
         Canada L7L 6Z8
         Attention: Joy Grahek
         (Fax: (905) 319-9408).

         With a copy to:

         Shearman & Sterling LLP
         599 Lexington Avenue, New York, New York 10022,
         Attention:  Marc Rossell
         (Fax:  (212) 848-5361)

         If to the Trustee:

         Wells Fargo Bank, National Association
         213 Court Street, Suite 703
         Middletown, CT 06457
         Attention:  Joe O'Donnell
          (Fax:  (860) 704-6219)

      The Company, any Guarantor or the Trustee, by written notice to the
others, may designate additional or different addresses for subsequent notices
or communications.



                                       86
<PAGE>
      All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when receipt acknowledged, if transmitted by facsimile; 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 to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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

Section 13.03  Communication by Holders of Notes with Other Holders of Notes.

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

Section 13.04 Certificate and Opinion as to Conditions Precedent.

      Upon any request or application by the Company to the Trustee to take any
action under this Indenture, the Company shall furnish to the Trustee:

            (1) an Officers' Certificate in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of the signers, all
      conditions precedent and covenants, if any, provided for in this Indenture
      relating to the proposed action have been satisfied; and

            (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee (which must include the statements set forth
      in Section 13.05 hereof) stating that, in the opinion of such counsel, all
      such conditions precedent and covenants have been satisfied.

Section 13.05 Statements Required in Certificate or Opinion.

      Each certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) must comply with the provisions of TIA
Section 314(e) and must include:

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

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



                                       87
<PAGE>
            (3) a statement that, in the opinion of such Person, he or she 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

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

Section 13.06 Rules by Trustee and Agents.

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

Section 13.07 No Personal Liability of Directors, Officers, Employees and
Stockholders.

      No past, present or future director, officer, employee, incorporator or
stockholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Note Guarantees or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. This waiver and release are part
of the consideration for issuance of the Notes. The waiver may not be effective
to waive liabilities under the federal securities laws.

Section 13.08 Governing Law.

      THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

Section 13.09 No Adverse Interpretation of Other Agreements.

      This Indenture may not be used to interpret any other indenture, loan or
debt agreement of the Company or its Subsidiaries or of any other Person. Any
such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 13.10 Successors.

      All agreements of the Company in this Indenture and the Notes shall bind
its successors. All agreements of the Trustee in this Indenture shall bind its
successors. All agreements of each Guarantor in this Indenture shall bind its
successors, except as otherwise provided in Section 11.06 hereof.

Section 13.11 Severability.

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

Section 13.12 Counterpart Originals.

      The parties may sign any number of copies of this Indenture. Each signed
copy shall be an original, but all of them together represent the same
agreement.

Section 13.13 Table of Contents, Headings, etc.

                                       88
<PAGE>
      The Table of Contents, Cross-Reference Table and Headings of the Articles
and Sections of this Indenture have been inserted for convenience of reference
only, are not to be considered a part of this Indenture and shall in no way
modify or restrict any of the terms or provisions hereof.

                         [Signatures on following page]



                                       89
<PAGE>
                                   SIGNATURES

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

         Waste Services, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Executive Vice President, General Counsel and Secretary

         Capital Environmental Resource Inc.


         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Executive Vice President, General Counsel and Secretary

         Gap Disposal 2001 Ltd.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Secretary

         Ram-Pak Compaction Systems Ltd.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary
<PAGE>
         6045341 Canada Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary

         Waste Services of Florida, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary

         Jacksonville Florida Landfill, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary




         Jones Road Landfill and Recycling Ltd.

         By its General Partner:
         Jacksonville Florida Landfill, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary

         Omni Waste of Osceola County LLC

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Secretary
<PAGE>
         Cactus Waste Systems, LLC

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Manager

         Waste Services of Arizona, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary



         Waste Services Limited Partner, LLC

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Manager




         Waste Services of Alabama, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary

         WS General Partner, LLC

         By its General Partner:
         Waste Services, Inc.



         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Executive Vice President, General Counsel and Secretary
<PAGE>
         Ruffino Hills Transfer Station LP

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
              Title: Vice President and Secretary

         Fort Bend Regional Landfill LP

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
                  Title: Vice President and Secretary

         Florida Recycling Services, Inc., a Delaware Corporation

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
                  Title: Vice President and Secretary

         Florida Recycling Services, Inc., an Illinois Corporation

         By /s/ Ivan R. Cairns
            -----------------------------------------
              Name: Ivan R. Cairns
                  Title: Vice President and Secretary
<PAGE>
                                          Wells Fargo Bank, National Association
                                           as Trustee

                                          By:   /s/ Frank McDonald
                                                --------------------------------
                                                Name: Frank McDonald
                                                Title: Vice President


<PAGE>

                                                                      EXHIBIT A1


                                 [Face of Note]
--------------------------------------------------------------------------------

                                                        CUSIP/CINS _____________

                    9-1/2% Senior Subordinated Notes due 2014

No. ___                                                            $____________

                              WASTE SERVICES, INC.

promises to pay to [_________________] or registered assigns,

the principal sum of __________________________________________________ DOLLARS
on _____________, 2014.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

Dated: _________________

                                    WASTE SERVICES, INC.


                                    By:_________________________________________
                                       Name:
                                       Title:


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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Trustee


By:__________________________________
          Authorized Signatory


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

                                      A1-1
<PAGE>
                                 [Back of Note]
                    9-1/2% Senior Subordinated Notes due 2014

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. Waste Services, Inc., a Delaware corporation (the
      "Company"), promises to pay interest on the principal amount of this Note
      at __% per annum from ________________, 20__ until maturity and shall pay
      the Liquidated Damages, if any, payable pursuant to Section 5 of the
      Registration Rights Agreement referred to below. The Company shall pay
      interest and Liquidated Damages, if any, semi-annually in arrears on April
      15 and October 15 of each year, or if any such day is not a Business Day,
      on the next succeeding Business Day (each, an "Interest Payment Date").
      Interest on the Notes shall accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest, and if this Note is authenticated between a record date referred
      to on the face hereof and the next succeeding Interest Payment Date,
      interest shall accrue from such next succeeding Interest Payment Date;
      provided further that the first Interest Payment Date shall be
      _____________, 20__. The Company shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on
      overdue principal and premium, if any, from time to time on demand at a
      rate that is 1% per annum in excess of the rate then in effect to the
      extent lawful; it shall pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue installments of
      interest and Liquidated Damages if any (without regard to any applicable
      grace periods) from time to time on demand at the same rate to the extent
      lawful. Interest shall be computed on the basis of a 360-day year of
      twelve 30-day months.

            (2) METHOD OF PAYMENT. The Company shall pay interest on the Notes
      and Liquidated Damages, if any, to the Persons who are registered Holders
      of Notes at the close of business on the April 1 or October 1 next
      preceding the Interest Payment Date, even if such Notes are canceled after
      such record date and on or before such Interest Payment Date, except as
      provided in Section 2.12 of the Indenture with respect to defaulted
      interest. The Notes shall be payable as to principal, premium and
      Liquidated Damages, if any, and interest at the office or agency of the
      Company maintained for such purpose within the City and State of New York,
      or, at the option of the Company, payment of interest and Liquidated
      Damages, if any, may be made by check mailed to the Holders at their
      addresses set forth in the register of Holders; provided that payment by
      wire transfer of immediately available funds shall be required with
      respect to principal of and interest, premium and Liquidated Damages, if
      any, on, all Global Notes and all other Notes the Holders of which shall
      have provided wire transfer instructions to the Company or the Paying
      Agent. Such payment shall be in such coin or currency of the United States
      of America as at the time of payment is legal tender for payment of public
      and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank,
      National Association, the Trustee under the Indenture, shall act as Paying
      Agent and Registrar. The Company may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may
      act in any such capacity.

                                      A1-2
<PAGE>
            (4) INDENTURE. The Company issued the Notes under an Indenture,
      dated as of April 30, 2004 (the "Indenture"), among the Company, the
      Guarantors party thereto and the Trustee. The terms of the Notes include
      those stated in the Indenture and those made part of the Indenture by
      reference to the TIA. The Notes are subject to all such terms, and Holders
      are referred to the Indenture and such Act for a statement of such terms.
      To the extent any provision of this Note conflicts with the express
      provisions of the Indenture, the provisions of the Indenture shall govern
      and be controlling. The Notes are unsecured obligations of the Company.
      The Indenture does not limit the aggregate principal amount of Notes that
      may be issued thereunder.

            (5) OPTIONAL REDEMPTION. (a) Except as set forth in subparagraph (b)
      of this Paragraph 5, the Company shall not have the option to redeem the
      Notes prior to April 15, 2009. On or after April 15, 2009, the Company
      shall have the option to redeem all or a part of the Notes upon not less
      than 30 nor more than 60 days' notice, at the redemption prices (expressed
      as percentages of principal amount) set forth below plus accrued and
      unpaid interest and Liquidated Damages, if any, on the Notes redeemed to
      the applicable redemption date, if redeemed during the twelve-month period
      beginning on April 15 of the years indicated below, subject to the rights
      of Holders on the relevant record date to receive interest on the relevant
      interest payment date:

<TABLE>
<CAPTION>
        Year                                                    Percentage
        ----                                                    ----------
<S>                                                             <C>
        2009.............................................        104.750%
        2010.............................................        103.167%
        2011.............................................        101.583%
        2012 and thereafter..............................        100.000%
</TABLE>

            Unless the Company defaults in the payment of the redemption price,
      interest shall cease to accrue on the Notes or portions thereof called for
      redemption on the applicable redemption date.

                  (b) Notwithstanding the provisions of subparagraph (a) of this
      Paragraph 5, at any time prior to April 15, 2007, the Company may on any
      one or more occasions redeem up to 35% of the aggregate principal amount
      of Notes (including Additional Notes, if any) issued under the Indenture
      at a redemption price of 109.50% of the principal amount, plus accrued and
      unpaid interest and Liquidated Damages, if any, to the redemption date,
      with the net cash proceeds of one or more Equity Offerings of the Company;
      provided that at least 65% of the aggregate principal amount of Notes
      (including Additional Notes, if any) issued under this Indenture
      (excluding Notes held by the Company and its Subsidiaries) remains
      outstanding immediately after the occurrence of such redemption and the
      redemption occurs within 45 days of the date of the closing of any such
      Equity Offering.

            (6) MANDATORY REDEMPTION. The Company is not required to make
      mandatory redemption or sinking fund payments with respect to the Notes.

            (7) REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of
      Control, the Company shall be required to make an offer (a "Change of
      Control Offer") to each Holder to repurchase all or any part (equal to
      $1,000 or an integral multiple thereof) of each Holder's Notes at a
      purchase price in cash equal to 101% of the aggregate principal amount
      thereof plus accrued and unpaid interest and Liquidated Damages, if any,
      thereon to the date of purchase, subject to the rights of Holders on the
      relevant record date to receive interest due on the relevant interest
      payment date (the "Change of Control Payment"). Within 10 days following
      any Change of Control, the Company shall mail a notice to each Holder
      setting forth the procedures governing the Change of Control Offer as
      required by the Indenture.


                                      A1-3
<PAGE>
                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within ten days of each date on which the
      aggregate amount of Excess Proceeds exceeds $15.0 million, the Company
      shall commence an offer to all Holders of Notes and all holders of other
      Indebtedness that is pari passu with the Notes containing provisions
      similar to those set forth in the Indenture with respect to offers to
      purchase or redeem with the proceeds of sales of assets (an "Asset Sale
      Offer") pursuant to Section 3.09 of the Indenture to purchase the maximum
      principal amount of Notes (including any Additional Notes) and such other
      pari passu Indebtedness that may be purchased out of the Excess Proceeds
      at an offer price in cash in an amount equal to 100% of the principal
      amount thereof plus accrued and unpaid interest and Liquidated Damages, if
      any, thereon to the date of purchase, in accordance with the procedures
      set forth in the Indenture. To the extent that the aggregate amount of
      Notes (including any Additional Notes) and other pari passu Indebtedness
      tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds,
      the Company (or such Restricted Subsidiary) may use such deficiency for
      any purpose not otherwise prohibited by the Indenture. If the aggregate
      principal amount of Notes and other pari passu Indebtedness tendered into
      such Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee
      shall select the Notes and such other pari passu Indebtedness to be
      purchased on a pro rata basis. Holders of Notes that are the subject of an
      offer to purchase shall receive an Asset Sale Offer from the Company prior
      to any related purchase date and may elect to have such Notes purchased by
      completing the form entitled "Option of Holder to Elect Purchase" attached
      to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $1,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes
      including Additional Notes, if any, voting as a single class, and any
      existing Default or Event or Default or compliance with any provision of
      the Indenture or the Notes or the Note Guarantees may be waived with the
      consent of the Holders of a majority in aggregate principal amount of the
      then outstanding Notes including Additional Notes, if any, voting as a
      single class. Without the consent of any Holder of a Note, the Indenture
      or the Notes or the Note Guarantees may be

                                      A1-4
<PAGE>
      amended or supplemented to cure any ambiguity, defect or inconsistency, to
      provide for uncertificated Notes in addition to or in place of
      certificated Notes, to provide for the assumption of the Company's or a
      Guarantor's obligations to Holders of the Notes and Note Guarantees in
      case of a merger or consolidation or sale of all or substantially all of
      the Company's or such Guarantor's assets, as applicable, to make any
      change that would provide any additional rights or benefits to the Holders
      of the Notes or that does not adversely affect the legal rights under the
      Indenture of any such Holder, to comply with the requirements of the SEC
      in order to effect or maintain the qualification of the Indenture under
      the TIA, to conform the text of the Indenture or the Notes to any
      provision of the "Description of Notes" section of the Offering
      Memorandum, to the extent that such provision in that "Description of
      Notes" was intended to be a verbatim recitation of a provision of the
      Indenture, the Note Guarantees or the Notes, to provide for the issuance
      of Additional Notes in accordance with the limitations set forth in the
      Indenture, to allow any Guarantor to execute a supplemental indenture to
      the Indenture and/or a Note Guarantee with respect to the Notes or to
      provide for the Migration.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on, or Liquidated Damages,
      if any, with respect to the Notes, whether or not prohibited by the
      subordination provisions of the Indenture; (ii) default in the payment
      when due (at maturity, upon redemption or otherwise) of the principal of,
      or premium, if any, on, the Notes, whether or not prohibited by the
      subordination provisions of the Indenture, (iii) failure by the Company or
      any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or
      5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes then outstanding voting as a single class to comply with any of
      the other agreements in the Indenture or the Notes; (v) default under any
      mortgage, indenture or instrument under which there may be issued or by
      which there may be secured or evidenced any Indebtedness for money
      borrowed by the Company or any of its Restricted Subsidiaries (or the
      payment of which is guaranteed by the Company or any of its Restricted
      Subsidiaries), whether such Indebtedness or Guarantee now exists, or is
      created after the date of this Indenture, if that default (a) is caused by
      a failure to pay principal of such Indebtedness at the stated maturity
      thereof prior to the expiration of the grace period provided in such
      Indebtedness on the date of such default (a "Payment Default"); or (b)
      results in the acceleration of such Indebtedness prior to its express
      maturity, and, in each case, the principal amount of any such
      Indebtedness, together with the principal amount of any other such
      Indebtedness under which there has been a Payment Default or the maturity
      of which has been so accelerated, aggregates $10.0 million or more; (vi)
      failure by the Company or any of its Restricted Subsidiaries to pay final
      judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $10.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days; (vii) certain events of
      bankruptcy or insolvency with respect to the Company or any of its
      Restricted Subsidiaries that is a Significant Subsidiary or any group of
      Restricted Subsidiaries that, taken together, would constitute a
      Significant Subsidiary and (viii) except as permitted by the Indenture,
      any Note Guarantee is held in any judicial proceeding to be unenforceable
      or invalid or ceases for any reason to be in full force and effect or any
      Guarantor or any Person acting on behalf of any Guarantor denies or
      disaffirms its obligations under such Guarantor's Note Guarantee. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable immediately.
      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      shall become due and payable immediately without further action or notice.
      Holders may not enforce the Indenture or the Notes except as provided in
      the Indenture. Subject to certain limitations, Holders of a majority in
      aggregate principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of

                                      A1-5
<PAGE>
      any trust or power. The Trustee may withhold from Holders of the Notes
      notice of any continuing Default or Event of Default (except a Default or
      Event of Default relating to the payment of principal or interest or
      premium or Liquidated Damages, if any) if it determines that withholding
      notice is in their interest. The Holders of a majority in aggregate
      principal amount of the then outstanding Notes by notice to the Trustee
      may, on behalf of the Holders of all of the Notes, rescind an acceleration
      or waive any existing Default or Event of Default and its consequences
      under the Indenture except a continuing Default or Event of Default in the
      payment of interest or premium or Liquidated Damages, if any, on, or the
      principal of, the Notes. The Company is required to deliver to the Trustee
      annually a statement regarding compliance with the Indenture, and the
      Company is required, upon becoming aware of any Default or Event of
      Default, to deliver to the Trustee a statement specifying such Default or
      Event of Default.

            (13) SUBORDINATION. Payment of principal, interest and premium and
      Liquidated Damages, if any, on the Notes is subordinated to the prior
      payment of Senior Debt on the terms provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. Subject to the provisions of the
      Indenture and the TIA, the Trustee, in its individual or any other
      capacity, may make loans to, accept deposits from, and perform services
      for the Company or its Affiliates, and may otherwise deal with the Company
      or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Notes, the Note Guarantees or the Indenture or for
      any claim based on, in respect of, or by reason of, such obligations or
      their creation. Each Holder by accepting a Note waives and releases all
      such liability. This waiver and release are part of the consideration for
      the issuance of the Notes.

            (16) AUTHENTICATION. This Note shall not be valid until
      authenticated by the manual signature of the Trustee or an authenticating
      agent.

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

            (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes shall have all the rights set forth in the
      Registration Rights Agreement dated as of April 30, 2004, among the
      Company, the Guarantors and the Initial Purchasers or, in the case of
      Additional Notes, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have the rights set forth in one or more
      registration rights agreements, if any, among the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the Guarantors to the purchasers of any Additional Notes (collectively,
      the "Registration Rights Agreement").

            (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the
      Committee on Uniform Security Identification Procedures, the Company has
      caused CUSIP numbers to be printed on the Notes, and the Trustee may use
      CUSIP numbers in notices of redemption as a convenience to Holders. No
      representation is made as to the accuracy of such numbers either as


                                      A1-6
<PAGE>
      printed on the Notes or as contained in any notice of redemption, and
      reliance may be placed only on the other identification numbers placed
      thereon.

            (20) GOVERNING LAW. THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
      OF NEW YORK.

      The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Waste Services, Inc.
1122 International Boulevard, Suite 601
Burlington, Ontario
Canada L7L 6Z8
Attention: Joy Grahek


                                      A1-7
<PAGE>
                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to:___________________________________
                                                (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date: _______________

                                     Your Signature:____________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A1-8
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                  [ ] Section 4.10          [ ] Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                $________________

Date: _______________

                                    Your Signature:_____________________________
                                             (Sign exactly as your name appears
                                              on the face of this Note)

                                    Tax Identification No.:_____________________

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A1-9
<PAGE>
             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                           Principal Amount
                           Amount of decrease    Amount of increase in    of this Global Note       Signature of
                           in Principal Amount      Principal Amount        following such       authorized officer
                                   of                      of                  decrease             of Trustee or
    Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
    ----------------        ----------------        ----------------         -------------            ---------
<S>                        <C>                   <C>                      <C>                    <C>



</TABLE>


* This schedule should be included only if the Note is issued in global form.

                                     A1-10
<PAGE>
                                                                      EXHIBIT A2


                  [Face of Regulation S Temporary Global Note]
--------------------------------------------------------------------------------

                                                        CUSIP/CINS _____________

                    9-1/2% Senior Subordinated Notes due 2014

No. ___                                                            $____________

                              WASTE SERVICES, INC.

promises to pay to [________________] or registered assigns,

the principal sum of __________________________________________________ DOLLARS
on _____________, 2014.

Interest Payment Dates: April 15 and October 15

Record Dates: April 1 and October 1

Dated: ______________________

                                     WASTE SERVICES, INC.


                                     By:________________________________________
                                        Name:
                                        Title:


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

WELLS FARGO BANK, NATIONAL ASSOCIATION,
  as Trustee


By:________________________________
        Authorized Signatory


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

                                      A2-1
<PAGE>
                  [Back of Regulation S Temporary Global Note]
                    9-1/2% Senior Subordinated Notes due 2014

THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND THE
CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED NOTES, ARE AS
SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL NOTE SHALL BE ENTITLED
TO RECEIVE PAYMENT OF INTEREST HEREON.

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS
GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION
2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR
DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

THE NOTES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933 (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A PERSON WHOM THE SELLER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF
RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE
ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (2) IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE
903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144
THEREUNDER (IF AVAILABLE), (4) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN
THE MEANING OF RULE 501(A)(1), (2), (3), OR (7) UNDER THE SECURITIES ACT IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR
(5) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
(B) IN

                                      A2-2
<PAGE>
ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED
STATES, AND THE HOLDER AGREES THAT IT SHALL DELIVER TO EACH PERSON TO WHOM THIS
NOTE OR AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
OF THIS LEGEND.

      Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

            (1) INTEREST. Waste Services, Inc., a Delaware corporation (the
      "Company"), promises to pay interest on the principal amount of this Note
      at ___% per annum from ________________, 20__ until maturity and shall pay
      the Liquidated Damages, if any, payable pursuant to Section 5 of the
      Registration Rights Agreement referred to below. The Company shall pay
      interest and Liquidated Damages, if any, semi-annually in arrears on April
      15 and October 15 of each year, or if any such day is not a Business Day,
      on the next succeeding Business Day (each, an "Interest Payment Date").
      Interest on the Notes shall accrue from the most recent date to which
      interest has been paid or, if no interest has been paid, from the date of
      issuance; provided that if there is no existing Default in the payment of
      interest, and if this Note is authenticated between a record date referred
      to on the face hereof and the next succeeding Interest Payment Date,
      interest shall accrue from such next succeeding Interest Payment Date;
      provided further that the first Interest Payment Date shall be
      _____________, 20__. The Company shall pay interest (including
      post-petition interest in any proceeding under any Bankruptcy Law) on
      overdue principal and premium, if any, from time to time on demand at a
      rate that is 1% per annum in excess of the rate then in effect to the
      extent lawful; it shall pay interest (including post-petition interest in
      any proceeding under any Bankruptcy Law) on overdue installments of
      interest and Liquidated Damages if any (without regard to any applicable
      grace periods) from time to time on demand at the same rate to the extent
      lawful. Interest shall be computed on the basis of a 360-day year of
      twelve 30-day months.

            (2) METHOD OF PAYMENT. The Company shall pay interest on the Notes
      and Liquidated Damages, if any, to the Persons who are registered Holders
      of Notes at the close of business on the April 1 or October 1 next
      preceding the Interest Payment Date, even if such Notes are canceled after
      such record date and on or before such Interest Payment Date, except as
      provided in Section 2.12 of the Indenture with respect to defaulted
      interest. The Notes shall be payable as to principal, premium and
      Liquidated Damages, if any, and interest at the office or agency of the
      Company maintained for such purpose within the City and State of New York,
      or, at the option of the Company, payment of interest and Liquidated
      Damages, if any, may be made by check mailed to the Holders at their
      addresses set forth in the register of Holders; provided that payment by
      wire transfer of immediately available funds shall be required with
      respect to principal of and interest, premium and Liquidated Damages, if
      any, on, all Global Notes and all other Notes the Holders of which shall
      have provided wire transfer instructions to the Company or the Paying
      Agent. Such payment shall be in such coin or currency of the United States
      of America as at the time of payment is legal tender for payment of public
      and private debts.

            (3) PAYING AGENT AND REGISTRAR. Initially, Wells Fargo Bank,
      National Association, the Trustee under the Indenture, shall act as Paying
      Agent and Registrar. The Company may change any Paying Agent or Registrar
      without notice to any Holder. The Company or any of its Subsidiaries may
      act in any such capacity.

            (4) INDENTURE. The Company issued the Notes under an Indenture,
      dated as of April 30, 2004 (the "Indenture"), among the Company, the
      Guarantors party thereto and the Trustee. The terms of the Notes include
      those stated in the Indenture and those made part of the Indenture by


                                      A2-3
<PAGE>
      reference to the TIA. The Notes are subject to all such terms, and Holders
      are referred to the Indenture and such Act for a statement of such terms.
      To the extent any provision of this Note conflicts with the express
      provisions of the Indenture, the provisions of the Indenture shall govern
      and be controlling. The Notes are unsecured obligations of the Company.
      The Indenture does not limit the aggregate principal amount of Notes that
      may be issued thereunder.

            (5) OPTIONAL REDEMPTION. (a) Except as set forth in subparagraph (b)
      of this Paragraph 5, the Company shall not have the option to redeem the
      Notes prior to April 15, 2009. On or after April 15, 2009, the Company
      shall have the option to redeem all or a part of the Notes upon not less
      than 30 nor more than 60 days' notice, at the redemption prices (expressed
      as percentages of principal amount) set forth below plus accrued and
      unpaid interest and Liquidated Damages, if any, on the Notes redeemed to
      the applicable redemption date, if redeemed during the twelve-month period
      beginning on April 15 of the years indicated below, subject to the rights
      of Holders on the relevant record date to receive interest on the relevant
      interest payment date:

<TABLE>
<CAPTION>
      Year                                                            Percentage
      ----                                                            ----------
<S>                                                                   <C>
      2009........................................................     104.750%
      2010........................................................     103.167%
      2011........................................................     101.583%
      2012 and thereafter.........................................     100.000%
</TABLE>

            Unless the Company defaults in the payment of the redemption price,
      interest shall cease to accrue on the Notes or portions thereof called for
      redemption on the applicable redemption date.

                  (b) Notwithstanding the provisions of subparagraph (a) of this
      Paragraph 5, at any time prior to April 15, 2007, the Company may on any
      one or more occasions redeem up to 35% of the aggregate principal amount
      of Notes (including Additional Notes, if any) issued under the Indenture
      at a redemption price of 109.50% of the principal amount, plus accrued and
      unpaid interest and Liquidated Damages, if any, to the redemption date,
      with the net cash proceeds of one or more Equity Offerings of the Company;
      provided that at least 65% of the aggregate principal amount of Notes
      (including Additional Notes, if any) issued under this Indenture
      (excluding Notes held by the Company and its Subsidiaries) remains
      outstanding immediately after the occurrence of such redemption and the
      redemption occurs within 45 days of the date of the closing of any such
      Equity Offering.

            (6) MANDATORY REDEMPTION. The Company is not required to make
      mandatory redemption or sinking fund payments with respect to the Notes.

            (7) REPURCHASE AT THE OPTION OF HOLDER. (a) If there is a Change of
      Control, the Company shall be required to make an offer (a "Change of
      Control Offer") to each Holder to repurchase all or any part (equal to
      $1,000 or an integral multiple thereof) of each Holder's Notes at a
      purchase price in cash equal to 101% of the aggregate principal amount
      thereof plus accrued and unpaid interest and Liquidated Damages, if any,
      thereon to the date of purchase, subject to the rights of Holders on the
      relevant record date to receive interest due on the relevant interest
      payment date (the "Change of Control Payment"). Within 10 days following
      any Change of Control, the Company shall mail a notice to each Holder
      setting forth the procedures governing the Change of Control Offer as
      required by the Indenture.

                  (b) If the Company or a Restricted Subsidiary of the Company
      consummates any Asset Sales, within ten days of each date on which the
      aggregate amount of Excess Proceeds

                                      A2-4
<PAGE>
      exceeds $15.0 million, the Company shall commence an offer to all Holders
      of Notes and all holders of other Indebtedness that is pari passu with the
      Notes containing provisions similar to those set forth in the Indenture
      with respect to offers to purchase or redeem with the proceeds of sales of
      assets (an "Asset Sale Offer") pursuant to Section 3.09 of the Indenture
      to purchase the maximum principal amount of Notes (including any
      Additional Notes) and such other pari passu Indebtedness that may be
      purchased out of the Excess Proceeds at an offer price in cash in an
      amount equal to 100% of the principal amount thereof plus accrued and
      unpaid interest and Liquidated Damages, if any, thereon to the date of
      purchase, in accordance with the procedures set forth in the Indenture. To
      the extent that the aggregate amount of Notes (including any Additional
      Notes) and other pari passu Indebtedness tendered pursuant to an Asset
      Sale Offer is less than the Excess Proceeds, the Company (or such
      Restricted Subsidiary) may use such deficiency for any purpose not
      otherwise prohibited by the Indenture. If the aggregate principal amount
      of Notes and other pari passu Indebtedness tendered into such Asset Sale
      Offer exceeds the amount of Excess Proceeds, the Trustee shall select the
      Notes and such other pari passu Indebtedness to be purchased on a pro rata
      basis. Holders of Notes that are the subject of an offer to purchase shall
      receive an Asset Sale Offer from the Company prior to any related purchase
      date and may elect to have such Notes purchased by completing the form
      entitled "Option of Holder to Elect Purchase" attached to the Notes.

            (8) NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
      least 30 days but not more than 60 days before the redemption date to each
      Holder whose Notes are to be redeemed at its registered address, except
      that redemption notices may be mailed more than 60 days prior to a
      redemption date if the notice is issued in connection with a defeasance of
      the Notes or a satisfaction or discharge of the Indenture. Notes in
      denominations larger than $1,000 may be redeemed in part but only in whole
      multiples of $1,000, unless all of the Notes held by a Holder are to be
      redeemed.

            (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered
      form without coupons in denominations of $1,000 and integral multiples of
      $1,000. The transfer of Notes may be registered and Notes may be exchanged
      as provided in the Indenture. The Registrar and the Trustee may require a
      Holder, among other things, to furnish appropriate endorsements and
      transfer documents and the Company may require a Holder to pay any taxes
      and fees required by law or permitted by the Indenture. The Company need
      not exchange or register the transfer of any Note or portion of a Note
      selected for redemption, except for the unredeemed portion of any Note
      being redeemed in part. Also, the Company need not exchange or register
      the transfer of any Notes for a period of 15 days before a selection of
      Notes to be redeemed or during the period between a record date and the
      corresponding Interest Payment Date.

            (10) PERSONS DEEMED OWNERS. The registered Holder of a Note may be
      treated as its owner for all purposes.

            (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
      exceptions, the Indenture or the Notes or the Note Guarantees may be
      amended or supplemented with the consent of the Holders of at least a
      majority in aggregate principal amount of the then outstanding Notes
      including Additional Notes, if any, voting as a single class, and any
      existing Default or Event or Default or compliance with any provision of
      the Indenture or the Notes or the Note Guarantees may be waived with the
      consent of the Holders of a majority in aggregate principal amount of the
      then outstanding Notes including Additional Notes, if any, voting as a
      single class. Without the consent of any Holder of a Note, the Indenture
      or the Notes or the Note Guarantees may be amended or supplemented to cure
      any ambiguity, defect or inconsistency, to provide for uncertificated
      Notes in addition to or in place of certificated Notes, to provide for the
      assumption

                                      A2-5
<PAGE>
      of the Company's or a Guarantor's obligations to Holders of the Notes and
      Note Guarantees in case of a merger or consolidation or sale of all or
      substantially all of the Company's or such Guarantor's assets, as
      applicable, to make any change that would provide any additional rights or
      benefits to the Holders of the Notes or that does not adversely affect the
      legal rights under the Indenture of any such Holder, to comply with the
      requirements of the SEC in order to effect or maintain the qualification
      of the Indenture under the TIA, to conform the text of the Indenture or
      the Notes to any provision of the "Description of Notes" section of the
      Offering Memorandum, to the extent that such provision in that
      "Description of Notes" was intended to be a verbatim recitation of a
      provision of the Indenture, the Note Guarantees or the Notes, to provide
      for the issuance of Additional Notes in accordance with the limitations
      set forth in the Indenture, to allow any Guarantor to execute a
      supplemental indenture to the Indenture and/or a Note Guarantee with
      respect to the Notes or to provide for the Migration.

            (12) DEFAULTS AND REMEDIES. Events of Default include: (i) default
      for 30 days in the payment when due of interest on, or Liquidated Damages,
      if any, with respect to the Notes, whether or not prohibited by the
      subordination provisions of the Indenture; (ii) default in the payment
      when due (at maturity, upon redemption or otherwise) of the principal of,
      or premium, if any, on, the Notes, whether or not prohibited by the
      subordination provisions of the Indenture, (iii) failure by the Company or
      any of its Restricted Subsidiaries to comply with Section 4.10, 4.15 or
      5.01 of the Indenture; (iv) failure by the Company or any of its
      Restricted Subsidiaries for 60 days after notice to the Company by the
      Trustee or the Holders of at least 25% in aggregate principal amount of
      the Notes then outstanding voting as a single class to comply with any of
      the other agreements in the Indenture or the Notes; (v) default under any
      mortgage, indenture or instrument under which there may be issued or by
      which there may be secured or evidenced any Indebtedness for money
      borrowed by the Company or any of its Restricted Subsidiaries (or the
      payment of which is guaranteed by the Company or any of its Restricted
      Subsidiaries), whether such Indebtedness or Guarantee now exists, or is
      created after the date of this Indenture, if that default (a) is caused by
      a failure to pay principal of such Indebtedness at the stated maturity
      thereof prior to the expiration of the grace period provided in such
      Indebtedness on the date of such default (a "Payment Default"); or (b)
      results in the acceleration of such Indebtedness prior to its express
      maturity, and, in each case, the principal amount of any such
      Indebtedness, together with the principal amount of any other such
      Indebtedness under which there has been a Payment Default or the maturity
      of which has been so accelerated, aggregates $10.0 million or more; (vi)
      failure by the Company or any of its Restricted Subsidiaries to pay final
      judgments entered by a court or courts of competent jurisdiction
      aggregating in excess of $10.0 million, which judgments are not paid,
      discharged or stayed for a period of 60 days; (vii) certain events of
      bankruptcy or insolvency with respect to the Company or any of its
      Restricted Subsidiaries that is a Significant Subsidiary or any group of
      Restricted Subsidiaries that, taken together, would constitute a
      Significant Subsidiary and (viii) except as permitted by the Indenture,
      any Note Guarantee is held in any judicial proceeding to be unenforceable
      or invalid or ceases for any reason to be in full force and effect or any
      Guarantor or any Person acting on behalf of any Guarantor denies or
      disaffirms its obligations under such Guarantor's Note Guarantee. If any
      Event of Default occurs and is continuing, the Trustee or the Holders of
      at least 25% in aggregate principal amount of the then outstanding Notes
      may declare all the Notes to be due and payable immediately.
      Notwithstanding the foregoing, in the case of an Event of Default arising
      from certain events of bankruptcy or insolvency, all outstanding Notes
      shall become due and payable immediately without further action or notice.
      Holders may not enforce the Indenture or the Notes except as provided in
      the Indenture. Subject to certain limitations, Holders of a majority in
      aggregate principal amount of the then outstanding Notes may direct the
      Trustee in its exercise of any trust or power. The Trustee may withhold
      from Holders of the Notes notice of any continuing Default or Event of
      Default (except a Default or Event of Default relating to the

                                      A2-6
<PAGE>
      payment of principal or interest or premium or Liquidated Damages, if any)
      if it determines that withholding notice is in their interest. The Holders
      of a majority in aggregate principal amount of the then outstanding Notes
      by notice to the Trustee may, on behalf of the Holders of all of the
      Notes, rescind an acceleration or waive any existing Default or Event of
      Default and its consequences under the Indenture except a continuing
      Default or Event of Default in the payment of interest or premium or
      Liquidated Damages, if any, on, or the principal of, the Notes. The
      Company is required to deliver to the Trustee annually a statement
      regarding compliance with the Indenture, and the Company is required, upon
      becoming aware of any Default or Event of Default, to deliver to the
      Trustee a statement specifying such Default or Event of Default.

            (13) SUBORDINATION. Payment of principal, interest and premium and
      Liquidated Damages, if any, on the Notes is subordinated to the prior
      payment of Senior Debt on the terms provided in the Indenture.

            (14) TRUSTEE DEALINGS WITH COMPANY. Subject to the provisions of the
      Indenture and the TIA, the Trustee, in its individual or any other
      capacity, may make loans to, accept deposits from, and perform services
      for the Company or its Affiliates, and may otherwise deal with the Company
      or its Affiliates, as if it were not the Trustee.

            (15) NO RECOURSE AGAINST OTHERS. No director, officer, employee,
      incorporator or stockholder of the Company or any of the Guarantors, as
      such, shall have any liability for any obligations of the Company or the
      Guarantors under the Notes, the Note Guarantees or the Indenture or for
      any claim based on, in respect of, or by reason of, such obligations or
      their creation. Each Holder by accepting a Note waives and releases all
      such liability. This waiver and release are part of the consideration for
      the issuance of the Notes.

            (16) AUTHENTICATION. This Note shall not be valid until
      authenticated by the manual signature of the Trustee or an authenticating
      agent.

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

            (18) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
      RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders
      of Notes under the Indenture, Holders of Restricted Global Notes and
      Restricted Definitive Notes shall have all the rights set forth in the
      Registration Rights Agreement dated as of April 30, 2004, among the
      Company, the Guarantors and the Initial Purchasers or, in the case of
      Additional Notes, Holders of Restricted Global Notes and Restricted
      Definitive Notes shall have the rights set forth in one or more
      registration rights agreements, if any, among the Company, the Guarantors
      and the other parties thereto, relating to rights given by the Company and
      the Guarantors to the purchasers of any Additional Notes (collectively,
      the "Registration Rights Agreement").

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


                                      A2-7
<PAGE>
            (20) GOVERNING LAW. THE INDENTURE, THIS NOTE AND THE NOTE GUARANTEES
      SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE
      OF NEW YORK.

      The Company shall furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

Waste Services, Inc.
1122 International Boulevard, Suite 601
Burlington, Ontario
Canada L7L 6Z8
Attention: Joy Grahek


                                      A2-8
<PAGE>


                                 ASSIGNMENT FORM

      To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                 (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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

and irrevocably appoint _______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                                        Your Signature:_________________________
                                           (Sign exactly as your name appears on
                                           the face of this Note)

Signature Guarantee*: ____________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A2-9
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Note purchased by the Company pursuant
to Section 4.10 or 4.15 of the Indenture, check the appropriate box below:

                     Section 4.10               Section 4.15

      If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased:

                                 $______________

Date: _______________

                                        Your Signature:_________________________
                                           (Sign exactly as your name appears on
                                           the face of this Note)

                                        Tax Identification No.:_________________

Signature Guarantee*: _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                     A2-10
<PAGE>
  SCHEDULE OF EXCHANGES OF INTERESTS IN THE REGULATION S TEMPORARY GLOBAL NOTE

      The following exchanges of a part of this Regulation S Temporary Global
Note for an interest in another Global Note, or exchanges of a part of another
Restricted Global Note for an interest in this Regulation S Temporary Global
Note, have been made:


<TABLE>
<CAPTION>
                                                                           Principal Amount
                           Amount of decrease    Amount of increase in    of this Global Note       Signature of
                           in Principal Amount      Principal Amount        following such       authorized officer
                                   of                      of                  decrease             of Trustee or
    Date of Exchange        this Global Note        this Global Note         (or increase)            Custodian
    ----------------        ----------------        ----------------         -------------            ---------
<S>                        <C>                   <C>                      <C>                    <C>

</TABLE>


                                     A2-11
<PAGE>
                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

Waste Services, Inc.
1122 International Boulevard, Suite 601
Burlington, Ontario
Canada, L7L 6Z8

Wells Fargo Bank, National Association
213 Court Street
Suite 703
Middletown, CT 06457


      Re: 9-1/2% Senior Subordinated Notes due 2014

      Reference is hereby made to the Indenture, dated as of April 30, 2004 (the
"Indenture"), among Waste Services, inc. as issuer (the "Company"), the
Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

      ___________________, (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to ___________________________ (the "Transferee"), as further specified in Annex
A hereto. In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

      1. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE 144A GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO RULE 144A. The
Transfer is being effected pursuant to and in accordance with Rule 144A under
the Securities Act of 1933, as amended (the "Securities Act"), and, accordingly,
the Transferor hereby further certifies that the beneficial interest or
Definitive Note is being transferred to a Person that the Transferor reasonably
believes is purchasing the beneficial interest or Definitive Note for its own
account, or for one or more accounts with respect to which such Person exercises
sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A, and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Note shall be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Note and/or the Restricted Definitive Note and
in the Indenture and the Securities Act.

      2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
THE REGULATION S TEMPORARY GLOBAL NOTE, THE REGULATION S PERMANENT GLOBAL NOTE
OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO REGULATION S. The Transfer is being
effected pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that
(i) the Transfer is not being made to a Person in the United States and (x) at
the time the buy order was originated, the Transferee was outside the United
States or such Transferor and any Person acting on its behalf reasonably
believed and believes that the Transferee was outside the United States or (y)
the transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the


                                      B-1
<PAGE>
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act, (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note shall be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Permanent Global Note, the Regulation S Temporary Global Note and/or the
Restricted Definitive Note and in the Indenture and the Securities Act.

      3. [ ] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL
INTEREST IN THE IAI GLOBAL NOTE OR A RESTRICTED DEFINITIVE NOTE PURSUANT TO ANY
PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The
Transfer is being effected in compliance with the transfer restrictions
applicable to beneficial interests in Restricted Global Notes and Restricted
Definitive Notes and pursuant to and in accordance with the Securities Act and
any applicable blue sky securities laws of any state of the United States, and
accordingly the Transferor hereby further certifies that (check one):

            (a) [ ] such Transfer is being effected pursuant to and in
      accordance with Rule 144 under the Securities Act;

                                       or

            (b) [ ] such Transfer is being effected to the Company or a
      subsidiary thereof;

                                       or

            (c) [ ] such Transfer is being effected pursuant to an effective
      registration statement under the Securities Act and in compliance with the
      prospectus delivery requirements of the Securities Act;

                                       or

            (d) [ ] such Transfer is being effected to an Institutional
      Accredited Investor and pursuant to an exemption from the registration
      requirements of the Securities Act other than Rule 144A, Rule 144, Rule
      903 or Rule 904, and the Transferor hereby further certifies that it has
      not engaged in any general solicitation within the meaning of Regulation D
      under the Securities Act and the Transfer complies with the transfer
      restrictions applicable to beneficial interests in a Restricted Global
      Note or Restricted Definitive Notes and the requirements of the exemption
      claimed, which certification is supported by (1) a certificate executed by
      the Transferee in the form of Exhibit D to the Indenture and (2) an
      Opinion of Counsel provided by the Transferor or the Transferee (a copy of
      which the Transferor has attached to this certification), to the effect
      that such Transfer is in compliance with the Securities Act. Upon
      consummation of the proposed transfer in accordance with the terms of the
      Indenture, the transferred beneficial interest or Definitive Note shall be
      subject to the restrictions on transfer enumerated in the Private
      Placement Legend printed on the IAI Global Note and/or the Restricted
      Definitive Notes and in the Indenture and the Securities Act.

      4. [ ] CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN
AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.


                                       B-2
<PAGE>
      (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to AND in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note shall no longer be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the Restricted Global Notes, on
Restricted Definitive Notes and in the Indenture.

      (b) [ ] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The Transfer is
being effected pursuant tO and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Definitive Notes and in the Indenture.

      (c) [ ] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The Transfer
is being effected pursuanT to and in compliance with an exemption from the
registration requirements of the Securities Act other than Rule 144, Rule 903 or
Rule 904 and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any State of the United
States and (ii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note shall not be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Global Notes or
Restricted Definitive Notes and in the Indenture.

      This certificate and the statements contained herein are made for the
benefit of each of you.

                                        ________________________________________
                                           [Insert Name of Transferor]



                                        By:_____________________________________
                                           Name:
                                           Title:

Dated:_______________


                                      B-3
<PAGE>
                       ANNEX A TO CERTIFICATE OF TRANSFER

1.    The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

      (a)   [ ] a beneficial interest in the:

            (i)   [ ] 144A Global Note (CUSIP _________), or

            (ii)  [ ] Regulation S Global Note (CUSIP _________), or

            (iii) [ ] IAI Global Note (CUSIP _________); or

      (b)   [ ] a Restricted Definitive Note.

2.    After the Transfer the Transferee will hold:

                                   [CHECK ONE]

      (a)   [ ] a beneficial interest in the:

            (i)   [ ] 144A Global Note (CUSIP _________), or

            (ii)  [ ] Regulation S Global Note (CUSIP _________), or

            (iii) [ ] IAI Global Note (CUSIP _________); or

            (iv)  [ ] Unrestricted Global Note (CUSIP _________); or

      (b)   [ ] a Restricted Definitive Note; or

      (c)   [ ] an Unrestricted Definitive Note,

      in accordance with the terms of the Indenture.


                                      B-4
<PAGE>
                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

Waste Services, Inc.
1122 International Boulevard, Suite 601
Burlington, Ontario
Canada L7L 6Z8

Wells Fargo Bank, National Association
213 Court Street
Suite 703
Middletown, CT 06457


      Re: 9-1/2% Senior Subordinated Notes due 2014

      Reference is hereby made to the Indenture, dated as of April 30, 2004 (the
"Indenture"), among Waste Services, inc. as issuer (the "Company"), the
Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

      __________________________, (the "Owner") owns and proposes to exchange
the Note[s] or interest in such Note[s] specified herein, in the principal
amount of $____________ in such Note[s] or interests (the "Exchange"). In
connection with the Exchange, the Owner hereby certifies that:

      1. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN A
RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN AN UNRESTRICTED GLOBAL NOTE

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global Note
for a beneficial interest in an Unrestricted Global Note in an equal principal
amount, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to the Global
Notes and pursuant to and in accordance with the Securities Act of 1933, as
amended (the "Securities Act"), (iii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the beneficial interest in
an Unrestricted Global Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      (b) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to the
Restricted Global Notes and pursuant to and in accordance with the Securities
Act, (iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the Definitive Note is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.


                                       C-1
<PAGE>
      (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange
of a Restricted Definitive Note for a beneficial interest in an Unrestricted
Global Note, the Owner hereby certifies (i) the beneficial interest is being
acquired for the Owner's own account without transfer, (ii) such Exchange has
been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Notes and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

      (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

      2. EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

      (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued shall continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

      (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO BENEFICIAL
INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the
Owner's Restricted Definitive Note for a beneficial interest in the [CHECK ONE]
[ ] 144A Global Note, [ ] Regulation S Global Note, [ ] IAI Global Note with an
equal princIpal amount, the Owner hereby certifies (i) the beneficial interest
is being acquired for the Owner's own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, and in compliance with any applicable blue sky securities
laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued shall be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the relevant Restricted Global Note and in
the Indenture and the Securities Act.


                                       C-2
<PAGE>
      This certificate and the statements contained herein are made for the
benefit of each of you.

                                           _____________________________________
                                           [Insert Name of Transferor]


                                        By:_____________________________________
                                           Name:
                                           Title:

Dated: ______________________


                                      C-3
<PAGE>
                                                                       EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Waste Services, Inc.
1122 International Boulevard, Suite 601
Burlington, Ontario
Canada L7L 6Z8

Wells Fargo Bank, National Association
213 Court Street
Suite 703
Middletown, CT 06457


      Re: 9-1/2% Senior Subordinated Notes due 2014

      Reference is hereby made to the Indenture, dated as of April 30, 2004 (the
"Indenture"), among Waste Services, inc. as issuer (the "Company"), the
Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

      In connection with our proposed purchase of $____________ aggregate
principal amount of:

      (a)   [ ] a beneficial interest in a Global Note, or

      (b)   [ ] a Definitive Note,

      we confirm that:

      1. We understand that any subsequent transfer of the Notes or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and not to resell, pledge
or otherwise transfer the Notes or any interest therein except in compliance
with, such restrictions and conditions and the Securities Act of 1933, as
amended (the "Securities Act").

      2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we shall do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and an Opinion of Counsel in form
reasonably acceptable to the Company to the effect that such transfer is in
compliance with the Securities Act, (D) outside the United States in accordance
with Rule 904 of Regulation S under the Securities Act, (E) pursuant to the
provisions of Rule 144(k) under the Securities Act or (F) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any Person purchasing the Definitive Note or beneficial interest
in a Global Note from us in a transaction meeting the requirements of clauses
(A) through (E) of this paragraph a notice advising such purchaser that resales
thereof are restricted as stated herein.


                                       D-1
<PAGE>
      3. We understand that, on any proposed resale of the Notes or beneficial
interest therein, we shall be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. We further understand that the Notes purchased by us shall bear a
legend to the foregoing effect.

      4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

      5. We are acquiring the Notes or beneficial interest therein purchased by
us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

      You are each entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby.

                                           _____________________________________
                                           [Insert Name of Accredited Investor]


                                        By:_____________________________________
                                           Name:
                                           Title:

Dated: _______________________


                                      D-2
<PAGE>
                                                                       EXHIBIT E

                         [FORM OF NOTATION OF GUARANTEE]

      For value received, each Guarantor (which term includes any successor
Person under the Indenture) has, jointly and severally, unconditionally
guaranteed, to the extent set forth in the Indenture and subject to the
provisions in the Indenture dated as of April 30, 2004 (the "Indenture") among
Waste Services, Inc. (the "Company"), the Guarantors party thereto and Wells
Fargo Bank, National Association, as trustee (the "Trustee"), (a) the due and
punctual payment of the principal of, premium and Liquidated Damages, if any,
and interest on, the Notes, whether at maturity, by acceleration, redemption or
otherwise, the due and punctual payment of interest on overdue principal of and
interest on the Notes, if any, if lawful, and the due and punctual performance
of all other obligations of the Company to the Holders or the Trustee all in
accordance with, and subject to, the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article 11 of the Indenture and reference
is hereby made to the Indenture for the precise terms of the Note Guarantee.
Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound
by such provisions, (b) authorizes and directs the Trustee, on behalf of such
Holder, to take such action as may be necessary or appropriate to effectuate the
subordination as provided in the Indenture and (c) appoints the Trustee
attorney-in-fact of such Holder for such purpose.

      Capitalized terms used but not defined herein have the meanings given to
them in the Indenture.


                                        [NAME OF GUARANTOR(S)]


                                        By:_____________________________________
                                           Name:
                                           Title:


                                      E-1
<PAGE>
                                                                       EXHIBIT F

                         [FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS]

      SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, 200__, among __________________ (the "Guaranteeing
Subsidiary"), a subsidiary of Waste Services, Inc. (or its permitted successor),
a Delaware corporation (the "Company"), the Company, the other Guarantors (as
defined in the Indenture referred to herein) party to the Indenture on the date
hereof and Wells Fargo Bank, National Association, as trustee under the
Indenture referred to below (the "Trustee").

                               W I T N E S S E T H

      WHEREAS, the Company has heretofore executed and delivered to the Trustee
an indenture (the "Indenture"), dated as of April 30, 2004, providing for the
issuance of 9-1/2% Senior Subordinated Notes due 2014 (the "Notes");

      WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

      WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

      NOW, THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

      1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

      2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees to
provide an unconditional Guarantee on the terms and subject to the conditions
set forth in the Note Guarantee and in the Indenture including but not limited
to Article 11 thereof.

      4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any obligations of the Company
or any Guarantor (including the Guaranteeing Subsidiary) under the Notes, any
Note Guarantees, the Indenture or this Supplemental Indenture, as applicable, or
for any claim based on, in respect of, or by reason of, such obligations or
their creation. Each Holder of the Notes by accepting a Note waives and releases
all such liability. This waiver and release are part of the consideration for
issuance of the Notes. Such waiver may not be effective to waive liabilities
under the federal securities laws and it is the view of the SEC that such a
waiver is against public policy.

      5. NEW YORK LAW TO GOVERN. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK.

      6. Counterparts. The parties may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them
together represent the same agreement.


                                      F-1
<PAGE>
                                                                       EXHIBIT F

      7. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

      8. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.


                                      F-2
<PAGE>
                                                                       EXHIBIT F

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



                                        [Guaranteeing Subsidiary]

                                        By:  _______________________________
                                             Name:
                                             Title:

                                        Waste Services, Inc.

                                        By:  _______________________________
                                             Name:
                                             Title:

                                        [Other Guarantors Existing on Date of
                                        This Supplemental Indenture]


                                        By:  _______________________________
                                             Name:
                                             Title:



                                        Wells Fargo Bank, National Association
                                          as Trustee

                                        By:  _______________________________
                                             Authorized Signatory


                                      F-3