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                                JII HOLDINGS, LLC

                        JII HOLDINGS FINANCE CORPORATION

                                     Issuers

                                       and

                             JORDAN INDUSTRIES, INC.

                                Initial Guarantor

                        13% SENIOR SECURED NOTES DUE 2007


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

                                    INDENTURE

                          Dated as of February 18, 2004

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

                         U.S. Bank National Association

                                     Trustee

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


All references in this Indenture to Subsidiary Guarantors and Subsidiary
Guarantees are provided to indicate the provisions that will apply in respect of
the Subsidiary Guarantors and Subsidiary Guarantees after the date, if any, on
which the Subsidiary Guarantees are provided. For all purposes prior to the
Guarantee Date, if any, unless otherwise indicated, references in this Indenture
to Subsidiary Guarantors shall be to Restricted Subsidiaries of the Company and
all references to Guarantors shall be to Jordan and the Restricted Subsidiaries
of the Company.

<PAGE>




                             CROSS-REFERENCE TABLE*

        Trust Indenture Act Section                          Indenture Section
        310(a)(1).......................................            7.10
             (a)(2).....................................            7.10
             (a)(3).....................................            N.A.
             (a)(4).....................................            N.A.
             (a)(5).....................................            7.10
             (b)........................................            7.10
             (c)........................................            N.A.
        311(a)..........................................            7.11
             (b)........................................            7.11
             (c)........................................            N.A.
        312(a)..........................................            2.05
             (b)........................................           15.03
             (c)........................................           15.03
        313(a)..........................................            7.06
             (b)........................................           11.07
             (b)(1).....................................           11.07
             (b)(2).....................................         7.06; 7.07
             (c)........................................     7.06; 11.07; 15.02
             (d)........................................            7.06
        314(a)..........................................     4.03; 15.02; 15.05
             (a)(4).....................................           15.05
             (b)........................................           11.07
             (c)(1).....................................           15.04
             (c)(2).....................................           15.04
             (c)(3).....................................            N.A.
             (d)........................................        11.06, 11.07
             (e)........................................           15.05
             (f)........................................            N.A.
        315(a)..........................................            7.01
             (b)........................................         7.05,15.02
             (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)........................................            2.12
        317(a)(1).......................................            6.08
             (a)(2).....................................            6.09
             (b)........................................            2.04
        318(a)..........................................           15.01
             (b)........................................            N.A.
             (c)........................................           15.01

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



<PAGE>
                                TABLE OF CONTENTS
                                                                          Page
                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01    Definitions..................................................1
Section 1.02    Other Definitions...........................................30
Section 1.03    Incorporation by Reference of Trust Indenture Act...........30
Section 1.04    Rules of Construction.......................................31

                                   ARTICLE 2.
                                   THE NOTES

Section 2.01    Form and Dating.............................................31
Section 2.02    Execution and Authentication................................32
Section 2.03    Registrar and Paying Agent..................................33
Section 2.04    Paying Agent to Hold Money in Trust.........................33
Section 2.05    Holder Lists................................................33
Section 2.06    Transfer and Exchange.......................................34
Section 2.07    Replacement Notes...........................................46
Section 2.08    Outstanding Notes...........................................46
Section 2.09    Treasury Notes..............................................46
Section 2.10    Temporary Notes.............................................47
Section 2.11    Cancellation................................................47
Section 2.12    Defaulted Interest..........................................47

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

Section 3.01    Notices to Trustee..........................................47
Section 3.02    Selection of Notes to Be Redeemed or Purchased..............48
Section 3.03    Notice of Redemption........................................48
Section 3.04    Effect of Notice of Redemption..............................49
Section 3.05    Deposit of Redemption or Purchase Price.....................49
Section 3.06    Notes Redeemed or Purchased in Part.........................49
Section 3.07    Optional Redemption.........................................49
Section 3.08    Mandatory Redemption........................................50
Section 3.09    Offer to Purchase by Application of Excess Proceeds.........50

                                    ARTICLE 4.
                                    COVENANTS

Section 4.01    Payment of Notes............................................52
Section 4.02    Maintenance of Office or Agency.............................52
Section 4.03    Reports.....................................................53
Section 4.04    Compliance Certificate......................................54
Section 4.05    Taxes.......................................................54
Section 4.06    Stay, Extension and Usury Laws..............................55
Section 4.07    Restricted Payments.........................................55
Section 4.08    Dividend and Other Payment Restrictions Affecting
                  Subsidiaries..............................................58
Section 4.09    Incurrence of Indebtedness and Issuance of Preferred Stock..59
Section 4.10    Asset Sales.................................................63
Section 4.11    Transactions with Affiliates................................64
Section 4.12    Liens.......................................................65
Section 4.13    Corporate Maintenance.......................................66
Section 4.14    Corporate Existence.........................................66
Section 4.15    Offer to Repurchase Upon Change of Control..................67
Section 4.16    Additional Note Guarantees..................................68
Section 4.17    Designation of Restricted and Unrestricted Subsidiaries.....69
Section 4.18    Real Property Collateral....................................69
Section 4.19    Additional Collateral.......................................70
Section 4.20    Further Assurances; Expense Reimbursement; Insurance........71
Section 4.21    Payments for Consent........................................72
Section 4.22    Restrictions on Activities of JII Finance...................73
Section 4.23    Subsidiary Guarantees.......................................73
Section 4.24    No Layering of Debt by Guarantors...........................73
Section 4.25    Funds Received by Jordan from any other Subsidiaries........73

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01    Merger, Consolidation, or Sale of Assets....................74
Section 5.02    Successor Corporation Substituted...........................76

                                   ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01    Events of Default...........................................76
Section 6.02    Acceleration................................................78
Section 6.03    Other Remedies..............................................79
Section 6.04    Waiver of Past Defaults.....................................79
Section 6.05    Control by Majority.........................................80
Section 6.06    Limitation on Suits.........................................80
Section 6.07    Rights of Holders of Notes to Receive Payment...............80
Section 6.08    Collection Suit by Trustee..................................81
Section 6.09    Trustee May File Proofs of Claim............................81
Section 6.10    Priorities..................................................81
Section 6.11    Undertaking for Costs.......................................82

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01    Duties of Trustee...........................................82
Section 7.02    Rights of Trustee...........................................83
Section 7.03    Individual Rights of Trustee................................84
Section 7.04    Trustee's Disclaimer........................................84
Section 7.05    Notice of Defaults..........................................84
Section 7.06    Reports by Trustee to Holders of the Notes..................84
Section 7.07    Compensation and Indemnity..................................85
Section 7.08    Replacement of Trustee......................................85
Section 7.09    Successor Trustee by Merger, etc............................86
Section 7.10    Eligibility; Disqualification...............................86
Section 7.11    Preferential Collection of Claims Against the Issuers.......87

                                   ARTICLE 8.
                     LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant
                  Defeasance................................................87
Section 8.02    Legal Defeasance and Discharge..............................87
Section 8.03    Covenant Defeasance.........................................87
Section 8.04    Conditions to Legal or Covenant Defeasance..................88
Section 8.05    Deposited Money and Government Securities to be Held
                  in Trust; Other Miscellaneous Provisions..................89
Section 8.06    Repayment to Company........................................90
Section 8.07    Reinstatement...............................................90

                                    ARTICLE 9.
                          AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes.........................90
Section 9.02    With Consent of Holders of Notes............................91
Section 9.03    Compliance with Trust Indenture Act.........................93
Section 9.04    Revocation and Effect of Consents...........................93
Section 9.05    Notation on or Exchange of Notes............................93
Section 9.06    Trustee to Sign Amendments, etc.............................93

                                   ARTICLE 10.
                          SUBORDINATION OF NOE GUARANTEES

Section 10.01   Agreement to Subordinate....................................94
Section 10.02   Liquidation; Dissolution; Bankruptcy........................94
Section 10.03   Default on Senior Debt......................................94
Section 10.04   Acceleration of Notes.......................................95
Section 10.05   When Distribution Must Be Paid Over.........................95
Section 10.06   Notice by the Guarantor.....................................95
Section 10.07   Subrogation.................................................96
Section 10.08   Relative Rights.............................................96
Section 10.09   Subordination May Not Be Impaired by Company................96
Section 10.10   Distribution or Notice to Representative....................96
Section 10.11   Rights of Trustee and Paying Agent..........................97
Section 10.12   Authorization to Effect Subordination.......................97
Section 10.13   Amendments..................................................97
Section 10.14   Effectiveness of Subordination of Note Guarantees...........97

                                   ARTICLE 11.
                             COLLATERAL AND SECURITY

Section 11.01   Security Documents..........................................97
Section 11.02   Ranking of Note Liens.......................................97
Section 11.03   Order of Application........................................98
Section 11.04   Collateral Agent............................................99
Section 11.05   Authorization of Actions to be Taken.......................100
Section 11.06   Release of Note Liens......................................100
Section 11.07   Filings, Recording and Opinions............................102
Section 11.08   Amendment of Security Documents............................103

                                   ARTICLE 12.
                                NOTE GUARANTEES

Section 12.01   Guarantee..................................................104
Section 12.02   Limitation on Guarantor Liability..........................105
Section 12.03   Execution and Delivery of Note Guarantee...................105
Section 12.04   Subsidiary Guarantors May Consolidate, etc.,
                  on Certain Terms.........................................106
Section 12.05   Releases...................................................107
Section 12.06   Restrictions on Enforcement by Subsidiaries................108
Section 12.07   Effectiveness of Note Guarantees...........................108
Section 12.08   Canadian Guarantors........................................108

                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01   Satisfaction and Discharge.................................108
Section 13.02   Application of Trust Money.................................109

                                   ARTICLE 14.
                              REGISTRATION RIGHTS

Section 14.01   Filing of Registration Statement...........................110
Section 14.02   Registration Rights........................................111

                                   ARTICLE 15.
                                 MISCELLANEOUS

Section 15.01   Trust Indenture Act Controls...............................112
Section 15.02   Notices....................................................112
Section 15.03   Communication by Holders of Notes with Other Holders
                  of Notes.................................................113
Section 15.04   Certificate and Opinion as to Conditions Precedent.........114
Section 15.05   Statements Required in Certificate or Opinion..............114
Section 15.06   Rules by Trustee and Agents................................114
Section 15.07   No Personal Liability of Directors, Officers, Employees
                  and Stockholders.........................................114
Section 15.08   Governing Law..............................................114
Section 15.09   No Adverse Interpretation of Other Agreements..............115
Section 15.10   Successors.................................................115
Section 15.11   Severability...............................................115
Section 15.12   Judgment Currency..........................................115
Section 15.13   Counterpart Originals......................................115
Section 15.14   Table of Contents, Headings, etc...........................115

                                    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 NOTE GUARANTEE
Exhibit F  FORM OF SUPPLEMENTAL INDENTURE




<PAGE>

         INDENTURE dated as of February 18, 2004 among JII Holdings, LLC, a
Delaware limited liability company (the "Company"), JII Holdings Finance
Corporation, a Delaware corporation ("JII Finance" and together with the
Company, the "Issuers"), Jordan Industries, Inc., a Delaware corporation
("Jordan"), as initial guarantor, and U.S. Bank National Association, as trustee
(the "Trustee").

         The Issuers, Jordan 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 13% Senior Secured Notes due 2007 (the "Notes"):

All references in this Indenture to Subsidiary Guarantors and Subsidiary
Guarantees are provided to indicate the provisions that will apply in respect of
the Subsidiary Guarantors and Subsidiary Guarantees after the date, if any, on
which the Subsidiary Guarantees are provided. For all purposes prior to the
Guarantee Date, if any, unless otherwise indicated, references in this Indenture
to Subsidiary Guarantors shall be to Restricted Subsidiaries of the Company and
all references to Guarantors shall be to Jordan and the Restricted Subsidiaries
of the Company.

                                   ARTICLE 1.
                          DEFINITIONS AND INCORPORATION
                                  BY REFERENCE

Section 1.01      Definitions.

         "90%-owned Restricted Subsidiary" means any Restricted Subsidiary of
the Company, 90% or more of the outstanding Capital Stock or other ownership
interests of which (other than directors' qualifying shares) will at the time be
owned by the Company or the Company and one or more Wholly-Owned Restricted
Subsidiaries of the Company.

         "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 will 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.

         "Act of Required Noteholders" means, as to any matter at any time, a
direction in writing delivered to the Collateral Agent by or with the written
consent of the Holders of a majority in aggregate outstanding principal amount
of Notes then outstanding. For this purpose, Note Debt registered in the name
of, or beneficially owned by, either Issuer or any of their Affiliates will be
deemed not to be outstanding.


                                       1
<PAGE>

         "Additional Notes" means an unlimited principal amount of 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 class as the Initial Notes.

         "Affiliate" means any of the following: (1) any Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with the Company; (2) any spouse, immediate family member or other
relative who has the same principal residence as any person described in clause
(1) above, (3) any trust in which any such Persons described in clause (1) or
(2) above has a beneficial interest, and (4) any Person of which any such
Persons described above collectively are the Beneficial Owners of 50% or more of
the equity of such Persons. 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 and the terms "controlling," "controlled by" and "under common control
with" have correlative meanings. No Person (other than the Company or any
Subsidiary of the Company) in whom a Receivables Subsidiary makes an Investment
in connection with a Qualified Receivables Transaction will be deemed to be an
Affiliate of the Company or any of its Subsidiaries solely by reason of such
Investment.

         "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 Subsidiaries taken as a whole will be governed by the
         provisions of Section 4.15 hereof and/or the provisions of Section 5.01
         hereof and not by the provisions of Section 4.10 hereof; and

                  (2) the issuance of Equity Interests in any of the Company's
         Restricted Subsidiaries or the sale of Equity Interests in any of its
         Subsidiaries.

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

                  (1) any single transaction or series of related transactions
         that involves assets having a Fair Market Value of less than $1.0
         million;

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

                  (3) an 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 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;


                                       2
<PAGE>

                  (6) the granting of any Permitted Lien;

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

                  (8) the issuance of Equity Interests of the Company or a
         Restricted Subsidiary to its respective directors or employees;
         provided, that in the case of a Restricted Subsidiary, such entity
         remains a 90%-owned Restricted Subsidiary;

                  (9) sales of accounts receivable and related assets of the
         type specified in the definition of "Qualified Receivables Transaction"
         to a Receivables Subsidiary for the Fair Market Value thereof as
         determined in accordance with GAAP; provided, that the aggregate amount
         of cash received in connection with all such sales since the date of
         this Indenture is equal to at least 75% of the aggregate Fair Market
         Value of such accounts receivable and related assets, as determined in
         accordance with GAAP, sold since the date of this Indenture, it being
         understood that, for the purposes of this clause (9), notes received in
         exchange for the transfer of accounts receivable and related assets
         will be deemed cash if the Receivables Subsidiary or other payor is
         required to repay said notes as soon as practicable from available cash
         collections less amounts required to be established as reserves
         pursuant to contractual agreements with entities that are not
         Affiliates of the Company entered into as part of a Qualified
         Receivables Transaction;

                  (10) transfers of accounts receivable and related assets of
         the type specified in the definition of "Qualified Receivables
         Transaction" (or a fractional undivided interest therein) by a
         Receivables Subsidiary in a Qualified Receivables Transaction; and

                  (11) Permitted Payments to Parent.

         "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" will 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, with respect to:

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

                  (2) a partnership, the board of directors of the general
         partner of the partnership;

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

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

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


                                       3
<PAGE>

         "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.

         "Cash Equivalents" means:

                  (1) United States dollars and, in respect of any Foreign
         Subsidiary, foreign currencies used by such Foreign Subsidiary in the
         ordinary course of its business;

                  (2) securities issued or directly and fully guaranteed or
         insured by the United States government or any agency or
         instrumentality of the United States government (provided, that the
         full faith and credit of the United States is pledged in support of
         those securities) having maturities of not more than six months 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 and overnight bank
         deposits, in each case, with any lender party to the Credit Agreement
         or with any domestic commercial bank having capital and surplus in
         excess of $500.0 million and a Thomson Bank Watch Rating of "B" or
         better;

                  (4) repurchase obligations with a term of not more than seven
         days for underlying securities of the types described in clauses (2)
         and (3) above entered into with any financial institution meeting the
         qualifications specified in clause (3) above;

                  (5) commercial paper having one of the two highest ratings
         obtainable from Moody's Investors Service, Inc. or Standard & Poor's
         Rating Services and, in each case, maturing within six months after the
         date of acquisition; and

                  (6) money market funds at least 95% of the assets of which
         constitute Cash Equivalents of the kinds described in clauses (1)
         through (5) of this definition.

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

                                       4
<PAGE>

                  (1) the Jordan Stockholders shall fail to be the Beneficial
         Owners, directly or indirectly, of at least 22% of the outstanding
         shares of common stock of Jordan on a fully-diluted basis (provided,
         that the issuance of any shares of Jordan's common stock pursuant to a
         primary public offering shall not be considered to have diluted such
         percentage ownership);

                  (2) Jordan is merged or consolidated with another corporation,
         or all or substantially all of the assets of Jordan are sold, leased or
         conveyed to another Person, and the Jordan Stockholders are not the
         Beneficial Owners, directly or indirectly, immediately following such
         transaction, of at least 22% of the Equity Interests (which are
         entitled to vote in the election of directors or other governing body)
         of the corporation surviving any such consolidation or merger, or the
         Person to which such sale, lease or conveyance shall have been made;
         provided, that following any such transaction no other "person" (as
         such term is used in Section 13(d) of the Exchange Act) is the
         Beneficial Owner of more of the Equity Interests (which are entitled to
         vote in the election of directors or other governing body) than the
         Jordan Stockholders;

                  (3) either of the Issuers or Jordan is liquidated or
         dissolved;

                  (4) after an initial public offering of the Company or any
         direct or indirect parent of the Company, the first day on which a
         majority of the members of the Board of Directors of the Company are
         not Continuing Directors;

                  (5) the first day on which Jordan ceases to own at least 80%
         of the outstanding Equity Interests of the Company, Beneficially and of
         record;

                  (6) 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) other than a Jordan Stockholder; or

                  (7) the first day on which the Company fails to own 100% of
         the issued and outstanding  Equity  Interests of JII Finance.

         "Clearstream" means Clearstream Banking, S.A.

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

         "Collateral" means all present and future properties and assets of the
Company or any other Obligor upon which a security interest is granted to secure
Note Obligations pursuant to the Security Documents, other than Excluded Assets.

         "Collateral Agent" means the Trustee in its capacity as Collateral
Agent under the Security Documents together with its successors in such
capacity.

         "Company" means JII Holdings, LLC, a Delaware limited liability
company, 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:

                                       5
<PAGE>

                  (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
         intangibles, such as, but not limited to, inventory write-ups and
         goodwill, 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) payments pursuant to Incentive Arrangements not to exceed
         $1.0 million in any four-quarter period, to the extent such payments
         pursuant to Incentive Arrangements were deducted in computing such
         Consolidated Net Income; plus

                  (6) non-capitalized transaction costs incurred in connection
         with financing acquisitions or dispositions (including, but not limited
         to, financing and refinancing fees) to the extent deducted in computing
         such Consolidated Net Income; minus

                  (7) non-cash items increasing such Consolidated Net Income for
         such period, other than (a) the accrual of revenue in the ordinary
         course of business and (b) reversals of prior accruals and reserves for
         cash items previously excluded from Consolidated Cash Flow pursuant to
         clause (4) of this definition.

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 (but not loss) of any Person that is not a
         Restricted Subsidiary or that is accounted for by the equity method of
         accounting will 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 such Person;

                  (2) the Net Income of any Restricted Subsidiary will 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
         (other than the Credit Agreement), instrument, judgment, decree, order,
         statute, rule or governmental regulation applicable to that Restricted
         Subsidiary or its stockholders;

                                       6
<PAGE>

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

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

                  (5) any non-cash impairment charges resulting from the
         application of Statement of Financial Accounting Standards No. 142
         shall be excluded;

                  (6) any extraordinary or nonrecurring charges relating to any
         premium or penalty paid, write-off of deferred financing costs, or
         other charges incurred in connection with redeeming or retiring any
         Indebtedness prior to its stated maturity shall be added back to
         Consolidated Net Income;

                  (7) any non-recurring charge arising out of the restructuring
         or consolidation of the operations of any Person or business (to the
         extent eligible for pro forma adjustments in accordance with Regulation
         S-X) either alone or together with the Company or any Restricted
         Subsidiary, incurred within 12 months following the acquisition of such
         Person or business by the Company or any Restricted Subsidiary, shall
         be added back to Consolidated Net Income; and

                  (8) any Permitted Payments to Parent described under clauses
         (1), (2), (7) and (8) of the definition of "Permitted Payments to
         Parent" in the most recent four-quarter period shall be deducted from
         Consolidated Net Income to the extent not already deducted from the
         calculation of Net Income of the Company.

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

                  (1) a member of such Board of Directors on the date of this
         Indenture; or

                  (2) 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 at the time of such nomination or
         election.

         "Corporate Trust Office of the Trustee" will be at the address of the
Trustee specified in Section 15.02 hereof or such other address as to which the
Trustee may give notice to the Company.

         "Credit Agreement Agent" means Congress Financial Corporation, in its
capacity as Collateral Agent under the Priority Lien Security Documents, and any
successor thereto in such capacity.

         "Credit Agreement" means that certain Loan and Security Agreement,
dated August 16, 2001, by and among JII, LLC (formerly known as JII, Inc.), as
borrower, Congress Financial Corporation (Central), as agent, Wachovia Bank, as
a lender and the other financial institutions from time to time party thereto,
as lenders, providing for up to $110.0 million of revolving credit based on the
value of certain assets, including inventory, accounts receivable and fixed
assets, 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) in whole or in part from time to
time.

         "Credit Facilities" means, one or more debt facilities (including,
without limitation, the Credit Agreement) or commercial paper facilities, in

                                       7
<PAGE>

each case, with banks or other institutional lenders providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders 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) 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, if it continues uncured, 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.

         "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 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 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 the purposes of this Indenture will be
the maximum amount that the Company and its Restricted Subsidiaries may become
obligated to pay upon the maturity of, or pursuant to any mandatory redemption
provisions of, such Disqualified Stock, exclusive of accrued dividends.

         "Domestic Restricted 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 either of the Issuers or
Jordan or a Domestic Restricted Subsidiary.

         "equally and ratably" means, in reference to any sharing of Liens or
proceeds from the enforcement of the Collateral Agent's security interests in
the Collateral as among the Holders of Note Obligations, that such Liens or
proceeds:

                  (1) shall be allocated and distributed first to the Trustee,
         for account of the Holders of Notes, ratably in proportion to the
         principal of and interest and premium (if any) outstanding when the
         allocation or distribution is made, and thereafter; and

                                       8
<PAGE>

                  (2) shall be allocated and distributed (if any such proceeds
         remain after payment in full of all of the principal of and interest
         and premium (if any) on all outstanding Note Debt) to the Trustee, for
         account of the Holders of any remaining Note Obligations with respect
         to the Notes, ratably in proportion to the aggregate unpaid amount of
         such remaining Note Obligations due and demanded (with written notice
         to the Trustee and the Collateral Agent) prior to the date such
         distribution is made.

         "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); provided, however, that
Equity Interests shall not include Incentive Arrangements that do not include
the issuance of Capital Stock, or warrants, options or other rights to acquire
Capital Stock or obligations or payments thereunder.

         "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 Note Registration
Exchange Offer pursuant to Section 2.06(f) hereof.

         "Exchange Offer Registration Statement" means the registration
statement relating to the Note Registration Exchange Offer, including the
related prospectus.

         "Excluded Assets" means:

                  (1) any lease, license, contract, property right or agreement
         to which the Company or any Restricted Subsidiary is a party or any of
         its rights or interests thereunder if and only for so long as the grant
         of a security interest under the Security Documents shall constitute or
         result in a breach, termination or default under any such lease,
         license, contract, property right or agreement (other than to the
         extent that any such term would be rendered ineffective pursuant to
         Sections 9-406, 9-407, 9-408 or 9-409 of the UCC of any relevant
         jurisdiction or any other applicable law or principles of equity);
         provided, that such lease, license, contract, property right or
         agreement shall be an Excluded Asset only to the extent and for so long
         as the consequences specified above shall result and shall cease to be
         an Excluded Asset and shall become subject to the security interest
         granted under the Security Documents immediately and automatically, at
         such time as such consequences shall no longer result;

                  (2) any Voting Equity Interests of any Excluded Foreign
         Subsidiary representing more than 65% of the total outstanding voting
         Equity Interest of that Excluded Foreign Subsidiary;

                  (3) assets subject to Liens described in clause (7) of the
         definition of "Permitted Liens";

                  (4) any property or assets acquired by the Company or any of
         its Restricted Subsidiaries after the date of this Indenture in which
         the Collateral Agent does not have a perfected security interest on
         such acquisition date, solely to the extent the Company or such
         Restricted Subsidiary was not required to grant the Collateral Agent a
         perfected security interest therein pursuant to Section 4.19 hereof;

                                       9
<PAGE>

                  (5) at any time, any securities of a Subsidiary if, and only
         to the extent that, at such time, the pledge of such securities in
         favor of the Collateral Agent to secure the Note Obligations would
         trigger a requirement under Rule 3-10 or Rule 3-16 of Regulation S-X
         (or any other law, rule or regulation) to file separate financial
         statements of that Subsidiary with the SEC (or any other governmental
         agency);

                  (6) money, deposit accounts and letter-of-credit rights that
         are not supporting obligations, all as defined in Article 9 of the New
         York Uniform Commercial Code (except that the exclusion of money,
         deposit accounts and letter-of-credit rights that are not supporting
         obligations from the Collateral will not affect, limit or impair any
         security interest of the Collateral Agent in any proceeds of Collateral
         at any time held as money, held on deposit in any deposit account or
         constituting letter-of-credit rights); provided, that in the event, and
         to the extent, that, after the date of this Indenture, the security
         interest granted therein may be perfected by the filing of a financing
         statement, money, deposit accounts and letter-of-credit rights that are
         not supporting obligations shall cease to be Excluded Assets;

                  (7) at any time, property that is excluded from the coverage
         of Article 9 of the New York Uniform Commercial Code or in respect of
         which a security interest created thereunder may not then be perfected
         by the filing of a financing statement and that has, in the good faith
         judgment of the Issuers, an aggregate Fair Market Value, for all such
         property, of less than $2.5 million (except that the exclusion of such
         property from the Collateral will not affect, limit or impair any
         security interest of the Collateral Agent in any proceeds of Collateral
         at any time held as personal property of a type that is excluded from
         the coverage of Article 9 of the New York Uniform Commercial Code or in
         respect of which a security interest created thereunder may not be
         perfected by the filing of a financing statement); and

                  (8) any asset or property owned by the Company or any
         Restricted Subsidiary on the date of this Indenture, in which the
         Priority Lien Collateral Agent, as of the date of this Indenture, has
         not been granted a perfected security interest to secure any Priority
         Lien Obligations, including, without limitation, any interests in real
         property leased by the Company or any of its Restricted Subsidiaries
         and copyrights; provided, that, if the Priority Lien Collateral Agent
         holds an unperfected security interest in any such asset or property,
         such asset or property shall be an "Excluded Asset" only with respect
         to the requirement that the security interest of the Collateral Agent
         therein securing Note Obligations be perfected;

provided, that any property in which the Company or any other Obligor is
required to grant a security interest in favor of the Collateral Agent to secure
the Note Obligations pursuant to Section 4.12(c) hereof shall not be an Excluded
Asset.

         "Excluded Foreign Subsidiary" means, at any time, any Foreign
Subsidiary that is (or is treated as) for United States federal income tax
purposes either a (1) corporation or (2) pass-through entity owned directly or
indirectly by another Foreign Subsidiary that is (or is treated as) a
corporation.

         "Existing Indebtedness" means up to $40.0 million in aggregate
principal amount of Indebtedness of the Company and its 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).

                                       10
<PAGE>

         "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 equity 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 will 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 equity, and the use of the proceeds therefrom, as if the same had
occurred at the beginning of the applicable four-quarter 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 will be given pro forma effect
         (in accordance with Regulation S-X) 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, will 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, will be excluded, but only to the extent that the obligations
         giving rise to such Fixed Charges will 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 on the
         Calculation Date will be deemed to have been a Restricted Subsidiary at
         all times during such four-quarter period;

                  (5) any Person that is not a Restricted Subsidiary on the
         Calculation Date will be deemed not to have been a Restricted
         Subsidiary 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 will 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 of such Person and its
         Restricted Subsidiaries for such period, before any reduction of
         consolidated interest expense attributable to the application of
         Statement of Financial Accounting Standards No. 15, whether paid or

                                       11
<PAGE>

         accrued, including, without limitation, amortization of original issue
         discount, non-cash interest payments (excluding interest payable in
         kind on Existing Indebtedness payable to Jordan), the interest
         component of any deferred payment obligations, the interest component
         of all payments associated with Capital Lease Obligations, 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, but excluding amortization of debt issuance costs; plus

                  (2) the consolidated interest expense 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) all dividends, whether paid or accrued and whether or not
         in cash, on any series of preferred equity of such Person or any of its
         Restricted Subsidiaries, other than dividends on Equity Interests
         payable solely in Equity Interests of the Company (other than
         Disqualified Stock) or to the Company or a Restricted Subsidiary of the
         Company.

         "Foreign Subsidiary" means any Restricted Subsidiary of the Company
that is not a Domestic Restricted 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 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),
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)(3),
2.06(b)(4), 2.06(d) 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).

         "Guarantee Date" means the first date, if any, on which all the
Domestic Restricted Subsidiaries (other than JII Finance, any Immaterial
Subsidiary or any Receivables Subsidiary) guarantee the Notes and the other Note
Obligations pursuant to Section 4.23 or voluntarily thereafter.

                                       12
<PAGE>

         "Guarantors" means each of:

                  (1) Jordan;

                  (2)      the Subsidiary Guarantors (as defined in Section 1
         of this Indenture);

                  (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;

                  (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 will be issued in a denomination equal to the
outstanding principal amount of the Notes sold to Institutional Accredited
Investors.

         "Immaterial Subsidiary" means any Domestic Restricted Subsidiary for so
long as such Restricted Subsidiary's total assets are less than $2.0 million and
whose total Consolidated Cash Flow for the most recent four-quarter period does
not exceed $500,000; provided, that a Restricted Subsidiary will not be
considered an Immaterial Subsidiary if it, directly or indirectly, guarantees or
otherwise provides direct credit support for any Indebtedness (other than Senior
Debt) of the Company or a Restricted Subsidiary of the Company.

         "Incentive Arrangements" means any earn-out agreements, stock
appreciation rights, "phantom" stock plans, employment agreements,
non-competition agreements, subscription and stockholders agreements and other
incentive and bonus plans and similar arrangements made in connection with
acquisitions of Persons or businesses by the Company or its Restricted
Subsidiaries or the retention of executives, officers or employees by the
Company or its Restricted Subsidiaries.

         "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);

                                       13
<PAGE>

                  (3) in respect of banker's acceptances;

                  (4) representing Capital Lease Obligations;

                  (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 net Hedging Obligations,

if and to the extent any of the preceding items (other than letters of credit
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, but shall not
include any Incentive Arrangements or obligations or payments thereunder.

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

         "Independent Director" means a natural Person that is not at the time
of appointment and has not been at any time during the preceding five years and
will not be at any time during his service as a director a:

                  (1) direct or indirect, legal or Beneficial Owner of any
         Equity Interests of Jordan;

                  (2) director, officer, employee, manager, contractor or
         partner of Jordan;

                  (3) customer, supplier or creditor of Jordan;

                  (4) Person who controls, whether directly or indirectly or
         otherwise, Jordan or any Person described in clauses (1), (2) or (3)
         above; or

                  (5) member of the immediate family of any Person described
         in clauses (1), (2), (3) or (4) above.

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

         "Initial Notes" means the first $173,333,300 aggregate principal amount
of Notes issued under this Indenture on the date hereof.

         "Insolvency or Liquidation Proceeding" means any:

                  (1) case commenced by or against the Company or any other
         Obligor under any Bankruptcy Law, any other proceeding for the
         reorganization, recapitalization or adjustment or marshalling of the
         assets or liabilities of the Company or any other Obligor, any
         receivership or assignment for the benefit of creditors relating to the
         Company or any other Obligor or any similar case or proceeding relative
         to the Company or any other Obligor or its creditors, as such, in each
         case whether or not voluntary;

                                       14
<PAGE>

                  (2) liquidation, dissolution, marshalling of assets or
         liabilities or other winding up of or relating to the Company or any
         other Obligor, in each case whether or not voluntary and whether or not
         involving bankruptcy or insolvency; or

                  (3) other proceeding of any type or nature in which
         substantially all claims of creditors of the Company or any other
         Obligor are determined and any payment or distribution is or may be
         made on account of such claims.

         "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.

         "Intercreditor Agreement" means the Intercreditor Agreement, dated as
of the date of this Indenture, between the Collateral Agent and the Priority
Lien Collateral Agent, as amended, supplemented or otherwise modified from time
to time.

         "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 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 will 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 Section 4.07(c) hereof. The acquisition
by the Company or any Subsidiary of the Company of a Person that holds an
Investment in a third Person will be deemed to be an Investment by the Company
or such Subsidiary in such third Person in an amount equal to the Fair Market
Value of the Investments held by the acquired Person in such third Person in an
amount determined as provided in Section 4.07(c) hereof. Except as otherwise
provided in this Indenture, the amount of an Investment will be determined at
the time the Investment is made and without giving effect to subsequent changes
in value.

         "JI Services Agreement" means the Properties Services Agreement, dated
as of July 25, 1997, among JI Properties, Inc., Jordan and each of Jordan's
subsidiaries, as in effect on the date of this Indenture.

         "JII Exchange Offer" means the offer to exchange all outstanding Old
JII Notes for the Notes.

         "JII, LLC" means JII, LLC, a Delaware limited liability company.

         "Jordan" has the meaning assigned to it in the preamble to this
Indenture.

         "Jordan Guaranty" means the Guarantee by Jordan of the Issuers'
obligations under this Indenture and the Notes, executed pursuant to the
provisions of this Indenture.

         "Jordan Stockholders" means John W. Jordan, II, and/or his heirs,
executors and administrators, and/or The John W. Jordan, II Revocable Trust, The
Jordan Family Trust and/or any other trust established by John W. Jordan, II
whose beneficiaries are John W. Jordan, II and/or his lineal descendants or
other relatives.

                                       15
<PAGE>

         "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.

         "Lenders" means, at any time, the parties then holding (or committed to
provide) loans, letters of credit or other extensions of credit or obligations
that constitute (or when provided will constitute) Priority Lien Obligations.

         "Letter of Transmittal" means the letter of transmittal to be prepared
by the Issuers and sent to all Holders of the Notes for use by such Holders in
connection with the Note Registration 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, except in connection with any Qualified Receivables
Transaction, any filing of or agreement to give any financing statement under
the Uniform Commercial Code (or equivalent statutes) of any jurisdiction.

         "Management Agreement" means the New TJC Management Consulting
Agreement, dated as of July 25, 1997, between TJC Management Corp. and Jordan,
as in effect on the date of this Indenture.

         "Net Income" means, with respect to any specified Person, the net
income (loss) of such Person, determined in accordance with GAAP and before any
reduction in respect of preferred equity 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 and Cash Equivalents
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 and payments 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 amounts required to be applied to the repayment of
Indebtedness, other than Indebtedness under a Credit Facility, 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;

                                       16
<PAGE>
                  (2) no default with respect to which (including any rights
         that the holders of the Indebtedness may have to take enforcement
         action against an Unrestricted Subsidiary) would permit upon notice,
         lapse of time or both any holder of any other Indebtedness of the
         Company or any 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

                  (3) as to which the lenders have been notified in writing that
         they will 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 Debt" means:

                  (1) the Notes; and

                  (2) any Additional Notes that are permitted to be issued
         under Section 4.09 hereof;

provided, that the satisfaction of the requirement in clause (2) shall be
conclusively established, for purposes of entitling the Holders of such Note
Debt to share equally and ratably with the other Holders of Note Obligations in
the benefits and proceeds of the Collateral Agent's security interests in the
Collateral, if the Company delivers to the Collateral Agent an Officers'
Certificate stating that such requirement has been satisfied and that such Note
Debt constitutes "Note Obligations", and the Holders of such Note Debt and
Obligations in respect thereof will be entitled to rely conclusively thereon.

         "Note Documents" means, collectively, this Indenture, the Notes
(including any Additional Notes), the Note Guarantees, the Security Documents
and all agreements governing, securing or relating to any Note Obligations
(other than the Intercreditor Agreement).

         "Note Guarantee" means the Guarantee by each Guarantor guaranteeing or
required to guarantee the Notes of the Issuers' obligations under this Indenture
and on the Notes, executed pursuant to the provisions of this Indenture.

         "Note Lien" means a Lien granted pursuant to a Security Document by the
Company or any other Obligor to the Collateral Agent (or any other Holder, or
representative of Holders, of Note Obligations) upon any property or assets of
the Company or such other Obligor to secure Note Obligations.

         "Note Obligations" means Note Debt and all other Obligations in respect
thereof.

         "Note Registration Exchange Offer" means the registration by the
Issuers and the Guarantors then guaranteeing the Notes, under the Securities
Act, of the Exchange Notes pursuant to the Exchange Offer Registration Statement
pursuant to which the Issuers and the Guarantors then guaranteeing the Notes
will offer the holders of all outstanding Transfer Restricted Securities the
opportunity to exchange all such outstanding Transfer Restricted Securities held
by such holders for Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such Note Registration Exchange Offer by such holders.

         "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.

                                       17
<PAGE>

         "Obligations" means in respect of Priority Lien Documents or Note
Documents:

                  (1) any principal (including reimbursement obligations with
         respect to letters of credit whether or not drawings have been made
         thereon), interest (including any interest accruing at the then
         applicable rate provided in any applicable Secured Debt Document after
         the maturity of the Indebtedness thereunder or during the existence of
         an event of default and any reimbursement obligations therein and
         interest accruing at the then applicable rate provided in any
         applicable Secured Debt Document after the filing of any petition in
         bankruptcy, or the commencement of any insolvency, reorganization or
         like proceeding, whether or not a claim for post-filing or
         post-petition interest is allowed in such proceeding), penalties, fees,
         indemnifications, reimbursements, damages and other liabilities payable
         under the Secured Debt Document;

                  (2) the obligation to pay an amount equal to all damages that
         a court shall determine any Holder of the applicable Secured Debt has
         suffered by reason of a breach by the applicable obligor thereunder of
         any obligation, covenant or undertaking with respect to any applicable
         Secured Debt Document; and

                  (3) any net obligations of the obligor under any applicable
         Secured Debt Document to any Holder of Secured Debt (or any
         representative on its behalf) or any Affiliate thereof under any
         Hedging Obligations in respect of interest rates or currency exchange
         rates.

         "Obligor" means Jordan, the Company, JII Finance, and each Subsidiary
of the Company that at any time is directly obligated, guarantees and/or
provides collateral security or credit support for any Note Obligations or
Priority Lien Obligations, as the case may be.

         "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 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 15.05 hereof.

         "Old JII Notes" means each of

                  (1) the 10?% Series B Senior Notes due 2007 of Jordan
         (Cusip No. 480695AJ4); and

                  (2) the 10?% Series D Senior Notes due 2007 of Jordan
         (Cusip No. 480695AN5).

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

                                       18
<PAGE>

         "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 Investments" means:

                  (1) any Investment in the Company or in a Subsidiary Guarantor
         or an Immaterial Subsidiary;

                  (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 Subsidiary Guarantor or an
                  Immaterial Subsidiary; or

                      (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
                  Subsidiary Guarantor or an Immaterial Subsidiary;

                  (4) any Investment made as a result of the receipt of non-cash
         consideration from an Asset Sale that was made pursuant to and in
         compliance with Section 4.10 hereof;

                  (5) any acquisition of assets or Capital Stock solely in
         exchange for the issuance of Equity Interests (other than Disqualified
         Stock) of the Company;

                  (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) Investments in stock, obligations or securities in the
         ordinary course of business received in compromise of obligations owing
         to the Company or any Restricted Subsidiary or in satisfaction of
         judgments;

                  (9) Investments in any Person to the extent that such
         Investments consist of lease, utility and workers' compensation,
         performance or other similar deposits made in the ordinary course of
         business;

                  (10) endorsements of instruments for collection or deposit in
         the ordinary course of business;

                  (11) Investments outstanding on the date of this Indenture;

                  (12) Investments in cash collateral pledged to the Credit
         Agreement Agent or deposited in a concentration account pursuant to the
         terms of the Credit Agreement;

                                       19
<PAGE>

                  (13) to the extent permitted by law, loans or advances to
         employees made in the ordinary course of business of the Company or the
         Restricted Subsidiary of the Company in an aggregate principal amount
         not to exceed $500,000 at any one time outstanding;

                  (14) repurchases of the Notes;

                  (15) other Investments in any Person other than an Affiliate
         of the Company 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 (15) that are at the time
         outstanding not to exceed $5.0 million;

                  (16) the acquisition by a Receivables Subsidiary in connection
         with a Qualified Receivables Transaction of Equity Interests of a trust
         or other Person established by such Receivables Subsidiary to effect
         such Qualified Receivables Transaction, and any other Investment by the
         Company or a Restricted Subsidiary of the Company in a Receivables
         Subsidiary or any Investment by a Receivables Subsidiary in any other
         Person in connection with a Qualified Receivables Transaction;
         provided, that such other Investment is in the form of a note or other
         instrument that the Receivables Subsidiary or other Person is required
         to repay as soon as practicable from available cash collections less
         amounts required to be established as reserves pursuant to contractual
         agreements with entities that are not Affiliates of the Company entered
         into as part of a Qualified Receivables Transaction;

                  (17) Investments in Foreign Subsidiaries that conduct
         manufacturing, assembly, production or a similar business that is in
         the same line of business as any of the Company's Domestic Restricted
         Subsidiaries, in an aggregate principal amount not to exceed $15.0
         million at any one time outstanding;

                  (18) any Investment by the Issuers in the Old JII Notes as a
         result of their purchase of such Old JII Notes in the JII Exchange
         Offer; and

                  (19) to the extent permitted under Section 4.07 hereof,
         Permitted Payments to Parent in the form of loans.

         "Permitted Junior Securities" means:

                  (1) Equity Interests in a Guarantor then guaranteeing the
         Notes; or

                  (2) debt securities 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 Note
         Guarantees are subordinated to the Senior Debt of such Guarantor.

         "Permitted Liens" means:

                  (1) Note Liens;

                  (2) Priority Liens;

                  (3) Liens in favor of the Company or the Subsidiary Guarantors
         or the Immaterial Subsidiaries;

                                       20
<PAGE>

                  (4) Liens on property of a Person existing at the time such
         Person is merged with or into or consolidated with the Company or any
         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 Subsidiary;

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

                  (6) Liens to secure (or obtain letters of credit that secure)
         the performance of statutory obligations, surety or appeal bonds,
         performance bonds or other obligations of a like nature incurred in the
         ordinary course of business;

                  (7) 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 and
         improvements thereon;

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

                  (9) 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;

                  (10) Liens imposed by law, such as carriers', warehousemen's,
         landlord's and mechanics' Liens, in each case, incurred in the ordinary
         course of business;

                  (11) 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;

                  (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 Refinancing 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 incurred in the ordinary course of business of the
         Company or any Subsidiary of the Company with respect to obligations
         that do not exceed $2.5 million at any one time outstanding;

                                       21
<PAGE>

                  (14) Liens on assets of the Company or any Restricted
         Subsidiary incurred in connection with a Qualified Receivables
         Transaction;

                  (15) banker's liens, rights of set off, liens of securities
         intermediaries and custodians on deposit accounts and securities
         accounts maintained in the ordinary course of business;

                  (16) judgment Liens and Liens securing appeal bonds or letters
         of credit in lieu of appeal bonds in respect of judgments not otherwise
         giving rise to an Event of Default;

                  (17) any interest or title of a lessee or sublessee under any
         lease or sublease entered into by the Company or any of its
         Subsidiaries, as lessor or sublessor, as the case may be, in the
         ordinary course of business;

                  (18) consignments of inventory or other goods by the Company
         or any of its Subsidiaries entered into in the ordinary course of
         business; and

                  (19) Liens to secure (or obtain letters of credit that secure)
         the performance of bids, leases, purchase, construction or sales
         contracts and other similar obligations, in each case, not incurred or
         made in connection with the borrowing of money, the obtaining of
         advances or credit or the payment of the deferred purchase price of
         property.

         "Permitted Payments to Parent" means, without duplication as to
amounts:

                  (1) payments to Jordan to permit Jordan to pay franchise taxes
         and other fees required to maintain Jordan's existence;

                  (2) payments to Jordan to permit Jordan to pay reasonable
         operating, accounting, legal and administrative expenses of Jordan when
         due, all costs and expenses of Jordan with respect to filings with the
         SEC and all directors fees and expenses;

                  (3) payments to Jordan to permit Jordan to pay interest when
         due on up to $6.0 million aggregate principal amount of Senior
         Subordinated Debentures which are as of the date of this Indenture held
         by Persons other than Affiliates of the Company;

                  (4) payments to Jordan to permit Jordan to pay interest when
         due on the Old JII Notes not exchanged for Notes in the JII Exchange
         Offer;

                  (5) for so long as the Company is a member of a group filing a
         consolidated or combined tax return with Jordan, payments to Jordan in
         respect of an allocable portion of the tax liabilities of such group
         that is attributable to the Company and its Subsidiaries. Such payments
         shall not exceed the lesser of (i) the amount of the relevant tax
         (including any penalties and interest) that the Company would owe if
         the Company were filing a separate tax return (or a separate
         consolidated or combined return with its Subsidiaries that are members
         of the consolidated or combined group), taking into account any
         carryovers and carrybacks of tax attributes (such as net operating
         losses) of the Company and such Subsidiaries from other taxable years
         and (ii) the net amount of the relevant tax that Jordan actually owes
         to the appropriate taxing authority. Such payments received from the
         Company shall be paid over to the appropriate taxing authority within
         30 days of Jordan's receipt of such payments or refunded to the
         Company;

                  (6) amounts in respect of the repurchase or redemption of
         Jordan's common stock pursuant to the terms of the several restricted
         stock agreements, dated as of February 25, 1988, between Jordan and


                                       22
<PAGE>

         each of Thomas H. Quinn, Jonathan F. Boucher and John R. Lowden, the
         restricted stock agreement, dated as of January 1, 1992, between Jordan
         and each of Jonathan F. Boucher, Adam Max and Thomas Quinn, and the
         restricted stock agreement, dated as of May 16, 1997, between Jordan
         and Thomas Quinn, in each case, as amended or supplemented, up to an
         aggregate amount not to exceed $7.5 million;

                  (7) Jordan directors' fees in an annual aggregate amount
         not to exceed $250,000; and

                  (8) advances to Jordan not to exceed $1.0 million at any time
         outstanding for the payment of expenses of TJC Management Corporation;
         provided, that such advances are repaid in full within 60 days.

provided, however, that no payments shall be made under clauses (1) through (8)
of the definition of "Permitted Payments to Parent" to pay Jordan or any of its
Affiliates any investment banking or any other similar advisory fees.

         "Permitted Prior Liens" means:

                  (1) Liens described in clauses (2), (4), (5), (6) (but only to
         the extent such Liens secure security or appeal bonds), (8), (12) (but
         only to the extent the Indebtedness being refinanced thereunder is, at
         the time of such refinancing, secured by a Permitted Prior Lien), (14)
         and (16) (excluding judgment Liens) of the definition of "Permitted
         Liens"; provided, that, in the case of Liens described in such clauses
         (6) and (16) securing surety or appeal bonds or letters of credit in
         lieu of appeal bonds in respect of judgments not otherwise giving rise
         to an Event of Default, such Liens consist of cash collateralization
         for the benefit of the Person providing the surety or appeal bond or
         letter of credit, as the case may be, of an amount not to exceed the
         lower of (1) 108% of the aggregate amount of the underlying obligation
         or judgment, as the case may be, and (2) the percentage of the
         aggregate amount of the underling obligation or judgment, as the case
         may be, required to obtain the surety or appeal bond or letter of
         credit;

                  (2) Liens described in clause (15) of the definition of
         "Permitted Liens" to the extent entitled by law to priority over the
         security interests created by the Security Documents; and

                  (3) Permitted Liens that arise by operation of law and are not
         voluntarily granted, to the extent entitled by law to priority over the
         security interests created by the Security Documents (including,
         without limitation, any such Liens satisfying the requirements of this
         clause (3) and arising under clauses (6), (10), or, in the case of
         judgment Liens, clause (16), of the definition of "Permitted Liens").

         "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 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 renewed,
         refunded, refinanced, replaced, defeased or discharged (plus all
         accrued interest on the Indebtedness and the amount of all fees and
         expenses, including premiums, incurred in connection therewith);

                                       23
<PAGE>

                  (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 renewed, refunded,
         refinanced, replaced, defeased or discharged;

                  (3) if the Indebtedness being renewed, refunded, refinanced,
         replaced, defeased or discharged is subordinated in right of payment to
         the Notes, such Permitted Refinancing Indebtedness has a final maturity
         date later than the final maturity date of, and 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 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
         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.

         "Priority Lien" means a Lien granted pursuant to a Priority Lien
Document by the Company or any other Obligor to any holder, or representative of
holders, of Priority Lien Obligations upon any property or assets of the Company
or such other Obligor to secure Priority Lien Obligations.

         "Priority Lien Collateral Agent" means the Credit Agreement Agent or,
after all Priority Lien Obligations in respect of the Credit Agreement have been
repaid in full, a single representative of all holders of Priority Liens most
recently designated by the Company in an Officers' Certificate delivered to the
Trustee and Collateral Agent or the successor of such representative in its
capacity as such.

         "Priority Lien Debt" means:

                  (1) the principal of and interest on Indebtedness under the
         Credit Agreement which, when advanced (or, in the case of any
         reimbursement obligation for a letter of credit issued under the Credit
         Agreement, when such letter of credit was issued), either (a) was
         permitted to be incurred by clause (1) of the definition of "Permitted
         Debt" or (b) was advanced (or, in the case of any such reimbursement
         obligation, relates to a letter of credit that was issued) upon
         delivery to the Trustee, the Collateral Agent and the Credit Agreement
         Agent of an Officers' Certificate to the effect that such Indebtedness
         was permitted to be incurred by clause (1) of the definition of
         "Permitted Debt," including without limitation any such Indebtedness
         incurred in any Insolvency or Liquidation Proceeding to the extent
         permitted by clause (1) of the definition of "Permitted Debt"; and

                  (2) the principal of and interest on Indebtedness under any
         Credit Facility other than the Credit Agreement to the extent such
         Indebtedness was permitted to be incurred by clause (1) of the
         definition of "Permitted Debt" and by the Credit Agreement but only if
         on or before the day on which such Indebtedness was incurred by the
         Company or any of its Restricted Subsidiaries such Indebtedness is
         designated by the Company, in an Officers' Certificate delivered to the
         Trustee, the Collateral Agent and the Credit Agreement Agent on or
         before such date, as Priority Lien Debt for the purposes of this
         Indenture;

provided, that no Indebtedness under the Credit Agreement or any other Credit
Facility that, pursuant to an agreement executed by or on behalf of the Lenders,

                                       24
<PAGE>
is contractually subordinated in right of payment to any other Indebtedness
incurred other than pursuant to the Credit Agreement or other Credit Facility by
the Company or any of its Subsidiaries shall constitute Priority Lien Debt.

         "Priority Lien Documents" means the Credit Agreement, the Priority Lien
Security Documents and all other agreements governing, securing or relating to
any Priority Lien Obligations (other than the Intercreditor Agreement).

         "Priority Lien Obligations" means the Priority Lien Debt and all other
Obligations of JII, LLC or any other Obligor under the Priority Lien Documents.

         "Priority Lien Security Documents" means one or more security
agreements, pledge agreements, collateral assignments, mortgages, deeds of trust
or other grants or transfers for security executed and delivered by any of the
Company or any other Obligor creating (or purporting to create) a Lien upon
property owned or to be acquired by the Company or any other Obligor in favor of
any holder or holders of Priority Lien Debt, or any trustee, agent or
representative acting for any such holders, as security for any Priority Lien
Obligations, in each case, as amended, modified, renewed, restated or replaced,
in whole or in part, from time to time, in accordance with its terms.

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

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

         "Qualified Receivables Transaction" means any transaction or series of
transactions entered into by the Company or any of its Restricted Subsidiaries
pursuant to which the Company or any of its Restricted Subsidiaries sells,
conveys or otherwise transfers to (i) a Receivables Subsidiary (in the case of a
transfer by the Company or any of its Restricted Subsidiaries) and (ii) any
other Person (in the case of a transfer by a Receivables Subsidiary), or grants
a security interest in, any accounts receivable (whether now existing or arising
in the future) of the Company or any of its Restricted Subsidiaries, and any
assets related thereto including, without limitation, all collateral securing
such accounts receivable, all contracts and all guarantees or other obligations
in respect of such accounts receivable, proceeds of such accounts receivable and
other assets which are customarily transferred or in respect of which security
interests are customarily granted in connection with asset securitization
transactions involving accounts receivable.

         "Receivables Subsidiary" means a Subsidiary of the Company which
engages in no activities other than in connection with the financing of accounts
receivable and which is designated by the Board of Directors of the Company (as
provided below) as a Receivables Subsidiary (a) no portion of the Indebtedness
or any other Obligations (contingent or otherwise) of which (i) is guaranteed by
the Company or any Restricted Subsidiary of the Company (excluding guarantees of
Obligations (other than the principal of, and interest and premium on,
Indebtedness) pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction), (ii) is recourse (except as would not affect the
treatment of such Qualified Receivables Transaction, in the Opinion of Counsel
to such Receivables Subsidiary, a copy of which is promptly delivered to the
Trustee, as a "true sale" for accounting purposes) to or obligates the Company
or any Restricted Subsidiary of the Company in any way other than pursuant to
representations, warranties, covenants and indemnities entered into in the
ordinary course of business in connection with a Qualified Receivables
Transaction or (iii) subjects any property or asset of the Company or any
Restricted Subsidiary of the Company (other than accounts receivable and related
assets as provided in the definition of "Qualified Receivables Transaction"),
directly or indirectly, contingently or otherwise, to the satisfaction thereof,
other than pursuant to representations, warranties, covenants and indemnities
entered into in the ordinary course of business in connection with a Qualified
Receivables Transaction, (b) with which neither the Company nor any Restricted
Subsidiary of the Company has any material contract, agreement, arrangement or
understanding that are not related to any Qualified Receivables Transactions,
other than on terms 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, and other than fees payable in the ordinary
course of business in connection with servicing accounts receivable and (c) with

                                       25
<PAGE>
which neither the Company nor any Restricted Subsidiary of the Company has any
obligation to maintain or preserve such Subsidiary's financial condition or
cause such Subsidiary to achieve certain levels of operating results. Any such
designation by the Board of Directors of the Company will be evidenced to the
Trustee by filing with the Trustee a certified copy of the resolution of the
Board of Directors of the Company giving effect to such designation and an
Officers' Certificate certifying that such designation complied with the
foregoing conditions.

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

         "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.

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

         "Representative" means this 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.

                                       26
<PAGE>

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

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

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

         "Sale of Collateral" means any Asset Sale involving a sale or other
disposition of Collateral.

         "SEC" means the Securities and Exchange Commission.

         "Secured Debt" means Note Debt and Priority Lien Debt.

         "Secured Debt Document" means the Note Documents and the Priority
Lien Documents.

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

         "Security Documents" means one or more security agreements, pledge
agreements, collateral assignments, mortgages, collateral agency agreements,
control agreements, deeds of trust or other grants or transfers for security
executed and delivered by the Company or any other Obligor creating (or
purporting to create) a Note Lien upon Collateral in favor of the Collateral
Agent as security for any Note Obligations, in each case, as amended, modified,
renewed, restated or replaced, in whole or in part, from time to time, in
accordance with their terms.

         "Senior Debt" means:

                  (1) all Indebtedness of a Guarantor outstanding under the
         Credit Facilities and all Hedging Obligations with respect thereto; and

                  (2) all obligations with respect to the items listed in the
         preceding clause (1).

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

                  (1) any liability for federal, state, local or other taxes
         owed or owing by such Guarantor;

                  (2) any intercompany Indebtedness of such Guarantor or any of
         its Subsidiaries to such Guarantor or any of its Affiliates;

                  (3) any trade payables;

                  (4) the portion of any Indebtedness that is incurred in
         violation of 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 Bankruptcy
         Code.

         "Senior Subordinated Debentures" means the 11 3/4% Senior Subordinated
Discount Debentures due 2009 of Jordan.

         "Shelf Registration Statement" means a shelf registration statement
filed with the SEC pursuant to Rule 415 under the Securities Act, which may be
an amendment to the Exchange Offer Registration Statement.

                                       27
<PAGE>

         "Significant Subsidiary" means any Subsidiary that would be a
"significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X,
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 (for Existing Indebtedness, as of the date of this Indenture),
and will 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, any:

                  (1) 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

                  (2) 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).

         "Subsidiary Guarantee" means the guarantee of the Notes by a Subsidiary
Guarantor (as defined in Section 1 of this Indenture) executed pursuant to the
provisions of this Indenture.

         "Subsidiary Guarantors" means:

                  (1) the Company's direct and indirect Domestic Restricted
         Subsidiaries existing on the Guarantee Date, other than the Immaterial
         Subsidiaries, Receivables Subsidiaries and JII Finance; and

                  (2) any other Subsidiary that executes a Subsidiary Guarantee
         in accordance with the provisions of this Indenture.

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

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

         "UCC" means the Uniform Commercial Code as in effect in the State of
New York or any other applicable jurisdiction.

         "Unasserted Contingent Obligations" means, at any time, Obligations for
taxes, costs, indemnifications, reimbursements, damages and other liabilities in
respect of which no claim or demand for payment has been made at such time
(except (i) the principal of and interest and premium (if any) on, and fees
relating to, any Indebtedness, (ii) contingent obligations to reimburse the
issuer of an outstanding letter of credit for amounts that may be drawn or paid
thereunder and (iii) any such contingent claims or demands as to which the
Priority Lien Collateral Agent or any holder of Priority Lien Obligations has
then notified the Company).

                                       28
<PAGE>

         "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, other
than JII Finance, 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 Equity Interests" means Equity Interest which at the time are
entitled to vote in the election of, as applicable, directors, members or
partners generally.

         "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 (x) 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 (y) the number of
         years (calculated to the nearest one-twelfth) that will elapse between
         such date and the making of such payment; by

                  (2) the then outstanding principal amount of such
         Indebtedness.

         "Wholly-Owned Restricted Subsidiary" of any specified Person means a
Subsidiary of such Person, all of the outstanding Capital Stock or other
ownership interests of which (other than directors' qualifying shares) shall at
the time be owned by such Person or by one or more Wholly-Owned Restricted
Subsidiaries of such Person.

                                       29
<PAGE>

Section 1.02      Other Definitions.
                                                                  Defined in
        Term                                                        Section
        ----                                                        -------
        "Affiliate Transaction".................................     4.11
        "Agreed Currency".......................................     15.12
        "Asset Sale Offer"......................................     3.09
        "Authentication Order"..................................     2.02
        "Canadian Guarantor" ...................................     12.08
        "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
        "Effectiveness Target Date" ............................     14.02
        "Event of Default"......................................     6.01
        "Excess Proceeds".......................................     4.10
        "Excluded Assets".......................................     4.12
        "incur".................................................     4.09
        "Jordan Funds"..........................................     4.25
        "Legal Defeasance"......................................     8.02
        "Liquidated Damages"....................................     14.02
        "losses"................................................     4.20
        "Offer Amount"..........................................     3.09
        "Offer Period"..........................................     3.09
        "Other Currency"........................................     15.12
        "Paying Agent"..........................................     2.03
        "Permitted Debt"........................................     4.09
        "Payment Blockage Notice"...............................     10.03
        "Payment Default" ......................................     6.01
        "Purchase Date".........................................     3.09
        "Registrar".............................................     2.03
        "Registration Default" .................................     14.02
        "Restricted Payments"...................................     4.07
        "Transfer Restricted Securities"........................     14.01

Section 1.03      Incorporation by Reference of Trust Indenture Act.

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

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

         "indenture securities" means the Notes;

         "indenture security Holder" means a Holder of a Note;

         "indenture to be qualified" means this Indenture;

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

                                       30
<PAGE>

         "obligor" on the Notes and the Note Guarantees means the Issuers 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
have the meanings so assigned to them.

Section 1.04      Rules of Construction.

         Unless the context otherwise requires:

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

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

                  (3) "or" is not exclusive;

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

                  (5) "will" and "shall" will both be interpreted to express
         commands;

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

                  (7) references to sections of or rules under the Securities
         Act will 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
will be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage. Each Note will be dated the date of its authentication. The Notes shall
be in denominations of $700 and integral multiples thereof.

         The terms and provisions contained in the Notes will constitute, and
are hereby expressly made, a part of this Indenture and the Issuers, Jordan 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 will be substantially in
the form of Exhibits A1 or A2 attached hereto (including the Global Note Legend
thereon and the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Notes issued in definitive form will be substantially in the form of
Exhibit A1 attached hereto (but without the Global Note Legend thereon and
without the "Schedule of Exchanges of Interests in the Global Note" attached
thereto). Each Global Note will represent such of the outstanding Notes as will
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

                                       31
<PAGE>

represented thereby will 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 will be issued initially in the form of the Regulation S Temporary
Global Note, which will be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, at its New York office, as custodian 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 Issuers and authenticated by the
Trustee as hereinafter provided. The Restricted Period will 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 will 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 Issuers.

         Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note will be exchanged for
beneficial interests in Regulation S Permanent Global Note pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Note, the Trustee will 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 will 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
         Clearsteam.

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 will nevertheless be valid.

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

                                       32
<PAGE>

         The Trustee will, upon receipt of a written order of the Issuers signed
by one Officer of each of the Issuers (an "Authentication Order"), authenticate
Notes for original issue up to the aggregate principal amount that may be
validly issued under this Indenture, including any Additional Notes.

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

Section 2.03      Registrar and Paying Agent.

         The Issuers will 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 will keep a register of the Notes and of their transfer and exchange.
The Issuers 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 Issuers may change any
Paying Agent or Registrar without notice to any Holder. The Issuers will notify
the Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Issuers fail 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 Issuers initially appoint The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

         The Issuers initially appoint 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 Issuers will require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will 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
will notify the Trustee of any default by the Issuers 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 Issuers 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) will have no further liability for the money. If the Company or a
Subsidiary acts as Paying Agent, it will 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 Issuers, the
Trustee will serve as Paying Agent for the Notes.

Section 2.05      Holder Lists.

         The Trustee will 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 ss. 312(a). If the Trustee is
not the Registrar, the Issuers will furnish to the Trustee at least seven
Business Days before each interest payment date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may reasonably require of the names and addresses of the Holders of
Notes and the Issuers shall otherwise comply with TIA ss. 312(a).

                                       33
<PAGE>

Section 2.06      Transfer and Exchange.

         (a) Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Issuers for Definitive Notes if:

                  (1) the Issuers deliver 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 Issuers within 120 days after the date of such notice
         from the Depositary; or

                  (2) the Issuers in their sole discretion determine 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 Issuers for Definitive Notes prior to
         (x) the expiration of the Restricted Period and (y) the receipt by the
         Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act.

         Upon the occurrence of either of the preceding events in (1) or (2)
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 will be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes will 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 will 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. 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:

                                       34
<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 (1) 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 Note Registration Exchange Offer by the Issuers
                      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 will take delivery in the form
                  of a beneficial interest in the 144A Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications in item (1) thereof;

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

                                       35
<PAGE>

                           (C) if the transferee will take delivery in the form
                  of a beneficial interest in the IAI Global Note, then the
                  transferor must deliver a certificate in the form of Exhibit B
                  hereto, including the certifications, 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 Note Registration Exchange Offer in
                  accordance with Article 14 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 either of the Issuers;

                           (B)      such transfer is effected pursuant to the
                  Shelf  Registration  Statement in accordance with Article
                  14 hereof;

                           (C)      such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with Article 14 hereof; 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) or (D)
above at a time when an Unrestricted Global Note has not yet been issued, the
Issuers 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) or (D) above.

                                      36
<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 one of the Issuers or any of their 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
Issuers 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 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.

                                      37
<PAGE>

                  (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 Note Registration Exchange Offer in accordance with
                  Article 14 hereof 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 Article 14
                  hereof;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with Article 14 hereof; 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.


                                      38
<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 will cause the aggregate principal
         amount of the applicable Global Note to be reduced accordingly pursuant
         to Section 2.06(h) hereof, and the Issuers will execute and the Trustee
         will 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) will 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 will 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)
         will 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 one of the Issuers or any of their
                  Subsidiaries, a certificate to the effect set forth in Exhibit
                  B hereto, including the certifications in item (3)(b) thereof;
                  or

                                      39
<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 will 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 Note Registration Exchange Offer in accordance with
                  Article 14 hereof 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 either of the Issuers;

                           (B) such transfer is effected pursuant to the Shelf
                  Registration  Statement in accordance with Article 14 hereof;

                           (C) such transfer is effected by a broker-dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with Article 14 hereof; 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.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.06(d)(2), the Trustee will cancel the
         Definitive Notes and increase or cause to be increased the aggregate
         principal amount of the Unrestricted Global Note.

                                      40
<PAGE>

                  (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 will 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 Issuers will issue and, upon receipt of an
         Authentication Order in accordance with Section 2.02 hereof, the
         Trustee will 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 will 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 will 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 will be made pursuant to Rule 903
                  or Rule 904, then the transferor must deliver a certificate in
                  the form of Exhibit B hereto, including the certifications in
                  item (2) thereof; and

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

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

                           (A) such exchange or transfer is effected pursuant to
                  the Note Registration Exchange Offer in accordance with
                  Article 14 hereof 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 either of the Issuers;

                                      41
<PAGE>

                           (B)     any such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with Article 14
                  hereof;

                           (C)     any such transfer is effected by a broker-
                  dealer pursuant to the Exchange Offer Registration Statement
                  in accordance with Article 14 hereof; 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) Note Registration Exchange Offer. Upon the occurrence of the Note
Registration Exchange Offer in accordance with Article 14 hereof, the Issuers
will issue and, upon receipt of an Authentication Order in accordance with
Section 2.02 hereof, the Trustee will 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
         Note Registration 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

                  (2) Unrestricted Definitive Notes in an aggregate principal
         amount equal to the principal amount of the Restricted Definitive Notes
         accepted for exchange in the Note Registration Exchange Offer.

         Concurrently with the issuance of such Notes, the Trustee will cause
the aggregate principal amount of the applicable Restricted Global Notes to be


                                      42
<PAGE>

reduced accordingly, and the Issuers will execute and the Trustee will
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 will appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture.

             (1)  Private Placement Legend.

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

"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE
ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S, OR TRANSFER
AGENT'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE OR TRANSFER AGENT."

                                      43
<PAGE>

                           (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) will not bear the Private Placement
                  Legend.

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

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

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 ISSUERS OR THEIR
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 will 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 CERTIFICATES 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

                                      44
<PAGE>

canceled in whole and not in part, each such Global Note will 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 will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note will be
reduced accordingly and an endorsement will be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note will be increased accordingly and
an endorsement will 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
         Issuers will execute and the Trustee will 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.

                  (2) No service charge will 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 Issuers 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 will 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 will be the valid obligations of the Issuers, 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 Issuers will 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 Issuers 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 Issuers shall be affected by
         notice to the contrary.

                                      45
<PAGE>

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

         Every replacement Note is an additional obligation of the Company and
will 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 as not outstanding. Except as set forth in Section 2.09 hereof, a Note
does not cease to be outstanding because either of the Issuers or any of their
Affiliates 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 protected 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 will be deemed to be no longer outstanding and will 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, will be considered as though not outstanding, except that for the
purposes of determining whether the Trustee will be protected in relying on any
such direction, waiver or consent, only Notes that the Trustee knows are so
owned will be so disregarded.

                                      46
<PAGE>

Section 2.10      Temporary Notes.

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

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

Section 2.11      Cancellation.

         The Issuers at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent will forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee and no one else will cancel all Notes surrendered for registration of
transfer, exchange, payment, replacement or cancellation and will destroy
canceled Notes (subject to the record retention requirement of the Exchange
Act). Certification of the destruction of all canceled Notes will be delivered
to the Issuers. The Issuers may not issue new Notes to replace Notes that they
have paid or that have been delivered to the Trustee for cancellation.

Section 2.12      Defaulted Interest.

         If the Issuers default in a payment of interest on the Notes, they will
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 Issuers will 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 Issuers will 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 Issuers (or, upon
the written request of the Issuers, the Trustee in the name and at the expense
of the Issuers) will 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 Issuers elect to redeem Notes pursuant to the optional
redemption provisions of Section 3.07 hereof, they must furnish to the Trustee,
at least 35 days but not more than 65 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.

                                      47
<PAGE>

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 will select Notes for redemption or
purchase as follows:

                  (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 the Notes are not listed on any national securities
         exchange, on a pro rata basis, by lot or by such method as the Trustee
         shall deem fair and appropriate.

         In the event of partial redemption or purchase by lot, the particular
Notes to be redeemed or purchased will 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 will promptly notify the Issuers 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 will be in amounts of $700 or
whole multiples of $700; 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 $700, 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 Issuers will 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 13 of this Indenture.

         The notice will identify the Notes to be redeemed and will 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 will 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;


                                      48
<PAGE>

                  (6) that, unless the Issuers default 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 Issuers' request, the Trustee will give the notice of redemption
in the Issuers' names and at their expense; provided, however, that the Issuers
have 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.

Section 3.05      Deposit of Redemption or Purchase Price.

         One Business Day prior to the redemption or purchase date, the Issuers
will 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 will promptly return to the Issuers any money deposited with
the Trustee or the Paying Agent by the Issuers 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 Issuers comply with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest will 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 Issuers 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
Issuers will issue and, upon receipt of an Authentication Order, the Trustee
will authenticate for the Holder at the expense of the Issuers 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 January 1, 2005, the Issuers may on any one or
more occasions redeem up to 35% of the aggregate principal amount of Notes
issued under this Indenture at a redemption price of 113.000% of the principal

                                      49
<PAGE>

amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
to the redemption date, with the net cash proceeds of a contribution to the
Company's common equity capital made with the net cash proceeds of a concurrent
offering of Equity Interests by Jordan; provided, that:

                  (1) at least 65% of the aggregate principal amount of Notes
         originally issued under this Indenture (excluding Notes held by the
         Issuers and their Affiliates) remains outstanding immediately after the
         occurrence of such redemption; and

                  (2) the redemption must occur within 45 days of the date of
         the closing of such sale of Equity Interests.

         Except pursuant to this Section 3.07(a), the Notes will not be
redeemable at the Issuers' option prior to January 1, 2005.

         (b) On or after January 1, 2005, the Issuers 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, thereon, to the
applicable redemption date, if redeemed during the twelve-month period beginning
on January 1 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:

        Year                                                Percentage
        ----                                                ----------
        2005...............................................  106.500%
        2006...............................................  103.250%
        2007 and thereafter................................  100.000%

                  Unless either of the Issuers default in the payment of the
redemption price, interest will cease to accrue on the Notes or portions thereof
called for redemption on the applicable redemption date.

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

Section 3.08      Mandatory Redemption.

         The Issuers are 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 Issuers are
required to commence an offer to all Holders to purchase Notes (an "Asset Sale
Offer"), they will 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. The Asset Sale Offer will 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
Issuers will 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 will be made in the same manner as interest payments are
made.

                                      50
<PAGE>

         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, will 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 will be payable to Holders who tender Notes pursuant to the Asset Sale
Offer.

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

                  (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 will remain open;

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

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

                  (4) that, unless the Issuers default in making such payment,
         any Note accepted for payment pursuant to the Asset Sale Offer will
         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 $700 only;

                  (6) that Holders electing to have Notes purchased pursuant to
         any Asset Sale Offer will 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 Issuers, a
         Depositary, if appointed by the Issuers, or a Paying Agent at the
         address specified in the notice at least three days before the Purchase
         Date;

                  (7) that Holders will be entitled to withdraw their election
         if the Issuers, 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 Issuers will 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 Issuers so
         that only Notes in denominations of $700, or integral multiples
         thereof, will be purchased); and

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


                                      51
<PAGE>

         On or before the Purchase Date, the Issuers will, 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 will
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 Issuers in accordance with the terms of
this Section 3.09. The Issuers, the Depositary or the Paying Agent, as the case
may be, will 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 Issuers
for purchase, and the Issuers will promptly issue a new Note, and the Trustee,
upon written request from the Issuers will 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 Issuers to the
Holder thereof. The Issuers will publicly announce the results of the Asset Sale
Offer on the Purchase Date.

         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 Issuers will 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, will be considered paid on the date due if the
Paying Agent, if other than the Issuers or a Subsidiary thereof, holds as of
10:00 a.m. Eastern Time on the due date money deposited by the Issuers in
immediately available funds and designated for and sufficient to pay all
principal, premium, if any, and interest then due. The Issuers will pay all
Liquidated Damages, if any, in the same manner on the dates and in the amounts
set forth in Article 14 hereof.

         The Issuers will pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
1% per annum in excess of the then applicable interest rate on the Notes to the
extent lawful; it will 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 Issuers will 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 Issuers in respect of the Notes and this Indenture may be served. The
Issuers will 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 Issuers
fail to maintain any such required office or agency or fail to furnish the
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Trustee.

         The Issuers 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


                                      52
<PAGE>

all such purposes and may from time to time rescind such designations; provided,
however, that no such designation or rescission will in any manner relieve the
Issuers of their obligation to maintain an office or agency in the Borough of
Manhattan, the City of New York for such purposes. The Issuers will 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 Issuers hereby designate the Corporate Trust Office of the Trustee
as one such office or agency of the Issuers 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 Issuers will 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 all:

                  (1) quarterly and annual reports that would be required to be
         filed with the SEC on Forms 10-Q and 10-K if the Issuers were required
         to file such reports; and

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

         All such reports will 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 will include a report on the Issuers'
consolidated financial statements by the Issuers' certified independent
accountants. In addition, following the consummation of the Note Registration
Exchange Offer, the Issuers will 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 will not accept such a filing) and will post the reports on
their website within those time periods. The Issuers will at all times comply
with TIA ss. 314(a).

         (b) If, at any time after consummation of the Note Registration
Exchange Offer, the Issuers are no longer subject to the periodic reporting
requirements of the Exchange Act for any reason, the Issuers will nevertheless
continue filing the reports specified in Section 4.03(a) above with the SEC
within the time periods specified in Section 4.03(a) above unless the SEC will
not accept such a filing. The Issuers will not take any action for the purpose
of causing the SEC not to accept any such filings. If, notwithstanding the
foregoing, the SEC will not accept the Issuers' filings for any reason, the
Issuers will post the reports referred to in Section 4.03(a) above on their
website within the time periods that would apply if the Issuers were required to
file those reports with the SEC.

         (c) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraphs will 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.

         (d) For so long as any Notes remain outstanding, the Issuers and the
Guarantors then guaranteeing the Notes will furnish to the Holders and to
securities analysts and prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

                                      53
<PAGE>

         (e) For so long as Jordan is a Guarantor that guarantees the Notes, the
requirements of this Section 4.03 may be satisfied by the filing of, within the
time periods specified in Section 4.03(a) above, the reports and financial
information required by the preceding paragraphs with respect to Jordan;
provided, that Jordan also files the financial statements and information
required under Rule 3-10 of Regulation S-X; and provided, further that the
quarterly and annual financial information to be filed by Jordan and required by
the preceding paragraphs will include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, or in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of the Issuers
and their Restricted Subsidiaries separate from the financial condition and
results of operations of Jordan.

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 its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officers with a view to
determining whether the Company has kept, observed, performed and fulfilled its
obligations under this Indenture and the Security Documents, and further
stating, as to each such Officer signing such certificate, that to the best of
his or her knowledge the Company has kept, observed, performed and fulfilled
each and every covenant contained in this Indenture and the Security Documents,
and is not in default in the performance or observance of any of the terms,
provisions and conditions of this Indenture or the Security Documents (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 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 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 Issuers 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 Issuers have 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 Issuers will
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 will pay, and will 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.

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Section 4.06  Stay, Extension and Usury Laws.

         Each Issuer and each of the Guarantors covenant (to the extent that it
may lawfully do so) that it will not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, 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 Issuer and
each of 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
will not, by resort to any such law, hinder, delay or impede the execution of
any power herein granted to the Trustee or the Collateral Agent, but will 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 will not, and will 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 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 (A) 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 (B) of Jordan or any of its Affiliates
         (other than a Restricted Subsidiary of the Company);

              (4)    make any Restricted Investment; or

              (5)    make any payments to Jordan or to any Person of which
         either Issuer is a direct or indirect Subsidiary (all such payments and
         other actions set forth in these clauses (1) through (5) 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


                                      55
<PAGE>

         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 in
         all cases Restricted Payments permitted by clauses (2), (3), (4), (6)
         and (7) of the next succeeding paragraph, except, with respect to
         clause (7), Restricted Payments of the type described under clause (6)
         of the definition of "Permitted Payments to Parent"), is less than the
         sum, without duplication, of:

                           (A) 50% of the Consolidated Net Income of the Company
                  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 Company's most
                  recently ended fiscal quarter 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 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
                  than Equity Interests (or Disqualified Stock or debt
                  securities) sold to a Subsidiary of the Company); plus

                           (C) 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

                           (D) 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 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 or (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

                           (E) 50% of any dividends received by the Company or a
                  Subsidiary 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; plus

                           (F) $5.0 million.

         (b) The provisions of Section 4.07(a) above will not prohibit:

                  (1) so long as no Default has occurred and is continuing or
         would be caused thereby, the payment of any dividend within 60 days
         after the date of declaration of the dividend if at the date of
         declaration, the dividend would have complied with the provisions of
         this Indenture;

                                      56
<PAGE>

                  (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) of, Equity Interests of the
         Company (other than Disqualified Stock) 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 will be excluded from clause
         (3)(b) of Section 4.07(a) above;

                  (3) the repurchase, redemption, defeasance or other
         acquisition or retirement for value of Indebtedness of the Company or
         any Subsidiary 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;

                  (4) the payment of any dividend (or, in the case of any
         partnership or limited liability company, any similar distribution) by
         a Restricted Subsidiary of the Company to the holders of its Equity
         Interests on a pro rata basis (other than to an Affiliate of the
         Company that is not a Restricted Subsidiary of the Company);

                  (5) 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 Jordan,
         the Company or any Restricted Subsidiary of the Company held by any
         current or former officer, director or employee of Jordan, the Company
         or any of its Restricted Subsidiaries pursuant to any equity
         subscription agreement, stock option agreement, shareholders' agreement
         or similar agreement; provided, that the aggregate price paid for all
         such repurchased, redeemed, acquired or retired Equity Interests may
         not exceed $1.5 million in any twelve-month period;

                  (6) so long as no Default has occurred and is continuing or
         would be caused thereby, 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 described in Section 4.09
         hereof;

                  (7) so long as no Default has occurred and is continuing or
         would be caused thereby (other than with respect to Restricted Payments
         of the type described under clauses (1), (2), (5) and (7) of the
         definition of "Permitted Payments to Parent"), Permitted Payments to
         Parent (which Permitted Payments to Parent may be made either by a
         dividend, loan, advance or repayment of Indebtedness);

                  (8) payments under the JI Services Agreement; and

                  (9) the repurchase of Equity Interests of the Company or any
         of its Restricted Subsidiaries deemed to occur upon the exercise of
         stock options upon surrender of Equity Interests to pay the exercise
         price of such options.

         (c) The amount of all Restricted Payments (other than cash) will 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 will be determined by the Board of Directors of the Company
whose resolution with respect thereto will 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 $7.5 million, a copy of which must be
promptly delivered to the Trustee.

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<PAGE>

Section 4.08     Dividend and Other Payment Restrictions Affecting Subsidiaries.

         (a) The Company will not, and will 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 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 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) The restrictions in Section 4.08(a) will not apply to encumbrances
or restrictions existing under or by reason of:

                  (1) any Credit Facilities as in effect on the date of this
         Indenture and any amendments, restatements, modifications, renewals,
         supplements, refundings, replacements or refinancings of such Credit
         Facilities; provided, that the amendments, restatements, modifications,
         renewals, supplements, refundings, replacements or refinancings: (A)
         are not materially more restrictive, taken as a whole, with respect to
         such dividend and other payment restrictions than those contained in
         the Credit Agreement on the date of this Indenture or otherwise contain
         encumbrances and restrictions that apply only in the event of and
         during the continuance of a payment default or a default with respect
         to a financial ratio covenant contained in such Credit Facilities or
         (B) would not, in the reasonable opinion of the Board of Directors of
         the Company, impair the Company's ability to pay interest or principal
         on the Notes;

                  (2) this Indenture, the Notes, the Subsidiary Guarantees and
         the Security Documents;

                  (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 and Capital Lease Obligations that impose
         restrictions on the property purchased or leased of the nature
         described in clause (3) of Section 4.08(a) above;

                  (7) any agreement for the sale or other disposition of a
         Restricted Subsidiary that restricts distributions by that Restricted
         Subsidiary pending the sale or other disposition;


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                  (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;

                  (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 entered into in the ordinary course of business, 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) Indebtedness or other contractual requirements of a
         Receivables Subsidiary in connection with a Qualified Receivables
         Transaction and any agreement of a Restricted Subsidiary to transfer
         accounts receivable and related assets to a Receivables Subsidiary in
         connection with a Qualified Receivables Transaction; provided, that
         such restrictions apply only to such Receivables Subsidiary or such
         Restricted Subsidiary; and

                  (13) restrictions governing secured Indebtedness otherwise
         permitted to be incurred under this Indenture that limit the right of
         the debtor to dispose of the assets securing that Indebtedness;
         provided, that such restrictions are not materially more restrictive,
         taken as a whole, with respect to limitations on the right to dispose
         of such assets, than those contained in the Credit Agreement on the
         date of this Indenture.

Section 4.09      Incurrence of Indebtedness and Issuance of Preferred Stock.

         (a) The Company will not, and will 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 will not issue any Disqualified Stock and will not permit
any of its Restricted Subsidiaries to issue any shares of preferred equity;
provided, however, that the Company may incur Indebtedness (including Acquired
Debt) or issue Disqualified Stock, and the Subsidiary Guarantors may incur
Indebtedness (including Acquired Debt) or issue preferred equity, if the Fixed
Charge Coverage Ratio for the Company's most recently ended four full fiscal
quarters for which internal financial statements are available immediately
preceding the date on which such additional Indebtedness is incurred or such
Disqualified Stock or such preferred equity is issued, as the case may be, would
have been at least 2.0 to 1, 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 equity
had been issued, as the case may be, at the beginning of such four-quarter
period.

         (b) Section 4.09(a) above will not prohibit the incurrence of any of
the following items of Indebtedness (collectively, "Permitted Debt"):

                  (1) the incurrence by the Company and its Restricted
         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 and Hedging


                                      59
<PAGE>

         Obligations being deemed to have a principal amount equal to the net
         obligations of the Company and its Restricted Subsidiaries thereunder
         from time to time) not to exceed the greater of:

                           (A) from the date of this Indenture through August
                  31, 2004, $80.0 million, from September 1, 2004 through May
                  31, 2005, $60.0 million, from June 1, 2005 through February
                  28, 2006, $40.0 million, and from and after March 1, 2006,
                  $30.0 million, in each case less 75% of 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 pursuant to Section 4.10 hereof; or

                           (B) $30.0 million;

         provided, however, that for purposes of calculating the amounts
         available under this clause (1), such amounts shall be reduced by the
         amount of any Indebtedness of any Receivables Subsidiary outstanding at
         any time;

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

                  (3) the incurrence by the Issuers and the Guarantors then
         guaranteeing the Notes of Indebtedness represented by the Notes and the
         related Guarantees to be issued on or after the date of this Indenture
         and the incurrence by the Issuers and the Guarantors then guaranteeing
         the Notes of Indebtedness represented by the Exchange Notes and the
         related Guarantees;

                  (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
         property, plant or equipment used in the business of the Company or any
         of its Restricted Subsidiaries, in an aggregate principal amount,
         including all Permitted Refinancing Indebtedness incurred to renew,
         refund, refinance, replace, defease or discharge any Indebtedness
         incurred pursuant to this clause (4), not to exceed $10.0 million at
         any time outstanding;

                  (5) Indebtedness of a Subsidiary incurred and outstanding on
         or prior to the date on which such Subsidiary was acquired by the
         Company (other than Indebtedness incurred in contemplation of, or in
         connection with, the transaction or series of related transactions
         pursuant to which such Subsidiary became a Subsidiary of or was
         otherwise acquired by the Company); provided, that such Indebtedness is
         non-recourse to the Company or any of its Subsidiaries other than the
         Subsidiary acquired; provided, further, that for any such Indebtedness
         outstanding at any time under this clause (5) in excess of $10.0
         million on the date that such Subsidiary is acquired by the Company,
         the Company would have been able to incur $1.00 of additional
         Indebtedness pursuant to Section 4.09(a) above after giving effect to
         the incurrence of such Indebtedness pursuant to this clause (5);

                  (6) 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
         the Section 4.09(a) above or clauses (2), (3), (5) or (6) of this
         Section 4.09(b);


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                  (7) 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 Subsidiary Guarantor is the
                  obligor on such Indebtedness and the payee is not the Company
                  or a Subsidiary Guarantor or a Receivables Subsidiary, such
                  Indebtedness must be expressly subordinated in right of
                  payment 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 Subsidiary Guarantee, in the case of a
                  Subsidiary 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, will 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 (7);

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

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

                           (B) sale or other transfer of any such preferred
                  equity to a Person that is not either the Company or a
                  Restricted Subsidiary of the Company,

         will be deemed, in each case, to constitute an issuance of such
         preferred equity by such Restricted Subsidiary that was not permitted
         by this clause (8);

                  (9) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations in the ordinary course of business;

                  (10) the guarantee by the Company or any of the Subsidiary
         Guarantors then guaranteeing the Notes 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; provided, that if
         the Indebtedness being guaranteed is subordinated in right of payment
         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; provided, further, that neither the Company
         nor any such Subsidiary Guarantor may guarantee any Indebtedness
         pursuant to this clause (10) incurred under clause (5) of this Section
         4.09(b) unless the Company would have been able to incur $1.00 of
         additional Indebtedness pursuant to Section 4.09(a) above after giving
         effect to the incurrence of such Indebtedness pursuant to such clause
         (5) of this Section 4.09(b);

                  (11) the incurrence by the Company or any of its Restricted
         Subsidiaries of Indebtedness in respect of workers' compensation
         claims, self-insurance obligations, bankers' acceptances, performance
         and surety bonds in the ordinary course of business;


                                      61
<PAGE>

                  (12) 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;

                  (13) the incurrence by Foreign Subsidiaries of Indebtedness in
         an aggregate principal amount at any time outstanding pursuant to this
         clause (13), including all Permitted Refinancing Indebtedness incurred
         to renew, refund, refinance, replace, defease or discharge any
         Indebtedness incurred pursuant to this clause (13), not to exceed $5.0
         million (or the equivalent thereof, measured at the time of each
         incurrence, in applicable foreign currency);

                  (14) 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 Permitted Refinancing Indebtedness incurred to renew,
         refund, refinance, replace, defease or discharge any Indebtedness
         incurred pursuant to this clause (14), not to exceed $10.0 million;
         provided, that such Indebtedness may not be secured;

                  (15) Indebtedness of the Company and its Restricted
         Subsidiaries in connection with the performance, surety, statutory,
         appeal or similar bonds in the ordinary course of business;

                  (16) Indebtedness of the Company and its Restricted
         Subsidiaries in connection with agreements providing for
         indemnification, purchase price adjustments and similar obligations in
         connection with the sale or disposition of any of their business,
         properties or assets to any Person that is not an Affiliate; and

                  (17) the incurrence by a Receivables Subsidiary of
         Indebtedness in a Qualified Receivables Transaction that is without
         credit-related recourse to the Company or to any other Subsidiary of
         the Company or their assets (other than such Receivables Subsidiary and
         its assets and, as to the Company or any Subsidiary of the Company,
         other than pursuant to representations, warranties, covenants and
         indemnities customary for such transactions) and is not guaranteed by
         any such Person.

         The Company will not incur any Indebtedness (including Permitted Debt)
that is contractually subordinated in right of payment to any other Indebtedness
of the Company unless such Indebtedness is also contractually subordinated in
right of payment to the Notes on substantially identical terms; provided,
however, that no Indebtedness will be deemed to be contractually subordinated in
right of payment to any other Indebtedness of the Company solely by virtue of
being unsecured or by virtue of being secured on a first or junior Lien basis.

         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 (17) above,
or is entitled to be incurred pursuant to Section 4.09(a) above, the Company, in
its sole discretion, will 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 will 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 equity as 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 will not be
deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock

                                      62
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for purposes of this Section 4.09; provided, in each such case, that the amount
thereof is included in Fixed Charges of the Company as accrued. Notwithstanding
any other provision of this Section 4.09 hereof, except in the case of Hedging
Obligations, the maximum amount of Indebtedness that the Company or any
Restricted Subsidiary 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 will 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 Indebtedness not issued with original issue discount;

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

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

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

Section 4.10      Asset Sales.

         The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

                  (1) the Company (or the 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 therefor received by the
         Company or such Restricted Subsidiary is in the form of cash. For
         purposes of this provision, each of the following shall be deemed to be
         cash:

                           (A) any liabilities, as shown on the Company's most
                  recent consolidated balance sheet, of the Company or any
                  Restricted Subsidiary (other than contingent liabilities and
                  liabilities that are by their terms subordinated to the Notes
                  or any 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; and

                           (B) any securities, Notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are contemporaneously, subject to
                  ordinary settlement periods, converted by the Company or such
                  Restricted Subsidiary into cash, to the extent of the cash
                  received in that conversion.

         Within 30 days after receipt of any Net Proceeds from an Asset Sale,
JII Holdings (or the applicable Restricted Subsidiary, as the case may be) may
apply such Net Proceeds to repay Priority Lien Debt and, if such Priority Lien
Debt is revolving credit Indebtedness, there shall be a corresponding reduction
of the amount the Company and its Restricted Subsidiaries are permitted to
borrow under clause (1)(A) of Section 4.09(b) hereof.

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<PAGE>

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding two paragraphs will constitute "Excess Proceeds." When
the aggregate amount of Excess Proceeds exceeds $10.0 million, within five days
thereof, the Issuers will 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 will be equal to 100% of principal
amount plus accrued and unpaid interest and Liquidated Damages, if any, to the
date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consumption of an Asset Sale Offer, the Company may use such Excess
Proceeds for any purpose not otherwise prohibited by this Indenture. If the
aggregate principal amount of Notes and such 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 based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.
         The Issuers will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with 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 provisions of
Sections 3.09 or 4.10 of this Indenture, the Issuers will comply with the
applicable securities laws and regulations and will not be deemed to have
breached their obligations under Section 3.09 or this Section 4.10 by virtue of
such compliance.

Section 4.11      Transactions with Affiliates.

         (a) The Company will not, and will 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:

                  (1) such Affiliate Transaction is on terms that are no less
         favorable to the Company or the relevant 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 clause (1) of this Section 4.11(a) 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

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<PAGE>

                  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 will not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of Section 4.11(a):

                  (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, including any Receivables 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,
         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 Jordan to Affiliates of the Company;

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

                  (7) payment of fees not in excess of the amounts specified in,
         or determined pursuant to, the Management Agreement or the JI Services
         Agreement, in each case, as in effect on the date of this Indenture;

                  (8) loans or advances to employees in the ordinary course of
         business not to exceed $500,000 in the aggregate at any one time
         outstanding;

                  (9) Permitted Payments to Parent;

                  (10) transactions between or among the Company and a
         Restricted Subsidiary or between Restricted Subsidiaries or
         transactions between a Receivables Subsidiary and any Person in which
         the Receivables Subsidiary has an Investment;

                  (11) any agreement in effect on the date of this Indenture or
         any amendment thereto (so long as the amendment is not disadvantageous
         to the Holders of the Notes in any material respect) or any transaction
         contemplated thereby; and

                  (12) the waiver of interest with respect to, or cancellation
         of, in each case without consideration, any of the Old JII Notes
         acquired by the Issuers in the JII Exchange Offer.

Section 4.12      Liens.

         (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien of any kind on any asset or property now owned or hereafter
acquired by the Company or any of its Restricted Subsidiaries or any proceeds,

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<PAGE>


income or profits therefrom, or assign or convey any right to receive income
therefrom, except Permitted Liens.

         (b) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist a Lien upon any asset or property, or any proceeds, income or profits
therefrom (whether then held by it or to be acquired by it at a future time) as
security for any:

             (1) Note Obligations, unless such Lien secures all Note
         Obligations (including the Notes) on an equal and ratable basis; or

             (2) Priority Lien Obligations, if:

                 (A) the Lien is junior or subordinated in any respect
             to any other Lien securing any Priority Lien Obligations; or

                 (B) any Priority Lien Obligations are contractually
             subordinated in any respect to any other Priority Lien
             Obligations.

         (c) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist a Lien upon any asset or property or any proceeds, income or profits
therefrom (other than any asset or property or any proceeds, income or profits
therefrom to the extent that it would otherwise be an Excluded Asset pursuant to
clause (1) of the definition of "Excluded Assets") acquired by it after the date
of this Indenture securing any Priority Lien Obligations unless, within 30 days
following the date on which such Lien was first created, incurred, assumed or
suffered to exist, the Collateral Agent is granted and holds an enforceable and
perfected second-priority security interest upon such property as security for
the Note Obligations, subject only to Priority Liens and other Permitted Prior
Liens.

Section 4.13 Corporate Maintenance.

         (a) The Company shall at all times:

             (1) have at least one executive officer that is different from
         any of the executive officers of Jordan;

             (2) maintain adequate capital in light of its contemplated
         business purpose, transactions and liabilities; and

             (3) observe all corporate formalities and maintain a separate
         identity and existence from Jordan.

         (b) Within 45 days of the date of this Indenture, the Company shall,
and shall at all times thereafter, have at least one Independent Director on its
Board of Directors

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:


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                  (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 (other than JII Finance), if the Board of Directors
         of the Company shall determine that the preservation thereof is no
         longer desirable in the conduct of the business of the Company and its
         Subsidiaries, taken as a whole, and that the loss thereof is not
         adverse in any material respect to the Holders of the Notes.

Section 4.15      Offer to Repurchase Upon Change of Control.

        (a) Upon the occurrence of a Change of Control, the Issuers will make an
offer (a "Change of Control Offer") to each Holder to repurchase all or any
part (equal to $700 or an integral multiple of $700) of each Holder's Notes at
a purchase price equal to 101% of the aggregate principal amount thereof plus
accrued and unpaid interest and Liquidated Damages, if any, on the Notes
repurchased, if any, to the date of purchase, subject to the rights of Holders
of Notes 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 Issuers will mail a notice to each Holder
describing the transaction or transactions that constitute the Change of
Control and stating:

                  (1) that the Change of Control Offer is being made pursuant to
         this Section 4.15 and that all Notes tendered will 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 will 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 will 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 will 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 will 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
         telegram, telex, 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
         will be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered, which unpurchased portion must be
         equal to $700 in principal amount or an integral multiple thereof.


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<PAGE>

         The Issuers will 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 4.15 of this Indenture, the Issuers will comply
with the applicable securities laws and regulations and will not be deemed to
have breached their obligations under Section 3.09 or this Section 4.15 by
virtue of such compliance.

         (b) On the Change of Control Payment Date, the Issuers will, 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
         so accepted together with an Officers' Certificate stating the
         aggregate principal amount of Notes or portions of Notes being
         purchased by the Issuers.

         The Paying Agent will 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
will promptly authenticate and mail (or cause to be transferred by book entry)
to each Holder a new Note equal in principal amount to any unpurchased portion
of the Notes surrendered, if any. The Issuers will publicly announce the results
of the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Issuers will 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 Section 3.09 hereof and purchases all Notes validly 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      Additional Note Guarantees.

         If after the date of this Indenture (i) the Company or any of its
Restricted Subsidiaries acquires or creates another Domestic Restricted
Subsidiary (other than an Immaterial Subsidiary or a Receivables Subsidiary);
(ii) any Domestic Restricted Subsidiary (other than JII Finance) ceases to be an
Immaterial Subsidiary or a Receivables Subsidiary; or (iii) any of the Company's
Restricted Subsidiaries, directly or indirectly, Guarantees or pledges any
assets to secure the payment of any Indebtedness of either of the Issuers that
constitutes Senior Debt, then that newly acquired or created Domestic Restricted
Subsidiary, such former Immaterial Subsidiary or Receivables Subsidiary or such
Restricted Subsidiary (other than an Immaterial Subsidiary, JII Finance or a
Receivables Subsidiary), as the case may be, will become a Subsidiary Guarantor
and substantially concurrently execute and deliver a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary; provided, that no Restricted Subsidiary shall be required to execute
a Subsidiary Guarantee or supplemental indenture under this paragraph prior to
the Guarantee Date. The form of such Note Guarantee is attached as Exhibit E
hereto.

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<PAGE>

         The Company will not permit any of its Restricted Subsidiaries,
directly or indirectly, to Guarantee or pledge any assets to secure the payment
of any other Indebtedness of either of the Issuers (other than Senior Debt)
unless such Restricted Subsidiary (other than JII Finance, an Immaterial
Subsidiary or a Receivables Subsidiary) becomes a Subsidiary Guarantor and
substantially concurrently executes and delivers a supplemental indenture
providing for the Guarantee of the payment of the Notes by such Restricted
Subsidiary. The form of such Note Guarantee is attached as Exhibit E hereto.

Section 4.17      Designation of Restricted and Unrestricted Subsidiaries.

         The Board of Directors of the Company may designate any Restricted
Subsidiary other than JII Finance to be an Unrestricted Subsidiary if that
designation would not cause a Default. If a Restricted Subsidiary 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 designated as Unrestricted will be deemed to be an Investment
made as of the time of the designation and will 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 will 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 may redesignate any Unrestricted
Subsidiary 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 will be evidenced to the Trustee by filing with the Trustee a
certified copy of the resolutions 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 will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will 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 by Section 4.09 hereof, the Company will 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; provided,
that such designation will 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 will only be permitted if (1) such
Indebtedness is permitted by Section 4.09 hereof, calculated on a pro forma
basis as if such designation had occurred at the beginning of the four-quarter
reference period; and (2) no Default or Event of Default would be in existence
following such designation.

Section 4.18      Real Property Collateral.

         (a) If, on the date of this Indenture, the Company and its Restricted
Subsidiaries have failed, with respect to any real property interests owned by
the Company and its Restricted Subsidiaries on the date of this Indenture (other
than Excluded Assets), to: (1) deliver to the Collateral Agent Opinions of
Counsel with respect to the creation and perfection of the Collateral Agent's
security interest in any such real property; or (2) obtain lender policies of
title insurance from one or more financially sound and reputable title insurance
companies in favor of the Collateral Agent for the benefit of the Holders of the
Notes, the Company shall, and shall cause each of its Restricted Subsidiaries
to, take all steps and actions as are necessary, or reasonably requested by the
Collateral Agent, to cause (a) such legal opinions to be delivered to the
Collateral Agent, in form and substance reasonably satisfactory to the
Collateral Agent, and (b) such title insurance to be obtained, in each case, as
soon as reasonably practicable and, in any event, within 60 days following the
date of this Indenture; provided, that the failure to deliver such legal
opinions or obtain such title insurance will not constitute a breach of the
obligations of the Company and its Restricted Subsidiaries under this Indenture
and the Security Documents so long as the aggregate Fair Market Value


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(determined on such 60th day) of the real property interests as to which either
such legal opinions have not been delivered or such title insurance has not been
obtained does not exceed $5.0 million.

         (b) Nothing in this Section 4.18 shall release the Company and its
Restricted Subsidiaries from the requirement that the Collateral Agent hold, on
and after the date of this Indenture, a second-priority perfected security
interest in all real property interests owned by the Company and its Restricted
Subsidiaries on the date of this Indenture (other than Excluded Assets), subject
only to Permitted Prior Liens.

Section 4.19      Additional Collateral.

         (a)      At any time when there are Priority Lien Obligations existing
that have not been paid in full if:

                  (1) the Company or any Restricted Subsidiary acquires any real
         property (other than any Excluded Assets), the Company or the
         applicable Restricted Subsidiary will be required, within 30 days
         following the date of such acquisition, to grant a security interest in
         such real property in favor of the Collateral Agent to secure the Note
         Obligations to the extent required under Section 4.12(c) hereof; and

                  (2) the Company or any Restricted Subsidiary acquires any
         personal property (including as a result of the acquisition or creation
         by the Company or any Restricted Subsidiary of a Domestic Subsidiary
         after the date of this Indenture) other than an Excluded Asset, the
         Company or the applicable Restricted Subsidiary will be required,
         within 30 days following the date of such acquisition, to grant a
         security interest in such personal property in favor of the Collateral
         Agent to secure the Note Obligations:

                           (A) to the extent required under Section 4.12(c)
                  hereof; and

                           (B) as provided in the Security Documents (to the
                  extent such security interest has not then been granted under
                  such Security Documents).

         Any security interest granted pursuant to clauses (1) and (2) of this
Section 4.19(a) shall be an enforceable, perfected second-priority security
interest, subject only to Priority Liens and other Permitted Prior Liens.

         (b)    At any time when there are no Priority Lien Obligations existing
that have not been paid in full, if:

                (1) the Company or any Restricted Subsidiary acquires any real
         property after the date of this Indenture with a Fair Market Value (as
         determined in good faith by the Board of Directors of the Company)
         individually or in the aggregate in excess of $3,500,000, the Company
         or the applicable Restricted Subsidiary will be required, within 30
         days following the date of such acquisition, to execute and deliver to
         the Collateral Agent:

                           (A) a deed of trust or mortgage or leasehold deed of
                  trust or leasehold mortgage, as the case may be (with such
                  modifications as are necessary to comply with applicable law),
                  under which the Company or such Restricted Subsidiary, as
                  applicable, shall grant a security interest to the Collateral

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<PAGE>

                  Agent to secure the Note Obligations in all such real property
                  and any related fixtures (without regard to the $3,500,000
                  threshold set forth above); and

                           (B) such opinions of counsel, if any, as the
                  Collateral Agent may reasonably require with respect to the
                  creation and perfection of such security interests; and

                  (2) the Company or any Restricted Subsidiary acquires any
         personal property (including as a result of the acquisition or creation
         by the Company or any Restricted Subsidiary of a Domestic Subsidiary
         after the date of this Indenture), other than an Excluded Asset, the
         Company or the applicable Restricted Subsidiary will be required,
         within 30 days following the date of such acquisition, to grant a
         security interest therein in favor of the Collateral Agent to secure
         the Note Obligations as provided in the Security Documents (to the
         extent such security interest has not then been granted under such
         Security Documents).

         Any security interest granted pursuant to clauses (1) and (2) of this
Section 4.19(b) shall be an enforceable, first-priority perfected security
interest, subject only to Permitted Prior Liens (other than Priority Liens).

Section 4.20      Further Assurances; Expense Reimbursement; Insurance.

         (a) At any time prior to the release of the Note Liens pursuant to
Section 11.06 hereof, upon request of the Collateral Agent at any time and from
time to time, the Issuers will, and will cause each of the other Obligors to,
promptly execute, acknowledge and deliver any Security Documents, instruments,
certificates, notices and other documents and take any other actions as that
Collateral Agent may reasonably request to create, perfect, protect, assure or,
subject to the provisions of Article 3 of the Intercreditor Agreement, enforce
the Liens and benefits intended to be conferred as contemplated by this
Indenture for the benefit of the Holders of Note Obligations. If the Company or
any other Obligor fails to do so, the Collateral Agent will be irrevocably
authorized and empowered, with full power of substitution, to execute,
acknowledge and deliver the Security Documents, instruments, certificates,
notices and other documents and, subject to the provisions of Article 3 of the
Intercreditor Agreement, take the other actions in the name, place and stead of
the Company or the other Obligor, but the Collateral Agent will have no
obligation to do so and no liability for any action taken or omitted by it in
good faith.

         (b) At any time prior to the release of the Note Liens pursuant to
Section 11.06 hereof, upon request of the Collateral Agent at any time and from
time to time, the Company will, and will cause the other Obligors to:

                  (1) permit the Collateral Agent or any advisor, auditor,
         consultant, attorney or representative acting for the Collateral Agent,
         upon reasonable notice to the Issuers and during normal business hours
         unless an Event of Default is continuing, to visit and inspect any of
         the property of the Company and the other Obligors, to review, make
         extracts from and copy the books and records of the Company and the
         other Obligors relating to any of the property, and to discuss any
         matter pertaining to any of the property with the officers and
         employees of the Company and the other Obligors; and

                  (2) deliver to the Collateral Agent any reports, including
         valuations, relating to any of the property or any Lien on the property
         that the Collateral Agent may reasonably request.

         (c) The Company will, and will cause the other Obligors to:


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                  (1) keep their properties adequately insured at all times by
         financially sound and reputable insurers, which, in the case of any
         insurance on any mortgaged real property, are licensed to do business
         in the state or states where the mortgaged real property is located;

                  (2) maintain such other insurance, to such extent and against
         such risks (and with such deductibles, retentions and exclusions),
         including fire and other risks insured against by extended coverage and
         coverage for acts of terrorism, as is customary with companies in the
         same or similar businesses operating in the same or similar locations,
         including public liability insurance against claims for personal injury
         or death or property damage occurring upon, in, about or in connection
         with the use of any properties owned, occupied or controlled by them;

                  (3) maintain such other insurance as may be required by law;
         and

                  (4) maintain such other insurance as is otherwise required by
         the Security Documents.

         (d) The Company will, and will cause the other Obligors to bear and pay
all legal expenses, collateral audit and valuation costs, filing fees, insurance
premiums and other costs associated with the performance of the obligations of
the Company and the other Obligors set forth in this Section 4.20.

         (e) The Company will, and will cause the other Obligors to pay or
reimburse the Trustee and the Collateral Agent for, and, to the fullest extent
lawful, defend and indemnify each of them against, all liabilities, taxes, costs
and expenses of every type and nature (including, without limitation, the
reasonable fees and charges of attorneys, advisors, auditors, consultants or
other representatives acting for any of them) ("losses") incurred by any of them
in connection with the performance of the obligations of the Company and the
other Obligors set forth in this Section 4.20 as a result of or in connection
with the creation, perfection, protection or enforcement of the Note Liens or
the exercise or enforcement of any right or remedy under the Security Documents
or to prove, preserve, protect or enforce any Note Lien or any claim based upon
the Note Liens in any legal proceeding, including any Insolvency or Liquidation
Proceeding, except to the extent the losses may be attributable to the gross
negligence, willful misconduct or bad faith of the party seeking payment or
reimbursement.

         (f) Without limiting the foregoing, the Company will, and will cause
the other Obligors to, pay all Uniform Commercial Code search and filing fees,
and any other fees payable in connection with the creation, perfection or
recordation of Liens, incurred in connection with the Collateral.

         (g) In addition, prior to any reorganization of the Company as a
corporation, the Company will deliver to the Collateral Agent, (1) amendments to
any existing Uniform Commercial Code financing statements or other filings made
in respect of the Company, reflecting such reorganization, including the
corporate name of the reorganized entity, in each case, in appropriate form for
filing or recordation, and (2) such other Security Documents, if any, as shall
be necessary to ensure that the Collateral Agent holds a fully enforceable
continuously-perfected second-priority security interest in the Collateral,
subject only to Permitted Prior Liens.

Section 4.21      Payments for Consent.

         The Company will not, and will 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


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and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

Section 4.22      Restrictions on Activities of JII Finance.

         JII Finance will not hold any material assets, become liable for any
material obligations or engage in any significant business activities; provided,
that JII Finance may be a co-obligor with respect to Indebtedness if the Company
is a primary obligor of such Indebtedness and the net proceeds of such
Indebtedness are received by the Company or one or more of the Company's
Restricted Subsidiaries other than JII Finance.

Section 4.23      Subsidiary Guarantees.

         On or before the date that is 18 months from the date of this
Indenture, the Company shall cause each current and future Domestic Restricted
Subsidiary, other than any Immaterial Subsidiaries, JII Finance and any
Receivables Subsidiaries, to become Subsidiary Guarantors and issue the
Subsidiary Guarantees. In the event that any of the Company's Domestic
Restricted Subsidiaries, other than Immaterial Subsidiaries, JII Finance and any
Receivables Subsidiaries, fails to become a Subsidiary Guarantor and issue its
Subsidiary Guarantee (i) on or before the date that is 12 months from the date
of this Indenture, the interest rate on the Notes will increase by 1%, effective
as of such date and (ii) on or before the date that is 18 months from the date
of this Indenture, the interest rate on the Notes will be increased by an
additional 0.5%, effective as of such date, with such increases in the interest
rate to stay in effect until the Guarantee Date; provided, that such interest
rate increases described above shall be the exclusive remedy to the Holders of
Notes if the Company fails to provide the Subsidiary Guarantees from such
Domestic Restricted Subsidiaries and any such failure by the Company to provide
such Subsidiary Guarantees from such Domestic Restricted Subsidiaries will not
constitute an Event of Default.

Section 4.24      No Layering of Debt by Guarantors.

         No Guarantor will 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 Guarantee; provided, however, that no Indebtedness
will be deemed to be contractually subordinated in right of payment to any other
Indebtedness of the Guarantor solely by virtue of being unsecured or by virtue
of being secured on a first or junior Lien basis.

Section 4.25 Funds Received by Jordan from any other Subsidiaries.

         (a) To the extent Jordan (A) receives any payments, whether in the form
of a loan, dividend or distribution or from the proceeds of a sale or
distribution of assets, property or securities, recapitalization, or other
similar payments, (I) from any Subsidiary of Jordan that is not the Company or a
Subsidiary of the Company, (II) from the sale by Jordan of any other property
received by Jordan from any such Subsidiary or (III) that would constitute Net
Proceeds of an Asset Sale under this Indenture if Jordan were an issuer under
this Indenture and Jordan's Subsidiaries were Restricted Subsidiaries under this
Indenture; or (B) receives any payments that constitute a return on
any advance from Jordan to any Person, payment on any loan from Jordan to any
Person or any payment on any note held by Jordan (any such payment described
under clauses (A) or (B) of this clause 4.25(a), are hereafter referred to as
the "Jordan Funds") (other than any amounts (x) required to be paid by such
Subsidiaries pursuant to the Management Agreement or the JI Services Agreement,
in each case, as in effect on the date of this Indenture, (y) required to comply


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with any tax sharing agreements or otherwise required to satisfy any obligation
of Jordan to any governmental entity, or (z) representing direct costs payable
by Jordan or such Subsidiaries in connection with such receipt, including
expenses, commissions, fees, taxes paid or payable or establishment of reserves
in accordance with GAAP), such Jordan Funds shall be contributed to the Company
and used to repay Priority Lien Debt within 30 days after the receipt by Jordan
of such Jordan Funds.

         (b) Whenever any Jordan Funds contemplated by Section 4.25(a)(A) above
(i) are received by Jordan from Motors and Gears, Inc., Kinetek, Inc. or any of
their respective Subsidiaries or from the sale or distribution of assets,
property or securities received by Jordan from any such entity or (ii) would
constitute Net Proceeds of an Asset Sale under this Indenture if Jordan were an
issuer under this Indenture and Jordan's Subsidiaries were Restricted
Subsidiaries under this Indenture, are used to repay Priority Lien Debt, there
shall be a corresponding reduction of the amount the Company and its Restricted
Subsidiaries are permitted to borrow under clause (1)(A) of Section 4.09(b)
hereof equal to 75% of such payment of Priority Lien Debt.

         (c) If any Jordan Funds are not used as provided for in clause (a)
above (including in the event that all Priority Lien Debt has been repaid),
Jordan shall contribute such Jordan Funds to the Company, which shall comply
with the provisions of Section 4.10 hereof as if such Jordan Funds were Excess
Proceeds under this Indenture.

         (d) In order to give effect to clauses (a) through (c) above, Jordan
and its Subsidiaries shall not make any payments to any Person that would be
prohibited by the existing indentures governing the Old JII Notes or the Senior
Subordinated Debentures, as in effect on the date of this Indenture, assuming
such indentures were to continue in full force and effect.

         (e) In connection with any payment in respect of Priority Lien Debt by
Jordan, Jordan agrees that it will not be entitled to, and hereby waives, any
right of subrogation, contribution or reimbursement it might otherwise be
entitled to claim against the Holders of Notes or any other Person in respect of
any Indebtedness or other obligations of either Issuer, any Guarantor or other
Obligor (including, without limitation, Priority Lien Debt) repaid by Jordan
pursuant to the foregoing provisions.

                                   ARTICLE 5.
                                   SUCCESSORS

Section 5.01      Merger, Consolidation, or Sale of Assets.

         The Company shall not, directly or indirectly, consolidate or merge
with or into another Person (whether or not the Company is the surviving
corporation), or 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 or limited
                  liability company organized or existing under the laws of the
                  United States, any state of the United States or the District
                  of Columbia;

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                  (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, the Security Documents and the Intercreditor 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 will not, directly or indirectly, lease all or
substantially all of the properties or 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 will not apply to:

                  (1) a merger of the Company with an Affiliate solely for the
         purpose of reorganizing the Company in another jurisdiction; or

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

         Notwithstanding the foregoing, the Company is permitted to reorganize
as a corporation, provided, that:

                  (1) the Company shall have delivered to the Trustee an Opinion
         of Counsel in the United States reasonably acceptable to the Trustee
         confirming that such reorganization is not adverse to Holders of the
         Notes (it being recognized that such reorganization shall not be deemed
         adverse to the Holders of the Notes solely because (i) of the accrual
         of deferred tax liabilities resulting from such reorganization or (ii)
         the successor or surviving corporation (a) is subject to income tax as
         a corporate entity or (b) is considered to be an "includible
         corporation" of an affiliated group of corporations within the meaning
         of the Code or any similar state or local law) and certain other
         conditions are satisfied;

                  (2)      the Company shall have complied with the provisions
         of Section 4.20(g) hereof;

                  (3) the subchapter "C" corporation resulting from such
         transaction is a corporation organized and existing under the laws of
         any state of the United States or the District of Columbia and the
         Beneficial Owners of the Equity Interests of the subchapter "C"
         corporation shall be the same, and shall be in the same percentages, as
         the Beneficial Owners of Equity Interests of the applicable entity
         immediately prior to such transaction;

                  (4) the subchapter "C" corporation resulting from such
         transaction assumes in writing all of the obligations, if any, of the
         applicable entity under (a) this Indenture, the Notes, the Note
         Guarantees and the Security Documents and (b) all other documents and
         instruments to which such Person is a party (other than, in the case of
         clause (a) only, any documents and instruments that, individually or in
         the aggregate, are not material to the subchapter "C" corporation);


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<PAGE>

                  (5) the subchapter "C" corporation  resulting from such
         transaction  complies with Sections 4.16, 4.17 and 4.19 hereof;

                  (6) the Trustee is given not less than 45 days' advance
         written notice of such transaction and evidence satisfactory to the
         Trustee (including, without limitation, title insurance and a
         satisfactory Opinion of Counsel) regarding the maintenance of the
         perfection and priority of liens granted, or intended to be granted, in
         favor of the Collateral Agent in the Collateral following such
         transaction;

                  (7) such transaction would not cause or result in a DefaulT
         or an Event of Default; and

                  (8) The Company shall have delivered to the Trustee an
         Officers' Certificate confirming that the conditions in clauses (1)
         through (7) have been satisfied.

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 assets
of the Company in a transaction that is subject to, and that complies with the
provisions of, Section 5.01 hereof, the successor corporation 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, lease, conveyance or other disposition, the
provisions of this Indenture referring to the "Company" shall refer instead to
the successor corporation 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 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) the Company defaults for 30 days in the payment when due
         of interest on, or Liquidated  Damages with respect to, the Notes;

                  (2) the Company defaults in the payment when due (at maturity,
         upon redemption or otherwise) of the principal of, or premium, if any,
         on the Notes;

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

                  (4) the Company or any of its Restricted Subsidiaries fails to
         comply with the provisions of Sections 4.07 or 4.09 for 30 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;

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                  (5) the Company or any of its Restricted Subsidiaries fails to
         observe or perform any other covenant, representation, warranty or
         other agreement in this Indenture or the Notes or the Security
         Documents 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;

                  (6) a default occurs 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, or
                  interest or premium, if any, on such Indebtedness 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
                  $15.0 million or more;

                  (7) a final judgment or final judgments for the payment of
         money are entered by a court or courts of competent jurisdiction
         against the Company or any of its Restricted Subsidiaries, which
         judgment or judgments are not paid, discharged or stayed for a period
         of 60 days; provided, that the aggregate amount of all such
         undischarged judgments exceeds $5.0 million (net of any amounts insured
         by a reputable and creditworthy insurance company, as to which such
         insurance company has not denied coverage);

                  (8) 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;

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

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<PAGE>

                           (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;

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

                  (10) except as permitted by this Indenture, any Security
         Document ceases for any reason to be fully enforceable; provided, that
         it shall not be an Event of Default under this clause (10) if the sole
         result of the failure of one or more Security Documents to be fully
         enforceable is that any Note Lien purported to be granted under such
         Security Documents on Collateral, individually or in the aggregate,
         having a Fair Market Value of not more than $5.0 million ceases to be
         an enforceable and perfected second-priority security interest, subject
         only to Permitted Prior Liens;

                  (11) any Note Lien purported to be granted under any Security
         Document on Collateral, individually or in the aggregate, having a Fair
         Market Value in excess of $5.0 million ceases to be an enforceable and
         perfected second-priority security interest, subject only to Permitted
         Prior Liens;

                  (12) the Company or any other Obligor, or any Person acting on
         behalf of any of them, denies or disaffirms, in writing, any obligation
         of the Company or any other Obligor set forth in or arising under any
         Security Document; and

                  (13) except as permitted by this Indenture, the Jordan
         Guaranty or any Subsidiary Guarantee of a Subsidiary Guarantor that is
         a Significant Subsidiary is held in any judicial proceeding to be
         unenforceable or invalid or ceases for any reason to be in full force
         and effect (except in accordance with its terms), or any Guarantor, or
         any Person acting on behalf of any such 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 (8) or (9) of
Section 6.01 hereof, with respect to 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, all outstanding Notes will 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 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.

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         In the event of a declaration of acceleration of the Notes because an
Event of Default described in clause (6) of Section 6.01 hereof has occurred and
is continuing, the declaration of acceleration of the Notes shall be
automatically annulled (and such Event of Default shall be deemed cured) if the
Payment Default or other default triggering such Event of Default pursuant to
clause (6) of Section 6.01 hereof shall be remedied or cured by the Company or a
Restricted Subsidiary or waived by the holders of the relevant indebtedness
within 60 days after the declaration of acceleration with respect thereto and if
(a) the annulment of the acceleration of the Notes would not conflict with any
judgment or decree of a court of competent jurisdiction and (b) all existing
Events of Default, except nonpayment of principal, premium or interest on the
Notes that became due solely because of the acceleration of the Notes, have been
cured.

         The Holders of a majority in aggregate principal amount of the then
outstanding Notes by written notice to the Trustee may, on behalf of all of the
Holders, rescind an acceleration or waive any existing Default or Event of
Default and its consequences if the rescission would not conflict with any
judgment or decree and if all existing Events of Default (except nonpayment of
principal, interest or premium or Liquidated Damages, if any, that has become
due solely because of the acceleration) have been cured or waived.

         If an Event of Default occurs on or after January 1, 2005 by reason of
any willful action (or inaction) taken (or not taken) by or on behalf of either
of the Issuers with the intention of avoiding payment of the premium that the
Issuers would have had to pay if the Issuers 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 January 1, 2005
by reason of any willful action (or inaction) taken (or not taken) by or on
behalf of either of the Issuers 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 in an amount, for the year beginning on January 1 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):

        Year                                                     Percentage
        ----                                                     ----------
        2004....................................................   13.000%

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.

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


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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 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)      the Holder of a Note gives to the Trustee written
         notice that an Event of Default is continuing;

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

                  (3) such Holder or Holders offer and, if requested, provide to
         the Trustee 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, if requested; and

                  (5) during such 60-day period the Holders of a majority in
         aggregate principal amount of the then outstanding Notes do not give
         the Trustee a direction inconsistent with the 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 or any other Note
Document, the right of any Holder of a Note to receive from the Issuers, Jordan
and, after issuance of the Subsidiary Guarantees, if any, the Subsidiary
Guarantors, payment of the principal, premium and Liquidated Damages, if any,
and interest on the Notes held by such Holder, on or after the respective due
dates for payment from the Issuers, Jordan and, after issuance of the Subsidiary
Guarantees, if any, the Subsidiary Guarantors expressed in the Note (including
in connection with an offer to purchase), or to institute suit against the
Issuers, Jordan and, after issuance of the Subsidiary Guarantees, if any, the
Subsidiary Guarantors 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; provided that a Holder shall not have the right to institute any such
suit against Jordan, the Issuers or, after issuance of the Subsidiary


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Guarantees, if any, the Subsidiary Guarantors for the enforcement of payment if
and to the extent that the institution or prosecution thereof or the entry of
judgment therein would, under applicable law, result in the surrender,
impairment, waiver or loss of the Lien of this Indenture upon any property
subject to such Lien.

Section 6.08      Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(1) or (2) 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 and the Collateral Agent and their
respective 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 and the Collateral Agent and their
respective 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 and the
Collateral Agent and their respective agents and counsel, and any other amounts
due the Trustee and the Collateral Agent under the Note Documents, including
under Section 7.07 and Article 10 hereof. To the extent that the payment of any
such compensation, expenses, disbursements and advances of the Trustee and the
Collateral Agent and their respective agents and counsel, and any other amounts
due the Trustee and the Collateral Agent under the Note Documents, including
under Section 7.07 and Article 10 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.

         Any money or other property collected by the Trustee pursuant to this
Article 6, including pursuant to the Security Documents, or otherwise
distributable in respect of the Company's or any other Obligor's obligations
under this Indenture and the other Note Documents shall be paid in the following
order:

                  First: to the Trustee and the Collateral Agent and their
         respective agents and attorneys for amounts due the Trustee and the
         Collateral Agent under the Note Documents, including under Section 7.07
         and Article 10 hereof, including payment of all compensation, expenses
         and liabilities incurred, and all advances made, by the Trustee and the
         Collateral Agent and the costs and expenses of collection;


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                  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: any surplus remaining after the payment in full in cash
         of all of the Note Obligations shall be paid to the Company or the
         applicable Guarantor, as the case may be, its successors or assigns, or
         to whomsoever may be lawfully entitled to receive the same, or as a
         court of competent jurisdiction may direct.

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

Section 6.11      Undertaking for Costs.

         In any suit for the enforcement of any right or remedy under any Note
Document or in any suit against the Trustee or the Collateral Agent for any
action taken or omitted by it as a Trustee or Collateral Agent, 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 or the Collateral Agent, a suit by a Holder of a Note
pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                   ARTICLE 7.
                                    TRUSTEE

Section 7.01      Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
will 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 will 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 will 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;

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                  (2) the Trustee will 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 will 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 or any other Note Document will
require the Trustee to expend or risk its own funds or incur any liability. The
Trustee will be under no obligation to exercise any of its rights and powers
under this Indenture or any other Note Document 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 will 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 will 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 will 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 will not
be responsible for the misconduct or negligence of any agent appointed with due
care.

         (d) The Trustee will 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 will be sufficient if
signed by an Officer of the Company.

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

         (g) Except with respect to Section 4.01 hereof, the Trustee shall have
no duty to inquire as to the performance of the Company with respect to the
covenants contained in Article 4 hereof. In addition, the Trustee shall not be
deemed to have knowledge of an Event of Default except (i) any Default or Event
of Default occurring pursuant to Section 4.01 or 6.01(1) or (2) hereof or (ii)
any Default or Event of Default of which the Trustee shall have received written
notification or obtained actual knowledge.


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         (h) Delivery of reports, information and documents to the Trustee under
Section 4.03 hereof is for informational purposes only and the Trustee's receipt
of the foregoing shall not constitute constructive notice of any information
contained therein or determinable from information contained therein, including
the Company's compliance with any of their covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

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 will not be responsible for and makes no representation as
to the validity or adequacy of this Indenture, the Notes or any other Note
Document, 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 will not be responsible for the use or
application of any money received by any Paying Agent other than the Trustee,
and it will not be responsible for any statement or recital herein or 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 will 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 with the May 15
following the date of this Indenture, and for so long as Notes remain
outstanding, the Trustee will mail to the Holders of the Notes a brief report
dated as of such reporting date that complies with TIA ss. 313(a) (but if no
event described in TIA ss. 313(a) has occurred within the twelve months
preceding the reporting date, no report need be transmitted). The Trustee also
will comply with TIA ss. 313(b)(2). The Trustee will also transmit by mail all
reports as required by TIA ss. 313(c).

         (b) A copy of each report at the time of its mailing to the Holders of
Notes will 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 ss. 313(d). The Company will promptly notify the Trustee when the Notes are
listed on any stock exchange.


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Section 7.07      Compensation and Indemnity.

         (a) The Company will pay to the Trustee from time to time reasonable
compensation for its acceptance of this Indenture and services hereunder. The
Trustee's compensation will not be limited by any law on compensation of a
trustee of an express trust. The Company will 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 will
include the reasonable compensation, disbursements and expenses of the Trustee's
agents and counsel.

         (b) The Company and the Guarantors will 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 and any other Note Document, including the costs and expenses of
enforcing this Indenture and any other Note Document 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 will
notify the Company promptly of any claim for which it may seek indemnity.
Failure by the Trustee to so notify the Company will not relieve the Company or
any of the Guarantors of their obligations hereunder. The Company or such
Guarantor will defend the claim and the Trustee will cooperate in the defense.
The Trustee may have separate counsel and the Company will 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 will not be
unreasonably withheld.

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

         (d) To secure the Company's and the Guarantors' payment obligations in
this Section 7.07, the Trustee will have, subject to the Intercreditor
Agreement, a Lien prior to the Notes on the Collateral and 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 will 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(8) or (9) 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 will comply with the provisions of TIA ss. 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 will 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 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;

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<PAGE>

                  (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 will promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

         (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 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 will deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee will become effective, and the
successor Trustee will have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee will mail a notice of its succession
to Holders. The retiring Trustee will promptly transfer all property held by it
as Trustee to the successor Trustee, provided all sums owing to the Trustee
hereunder have been paid and subject to the Lien provided for in Section 7.07
hereof. Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Company's obligations under Section 7.07 hereof will 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 corporation without any further act will be the successor Trustee.

Section 7.10      Eligibility; Disqualification.

         There will 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 $100.0
million as set forth in its most recent published annual report of condition.

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


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Section 7.11      Preferential Collection of Claims Against the Issuers.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01      Option to Effect Legal Defeasance or Covenant Defeasance.

         The Issuers may, at the option of its Board of Directors evidenced by a
resolution set forth in an Officers' Certificate, and at any time, 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 Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuers and each of the Guarantors will,
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 Issuers and the Guarantors will be deemed to
have paid and discharged the entire Indebtedness represented by the outstanding
Notes (including the Note Guarantees), which will 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 Issuers,
shall execute proper instruments acknowledging the same), except for the
following provisions which will survive until otherwise terminated or discharged
hereunder:

                  (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 Issuers' 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 and the Collateral Agent hereunder and under the other Note
         Documents and the Issuers' and the Guarantors' obligations in
         connection therewith; and

                  (4) this Article 8.

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

Section 8.03      Covenant Defeasance.

         Upon the Issuers' exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuers and each of the Guarantors will,
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

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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, 4.22, 4.23, 4.24 and 4.25 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 will 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 will continue to be deemed "outstanding" for all other purposes
hereunder (it being understood that such Notes will not be deemed outstanding
for accounting purposes). For this purpose, Covenant Defeasance means that, with
respect to the outstanding Notes, Note Guarantees and Security Documents, the
Issuers and the Guarantors may omit to comply with and will 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 will
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, Note
Guarantees and Security Documents will be unaffected thereby. In addition, upon
the Issuers' exercise under Section 8.01 hereof of the option applicable to this
Section 8.03 hereof, subject to the satisfaction of the conditions set forth in
Section 8.04 hereof, Sections 6.01(3) through 6.01(6) hereof will 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 Issuers must irrevocably deposit with the Trustee, in
         trust, for the benefit of the Holders, cash in U.S. dollars,
         noncallable Government Securities, or a combination thereof, in such
         amounts as will 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 Issuers must specify whether the Notes are being
         defeased to such stated date for payment or to a particular redemption
         date;

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

                           (A) the Issuers have 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 will not recognize income, gain or loss for
                  federal income tax purposes as a result of such Legal
                  Defeasance and will be subject to federal income tax on the
                  same amounts, in the same manner and at the same times as
                  would have been the case if such Legal Defeasance had not
                  occurred;

                  (3) in the case of an election under Section 8.03 hereof, the
         Issuers must deliver to the Trustee an Opinion of Counsel confirming
         that the Holders of the outstanding Notes will not recognize income,
         gain or loss for federal income tax purposes as a result of such
         Covenant Defeasance and will be subject to federal income tax on the
         same amounts, in the same manner and at the same times as would have
         been the case if such Covenant Defeasance had not occurred;

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                  (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) and the deposit will not result in a breach or violation of,
         or constitute a default under, any other instrument to which either of
         the Issuers or any Guarantor is a party or by which either of the
         Issuers or any Guarantor is bound;

                  (5) such Legal Defeasance or Covenant Defeasance will 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 Issuers must deliver to the Trustee an Officers'
         Certificate stating that the deposit was not made by either of the
         Issuers with the intent of preferring the Holders of Notes over the
         other creditors of either of the Issuers with the intent of defeating,
         hindering, delaying or defrauding any other creditors of either of the
         Issuers or others; and

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

         The Liens securing the Notes will be released upon Legal Defeasance or
Covenant Defeasance effected in accordance with the provisions described in this
Article 8.

         Nothing in this Article 8 shall be deemed to discharge those provisions
of this Indenture and the other Note Documents, including the provisions of
Section 7.07 hereof, that by their terms survive the satisfaction and discharge
of this Indenture.

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 noncallable 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
will be held in trust and applied by the Trustee, in accordance with the
provisions of such Notes and this Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as Paying Agent) as the
Trustee may determine, to the Holders of 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 Issuers will pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or noncallable 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
will deliver or pay to the Issuers from time to time upon the request of the
Issuers any money or noncallable 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

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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 Issuers, 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 Issuers on its request
or (if then held by the Issuers) will be discharged from such trust; and the
Holder of such Note will thereafter be permitted to look only to the Issuers for
payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money, and all liability of the Issuers as trustee
thereof, will 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 Issuers 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 will not be less than 30 days
from the date of such notification or publication, any unclaimed balance of such
money then remaining will be repaid to the Issuers.

Section 8.07      Reinstatement.

         If the Trustee or Paying Agent is unable to apply any United States
dollars or noncallable 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 Issuers' and the Guarantors' obligations under this
Indenture and the Notes, the Note Guarantees and Security Documents will 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 Issuers make any payment of
principal of, premium or Liquidated Damages, if any, or interest on any Note
following the reinstatement of its obligations, the Issuers will 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.

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01      Without Consent of Holders of Notes.

         Notwithstanding Section 9.02 of this Indenture, the Issuers, the
Guarantors, Trustee and the Collateral Agent may amend or supplement this
Indenture, the Note Guarantees, the Security Documents, the Intercreditor
Agreement or the Notes without the consent of any Holder of a Note:

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

                  (2) to provide for uncertificated Notes in addition to or in
         place of certificated Notes or to alter the provisions of Article 2
         hereof (including the related definitions) in a manner that does not
         materially adversely affect any Holder;

                  (3) to provide for the assumption of the Issuers' or a
         Guarantor's obligations to the Holders of the Notes and Note Guarantees
         by a successor to the Company pursuant to Article 5 or Article 12
         hereof;

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                  (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 Holder of the Note;

                  (5) to make, complete or confirm any grant of Collateral
         permitted or required by this Indenture or any of the Security
         Documents or any release of Collateral that becomes effective as set
         forth in this Indenture or any of the Security Documents;

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

                  (7) to conform the text of this Indenture, the Note
         Guarantees, the Security Documents, the Notes or the Intercreditor
         Agreement to any provision of the "Description of the New Notes"
         section of the Company's Offering Memorandum/Consent Solicitation
         Statement dated January 15, 2004, relating to the initial offering of
         the Notes, to the extent that such provision in that "Description of
         the New Notes" was intended to be a verbatim recitation of a provision
         of this Indenture, the Note Guarantees, the Security Documents, the
         Notes or the Intercreditor Agreement;

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

                  (9) to allow any Guarantor to execute a supplemental indenture
         and/or a Note Guarantee with respect to the Notes or to provide for
         guarantees by any Subsidiary of the Company;

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

         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 will 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 will 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), the Note Guarantees, the Security Documents
and the Notes with the consent of the Holders of at least a majority in
principal amount of the Notes (including, without limitation, Additional Notes,
if any) then outstanding 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, the Note Guarantees, the Security Documents or the Notes may be
waived with the consent of the Holders of a majority in principal amount of the
then outstanding Notes voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes).


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         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 will
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 will not be
obligated to, enter into such amended or supplemental Indenture.

         It is not necessary for the consent of the Holders of Notes under this
Section 9.02 to approve the particular form of any proposed amendment 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 will 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, will 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 and the Guarantors with any provision of this Indenture,
the Notes, the Security Documents 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 any of the provisions with respect to the redemption
         of the Notes except for provisions relating 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;

                  (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);


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                  (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 amendment and waiver provisions
         set forth in Sections 9.01 and 9.02 hereof.

         In addition, without the consent of the Holders of at least 75% in
aggregate outstanding principal amount of the Notes then outstanding, an
amendment, supplement or waiver may not (with respect to any Notes held by a
non-consenting holder) release any Collateral from the Liens created by the
Security Documents, except as specifically provided for in the Note Documents.
Section 2.08 hereof shall determine which Notes are considered to be
"outstanding" for purposes of this Section 9.02.

Section 9.03      Compliance with Trust Indenture Act.

         Every amendment or supplement to this Indenture or the Notes will 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 waiver, supplement or amendment 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 will not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06      Trustee to Sign Amendments, etc.

         The Trustee will 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
approves it. In executing any amended or supplemental indenture, the Trustee
will be entitled to receive and (subject to Section 7.01 hereof) will be fully
protected in relying upon, in addition to the documents required by Section
15.04 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 of note guarantees

Section 10.01      Agreement to Subordinate.

         The Company agrees, and each Holder by accepting a Note agrees, that
the Indebtedness evidenced by the Note Guarantees is subordinated in right of
payment, to the extent and in the manner provided in this Article 10, to the
prior payment in full of all Senior Debt of such Guarantor (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 of such
Guarantor.

Section 10.02      Liquidation; Dissolution; Bankruptcy.

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

                  (1) holders of Senior Debt will be entitled to receive payment
         in full 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 will be entitled to receive any payment with respect to the
         Notes from such Guarantor (except that Holders of Notes may receive and
         retain Permitted Junior Securities); 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 will be made to
         holders of Senior Debt of such Guarantor (except that Holders of Notes
         may receive and retain Permitted Junior Securities), as their interests
         may appear.

Section 10.03      Default on Senior Debt.

         (a) Such Guarantor 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) until all principal and other
Obligations with respect to the Senior Debt of such Guarantor have been paid in
full if:

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

                  (2) any other default occurs and is continuing on any series
         of Senior Debt that permits holders of that series of Senior Debt to
         accelerate its maturity and the Trustee receives a notice of such
         default (a "Payment Blockage Notice") from such Guarantor or the
         holders of any such Senior Debt. If the Trustee receives any such
         Payment Blockage Notice, no subsequent Payment Blockage Notice will be
         effective for purposes of this Section unless and until (A) at least
         360 days have elapsed since the effectiveness of the immediately prior
         Payment Blockage Notice and (B) all scheduled payments of principal,
         premium and Liquidated Damages, if any, and interest on the Notes that
         have come due have been paid in full in cash.


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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 have
been waived for a period of not less than 180 days.

         (b) Such Guarantor may and will resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

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

                  (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 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 Guarantor will 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)
at a time when the Trustee or such Holder, as applicable, has actual knowledge
that such payment is prohibited by Section 10.04 hereof, such payment will be
held by the Trustee or such Holder, in trust for the benefit of, and will 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 will be read into this Indenture against
the Trustee. The Trustee will not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and will 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 the Guarantor.

         The Guarantor will promptly notify the Trustee and the Paying Agent of
any facts known to such Guarantor that would cause a payment of any Obligations
with respect to the Notes to violate this Article 10, but failure to give such
notice will not affect the subordination of the Note Guarantees to the Senior
Debt of such Guarantor as provided in this Article 10.


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Section 10.07      Subrogation.

         After all Senior Debt is paid in full and until the Notes are paid in
full, Holders of Notes will 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 Guarantors and Holders, a payment by the Guarantors 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 will:

                  (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 a Guarantor 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 is still a Default or Event of Default.

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 Note Guarantees may be impaired by any act or
failure to act by the Company, any Guarantor or any Holder or by the failure of
the Company, any Guarantor 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 a Guarantor referred to
in this Article 10, the Trustee and the Holders of Notes will 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 such
Guarantor, 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 will 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 will 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.

         The  provisions  of this  Article 10 may not be amended or modified
without the written  consent of the holders of all Senior Debt.

Section 10.14     Effectiveness of Subordination of Note Guarantees.

         This Article 10 shall be effective with respect to each Guarantor upon
the issuance of its Note Guarantee or the execution by such Guarantor of a
supplemental indenture providing for its Note Guarantee or with respect to
Jordan, the execution of this Indenture and its Note Guarantee.

                                   ARTICLE 11.
                             COLLATERAL AND SECURITY

Section 11.01     Security Documents.

         The payment of the principal of and interest and premium and Liquidated
Damages, if any, on the Notes, and the payment and performance of all other Note
Obligations will be secured, equally and ratably, by a second-priority security
interest in the Collateral, subject only to Permitted Prior Liens, as provided
in the Security Documents.

Section 11.02     Ranking of Note Liens.

         Notwithstanding:

                  (1) anything to the contrary contained in the Security
         Documents;

                  (2) the time of incurrence of any Secured Debt;


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                  (3) the time, order or method of attachment of the Note Liens
         or the Priority Liens;

                  (4) the time or order of filing or recording of financing
         statements or other documents filed or recorded to perfect any Lien
         upon any Collateral;

                  (5) the time of taking possession or control over any
         Collateral;

                  (6) the rules for determining priority under the Uniform
         Commercial Code or any other law governing relative priorities of
         secured creditors;

                  (7) that any Priority Lien may not have been perfected;

                  (8) that any Priority Lien may be or have become subordinated,
         by equitable subordination or otherwise, to any other Lien; or

                  (9) any other circumstance of any kind or nature whatsoever,
         whether similar or dissimilar to any of the foregoing,

the Note Liens will in all circumstances be junior and subordinate in ranking to
all Priority Liens, whenever granted, upon any present or future Collateral, and
the Priority Liens, whenever granted, upon any present or future Collateral to
the extent the Priority Liens secure the Priority Lien Obligations will be prior
and superior to the Note Liens.

         This Section 11.02 is intended for the benefit of, and will be
enforceable as a third party beneficiary by, each present and future holder of
Priority Lien Obligations, and the Priority Lien Collateral Agent as holder of
Priority Lien Obligations. No other Person will be entitled to rely on, have the
benefit of or enforce this provision.

         This Section 11.02 is intended solely to set forth the relative
ranking, as security interests, of the security interests securing the Notes as
against Priority Lien Obligations. Neither the Notes nor the exercise or
enforcement of any right or remedy for the payment or collection thereof are
intended to be, or will ever be by reason of the foregoing provision, in any
respect subordinated, deferred, postponed, restricted or prejudiced.

Section 11.03     Order of Application.

         Subject to the terms of the Intercreditor Agreement and the application
of the enforcement proceeds to the payment of amounts required to be applied to
the repayment of indebtedness secured by a prior Lien on such Collateral, if,
upon the enforcement by the Collateral Agent of any default remedy set forth in
any Security Document, any Collateral is sold in foreclosure of such security
interest or is otherwise collected or realized upon by the Collateral Agent, the
proceeds received by the Collateral Agent from such enforcement will be
distributed by the Collateral Agent in the following order of application:

         FIRST, to the payment of all amounts payable under the Security
Documents securing the Note Obligations on account of the Collateral Agent's
fees or any reasonable legal fees, costs and expenses or other liabilities of
any kind incurred by the Collateral Agent or any co-trustee or agent in
connection with any such Security Document;


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<PAGE>

         SECOND, to the Trustee for application, in accordance with clauses
"first" and "second" of Section 6.10 hereof, to the payment of all Note
Obligations until all Note Obligations have been paid in full; and

         THIRD, any surplus remaining after the payment in full in cash of all
of the Note Obligations shall be paid to the Company or the applicable Obligor,
as the case may be, its successors or assigns, or to whomsoever may be lawfully
entitled to receive the same, or as a court of competent jurisdiction may
direct.

         Nothing in this Section 11.03 is intended to, or shall, permit the
existence or incurrence of any Lien (including any prior Lien) that is not
otherwise a Permitted Lien under this Indenture.

Section 11.04   Collateral Agent.

                (a) The Trustee will also serve as Collateral Agent for the
        benefit of the Holders of the Notes.

                (b) The Collateral Agent is authorized and empowered to appoint
        one or more co-collateral agents as it deems necessary or appropriate

                (c) Neither the Trustee nor the Collateral Agent nor any of
        their respective officers, directors, employees, attorneys or agents
        will be responsible for the existence, genuineness, value or
        protection of any Collateral, for the legality, enforceability,
        effectiveness or sufficiency of the Security Documents, for the
        creation, perfection, priority, sufficiency or protection of any
        Lien securing Note Obligations, or for any failure to demand,
        collect, foreclose or realize upon or otherwise enforce any of the
        Liens securing Note Obligations or for any delay in doing so.

                (d) The Collateral Agent will be subject to such directions as
        may be given it by the Trustee from time to time as required or
        permitted by this Indenture. Except as directed by the Trustee and as
        required or permitted by this Indenture, at any time there are Priority
        Lien Obligations which have not been paid in full, the Collateral Agent
        will not be obligated to:

                  (1) act upon directions purported to be delivered to it by any
other Person;

                  (2) foreclose upon or otherwise enforce any Lien; or

                  (3) take any other action whatsoever with regard to any or all
         of the Liens, Security Documents or the Collateral.

         The Company will deliver to the Trustee copies of all Security
Documents delivered to the Collateral Agent.

         (e) The Collateral Agent will be accountable only for amounts that it
actually receives as a result of the enforcement of Liens securing Note
Obligations.

         (f) In acting as Collateral Agent, the Collateral Agent may rely upon
and enforce each and all of the rights, powers, protections, immunities,
indemnities and benefits of the Trustee under Article 7 mutatis mutandis, and,
in connection therewith, references to the Trustee shall be deemed to include
the Collateral Agent and references to this Indenture shall be deemed to include
the Security Documents and the Intercreditor Agreement.

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         (g) Each successor Trustee will become the successor Collateral Agent
as and when the successor Trustee becomes the Trustee.

Section 11.05     Authorization of Actions to be Taken.

         (a) Each Holder of Notes, by its acceptance thereof, consents and
agrees to the terms of each Security Document and the Intercreditor Agreement,
as originally in effect and as amended, supplemented or replaced from time to
time in accordance with its terms or the terms of this Indenture, authorizes and
directs the Trustee and the Collateral Agent to enter into the Security
Documents, authorizes and empowers the Trustee to direct the Collateral Agent to
enter into, and the Collateral Agent to execute and deliver, the Intercreditor
Agreement, and authorizes and empowers each of the Trustee and the Collateral
Agent to bind the Holders of Notes as set forth in the Security Documents and
the Intercreditor Agreement and to perform its obligations and exercise its
rights and powers thereunder.

         (b) The Collateral Agent and the Trustee are authorized and empowered
to receive for the benefit of the Holders of Note Obligations any funds
collected or distributed under the Security Documents and to make further
distributions of such funds to the Holders of Note Obligations according to the
provisions of this Indenture, the Security Documents and the Intercreditor
Agreement.

         (c) Subject to the provisions of Section 7.01, 7.02 and 11.04(d) hereof
and the terms of Article 3 of the Intercreditor Agreement, the Trustee may, on
an Event of Default, in its sole discretion and without the consent of the
Holders of Note Obligations, direct, on behalf of the Holders of Note
Obligations, the Collateral Agent to take all actions it deems necessary or
appropriate in order to:

             (1) foreclose upon or otherwise enforce any or all of the Note
         Liens;

             (2) enforce any of the terms of the Security Documents; or

             (3) collect and receive payment of any and all Note
         Obligations.

         The Trustee is authorized and empowered to institute and maintain, or
direct the Collateral Agent to institute and maintain, such suits and
proceedings as it may deem expedient to protect or enforce the Liens securing
Note Obligations or to prevent any impairment of Collateral by any acts that may
be unlawful or in violation of the Security Documents or this Indenture, and
such suits and proceedings as the Trustee or the Collateral Agent may deem
expedient to preserve or protect its interests and the interests of the Holders
of Notes in the Collateral, including power to institute and maintain suits or
proceedings to restrain the enforcement of or compliance with any legislative or
other governmental enactment, rule or order that may be unconstitutional or
otherwise invalid if the enforcement of, or compliance with, such enactment,
rule or order would impair the security interest hereunder or be prejudicial to
the interests of Holders of Notes, the Trustee or the Collateral Agent.

Section 11.06     Release of Note Liens.

         (a) The Note Liens will be released in whole upon:

                  (1) payment in full and discharge of all outstanding Note Debt
         and all other Note Obligations that are outstanding, due and payable at
         the time all of the Note Debt is paid in full and discharged;

                  (2) satisfaction and discharge of this Indenture as set forth
         in Article 13 hereof; and

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                  (3) a Legal Defeasance or Covenant Defeasance of the Notes
         issued under this Indenture as set forth in Article 8 hereof.

         (b) The Note Liens will be released in part with respect to any asset
constituting Collateral:

                  (1) upon delivery by the Company to the Trustee and the
         Collateral Agent of an Officers' Certificate certifying that the asset
         has been (or concurrently with the release of the Note Liens thereon
         will be) sold or otherwise disposed of by the Company or a Subsidiary
         Guarantor to a Person other than the Company, any of the Company's
         Restricted Subsidiaries or any other Obligor in a transaction permitted
         by each of the Note Documents, at the time of sale or disposition;

                  (2) upon delivery by the Company to the Trustee and the
         Collateral Agent of an Officers' Certificate certifying that the asset
         is owned or has been acquired by a Guarantor that has been released
         from its Note Guarantee (including by virtue of a Subsidiary Guarantor
         becoming an Unrestricted Subsidiary); provided, that any subsequent
         guarantee or reinstated guarantee made by such Guarantor shall be
         subject to Section 4.16 hereof;

                  (3) upon delivery by the Company to the Trustee and the
         Collateral Agent of an Officers' Certificate certifying that the asset
         has been condemned, seized or taken by exercise of the power of eminent
         domain; or

                  (4) at any time there are Priority Lien Obligations which have
         not been paid in full, upon delivery of the required Officers'
         Certificate to the Trustee and the Collateral Agent in accordance with
         the provisions relating to the release of Note Liens described in
         Section 3.6 of the Intercreditor Agreement.

         Notwithstanding the foregoing, the Note Liens on the proceeds of such
Collateral paid or payable in connection with any sale or other disposition of
an asset described in clauses (1), (3) and (4) of Section 11.06(b) above shall
not be released.

         (c) Upon delivery to the Trustee and the Collateral Agent of an
Officers' Certificate requesting release of the Note Liens pursuant to Section
11.06(a) or 11.06(b) above, accompanied by:

                  (1) all documents required by TIA ss.314(d);

                  (2) an Officers' Certificate certifying that all terms for
         release of such Note Liens under this Indenture and any applicable
         Security Documents have been satisfied and specifying (a) the identity
         of the Collateral to be released and (b) the applicable provisions of
         this Indenture and the Security Documents which authorize that release;

                  (3) an Opinion of Counsel, which may be rendered by internal
         counsel to the Company, to the effect that such accompanying documents
         constitute all documents required by TIA ss.314(d); and

                  (4) all instruments reasonably requested by the Company to
         effectuate or confirm such release,

the Trustee will, if such instruments and confirmation are reasonably
satisfactory to the Trustee and the Collateral Agent, instruct the Collateral
Agent to execute and deliver, and the Collateral Agent will promptly execute and
deliver, such instruments.

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         (d) All instruments effectuating or confirming any release of any Note
Liens will have the effect solely of releasing such Note Liens as to the
Collateral described therein, on customary terms and without any recourse,
representation, warranty or liability whatsoever.

         (e) The Trustee and the Collateral Agent are not required to serve,
file, register or record any instrument releasing Collateral.

         (f) The Company will bear and pay all costs and expenses associated
with any release of Note Liens pursuant to this Section 11.06, including all
reasonable fees and disbursements of any attorneys or representatives acting for
the Trustee or for the Collateral Agent.

         (g) The Trustee and the Collateral Agent may, to the extent permitted
by Sections 7.01 and 7.02 hereof, accept as conclusive evidence of compliance
with the foregoing provisions the appropriate statements contained in such
documents, Officers' Certificate and such Opinion of Counsel.

         (h) If any Collateral is released in accordance with this Indenture or
any Security Document at a time when the Trustee is not itself also the
Collateral Agent and if the Company has delivered the certificates and documents
required by the Security Documents and this Section 11.06, the Trustee will
determine whether it has received all documentation required by TIA ss.314(d) in
connection with such release and, based on such determination and the Opinion of
Counsel delivered pursuant to Section 11.06(c) above, will deliver a certificate
to the Collateral Agent setting forth such determination.

Section 11.07     Filings, Recording and Opinions.

         (a) The Company will furnish to the Trustee and the Collateral Agent
immediately prior to the issuance of the Exchange Notes an Opinion of Counsel
either:

                  (1) stating that, in the opinion of such counsel, all action
         has been taken with respect to the recording, registering and filing of
         this Indenture, financing statements, mortgages, collateral
         assignments, lien notices or other instruments necessary to make
         effective and perfect the Liens intended to be created by the Security
         Documents, and reciting the details of such action; or

                  (2) stating that, in the opinion of such counsel, no such
         action is necessary to make such Liens effective and perfected.

         (b) The Company will furnish to the Collateral Agent and the Trustee on
February 1 in each year beginning with February 1, 2005, an Opinion of Counsel,
dated as of such date, either:

                  (1) (A) stating that, in the opinion of such counsel, action
         has been taken with respect to the recording, registering, filing,
         re-recording, re-registering and re-filing of all supplemental
         indentures, financing statements, continuation statements or other
         instruments of further assurance as is necessary to maintain the Lien
         of the Security Documents and reciting with respect to the security
         interests in the Collateral the details of such action or referring to
         prior Opinions of Counsel in which such details are given, and (B)
         stating that, in the opinion of such counsel, based on relevant laws as
         in effect on the date of such Opinion of Counsel, all financing
         statements and continuation statements have been executed and filed
         that are necessary as of such date and during the succeeding 12 months
         fully to preserve and protect, to the extent such protection and
         preservation are possible by filing, the rights of the Holders of Notes
         and the Collateral Agent and the Trustee hereunder and under the
         Security Documents with respect to the security interests in the
         Collateral; or

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                  (2) stating that, in the opinion of such counsel, no such
         action is necessary to maintain such Lien and assignment.

         (c) The Company will otherwise comply with the provisions of TIA
Section 314(b).

         (d) To the extent applicable, the Company will cause TIA ss.313(b),
relating to reports, and TIA ss.314(d), relating to the release of property or
securities or relating to the substitution therefore of any property or
securities to be subjected to the Note Liens of the Security Documents, to be
complied with. Any certificate or opinion required by TIA ss.314(d) may be made
by an officer of the Company except in cases where TIA ss.314(d) requires that
such certificate or opinion be made by an independent Person, which Person will
be an independent engineer, appraiser or other expert selected or reasonably
satisfactory to the Collateral Agent. Notwithstanding anything to the contrary
in this Section 11.07(d), the Company will not be required to comply with all or
any portion of TIA ss.314(d) if it determines, in good faith based on advice of
counsel, that under the terms of TIA ss.314(d) and/or any interpretation or
guidance as to the meaning thereof of the SEC and its staff, including "no
action" letters or exemptive orders, all or any portion of TIA ss.314(d) is
inapplicable to one or a series of released Collateral.

Section 11.08     Amendment of Security Documents.

         (a) At any time when any Priority Lien Obligations exist that have not
been repaid in full, the Collateral Agent will not enter into, and the Trustee
and the Holders of Notes will not authorize or direct, any amendment of or
supplement to any Security Document relating to any Collateral that would make
such Security Document inconsistent in any material respect with the comparable
provisions of the Priority Lien Security Documents upon such Collateral and no
such amendment or supplement will be enforceable. For the purposes of this
Section 11.08(a), (1) no inconsistency reflected in the Security Documents
delivered in connection with the issuance of the Notes, as compared with the
comparable provisions of the applicable Priority Lien Security Documents then in
effect, will be subject to the provisions of this Section 11.08(a), and (2) any
provision granting rights or powers to the Collateral Agent that are not granted
to the holders of Priority Liens securing Priority Lien Debt will constitute a
material inconsistency.

         (b) No amendment, supplement, waiver or change otherwise permitted by
the Intercreditor Agreement in respect of the Priority Lien Documents will be
prohibited or in any manner restricted or affected by, or by reason of, the
provisions of Article 3 of the Intercreditor Agreement.

         (c) Notwithstanding Sections 11.08(a) and (b) above, without the
consent of any Holder of Notes, the Issuers and the Trustee may, with consent of
the Collateral Agent, amend or supplement the Intercreditor Agreement to:

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

                  (2) make any change that would provide any additional rights
         or benefits to the Holders of the Notes or that does not adversely
         affect the rights under the Intercreditor Agreement of any such Holder.

         (d) No amendment or supplement to the provisions of any Security
Document will be effective without the approval of the Collateral Agent acting
as directed by an Act of Required Noteholders, except that:

                  (1) any amendment or supplement that has the effect solely of
         adding or maintaining Collateral, securing additional Note Obligations


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         that were otherwise permitted by the terms of the Note Documents to be
         secured by the Collateral or preserving or perfecting the Liens thereon
         or the rights of the Collateral Agent therein, or adding or maintaining
         any guarantee, will become effective when executed and delivered by the
         Company or any other applicable Obligor party thereto and the
         Collateral Agent;

                  (2) no amendment or supplement that reduces,  impairs or
         adversely  affects the right of any Holder of Note Debt to:

                           (A) vote its outstanding Note Debt as to any matter
                  described as subject to an Act of Required Noteholders (or
                  amends the provisions of this clause (2) or the definition of
                  "Act of Required Noteholders"); or

                           (B) share in the order of application described in
                  Section 11.03 hereof in the proceeds of enforcement of the
                  Collateral Agent's security interests in any and all
                  Collateral that has not been released in accordance with
                  Section 11.06 hereof;

                  (3) will become effective without the additional consent of
        such Holder; and

                  (4) no amendment or supplement that imposes any obligation
         upon the Collateral Agent or adversely affects the rights of the
         Collateral Agent in its individual capacity as such will become
         effective without the consent of the Collateral Agent.

         (e) Any amendment or supplement to the provisions of the Security
Documents that releases Collateral will be effective only in accordance with the
requirements set forth in the applicable Note Document referenced in Section
11.06 hereof.

                                   ARTICLE 12.
                                 NOTE GUARANTEES

Section 12.01     Guarantee.

         (a) Subject to this Article 12, 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 Issuers hereunder or thereunder, that:

                  (1) the principal of, premium and Liquidated Damages, if any,
         and interest on the Notes will 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 Issuers to the Holders, the
         Trustee and the Collateral Agent under the Note Documents will 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 will be promptly
         paid in full when due or performed in accordance with the terms of the
         extension or renewal, whether at stated maturity, by acceleration or
         otherwise.

         Failing payment when due of any amount so guaranteed or any performance
so guaranteed for whatever reason, the Guarantors will 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.

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         (b) The Guarantors hereby agree that their obligations hereunder are
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 Issuers, 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 Issuers, any right to require a
proceeding first against the Issuers, protest, notice and all demands whatsoever
and covenant that this Note Guarantee will 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 Issuers, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Issuers or the
Guarantors, any amount paid by either to the Trustee or such Holder, this Note
Guarantee, to the extent theretofore discharged, will be reinstated in full
force and effect.

         (d) Each Guarantor agrees that it will 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) will forthwith become due and payable by the Guarantors for
the purpose of this Note Guarantee. The Guarantors will 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 12.02     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, state or provincial 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 will be limited to the maximum amount that will,
after giving effect to such maximum amount and all other contingent and fixed
liabilities of such Guarantor, including those that are at any time owing with
respect to the Credit Facilities or that are otherwise relevant under such laws,
and after giving effect to any collections from, rights to receive 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 12, result in the
obligations of such Guarantor under its Note Guarantee not constituting a
fraudulent transfer or conveyance.

Section 12.03     Execution and Delivery of Note Guarantee.

         To evidence its Note Guarantee set forth in Section 12.01 hereof, each
Guarantor hereby agrees that a notation of such Note Guarantee substantially in
the form attached as Exhibit E hereto will be endorsed by an Officer of such
Guarantor on each Note authenticated and delivered by the Trustee and that this
Indenture will be executed on behalf of such Guarantor by one of its Officers.


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         Each Guarantor hereby agrees that its Note Guarantee set forth in
Section 12.01 hereof will 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 will be valid
nevertheless.

         The delivery of any Note by the Trustee, after the authentication
thereof hereunder, will constitute due delivery of the Note Guarantee set forth
in this Indenture on behalf of the Guarantors.

         The Company will cause all Domestic Restricted Subsidiaries that become
Guarantors to comply with the provisions of this Article 12, to the extent
applicable.

Section 12.04     Subsidiary Guarantors May Consolidate, etc., on Certain Terms.

         Except as otherwise provided in Section 12.05 hereof, no Subsidiary
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
Subsidiary Guarantor is the surviving Person) another Person, other than the
Company or another Subsidiary Guarantor, unless:

                  (1) immediately after giving effect to such transaction, no
Default or Event of Default exists; and

                  (2) either:

                      (A) subject to Section 12.05 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
                  (1) under this Indenture and its Note Guarantee, if any, on
                  the terms set forth herein and therein, pursuant to a
                  supplemental indenture in form and substance reasonably
                  satisfactory to the Trustee, and (2) under the Security
                  Documents pursuant to Security Documents reasonably
                  satisfactory to the Trustee and the Collateral Agent; and

                      (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 performance of all of
the covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person will 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 will 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.

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<PAGE>

         Except as set forth in Articles 4 and 5 hereof, and notwithstanding
clauses (A) and (B) above, nothing contained in this Indenture or in any of the
Notes will prevent any consolidation or merger of a Subsidiary Guarantor with or
into the Company or another Subsidiary Guarantor, or will prevent any sale or
conveyance of the property of a Subsidiary Guarantor as an entirety or
substantially as an entirety to the Company or another Subsidiary Guarantor.

Section 12.05     Releases.

         (a) In the event of any sale or other disposition of all or
substantially all of the assets of any Subsidiary Guarantor, by way of merger,
consolidation or otherwise, or a sale or other disposition of all of the Capital
Stock of any Subsidiary Guarantor, in each case to a Person that is not (either
before or after giving effect to such transactions) the Company or a Restricted
Subsidiary of the Company, then such Subsidiary Guarantor (in the event of a
sale or other disposition, by way of merger, consolidation or otherwise, of all
of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring
the property (in the event of a sale or other disposition of all or
substantially all of the assets of such Subsidiary Guarantor) will be released
and relieved of any obligations under its Note Guarantee; provided, that 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. 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 will
execute any documents reasonably required in order to evidence the release of
any Subsidiary Guarantor from its obligations under its Note Guarantee.

         (b) Upon designation of any Subsidiary Guarantor as an Unrestricted
Subsidiary in accordance with the terms of this Indenture, such Subsidiary
Guarantor will 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 13
hereof, each Subsidiary Guarantor will be released and relieved of any
obligations under its Note Guarantee.

         (d) Upon the delivery by the Issuers to the Trustee and the Collateral
Agent of an Officers' Certificate certifying that such Subsidiary Guarantor
qualifies as an Immaterial Subsidiary or a Receivables Subsidiary under the
terms of this Indenture, such Subsidiary Guarantor will be released and relieved
of any obligations under its Note Guarantee;

         (e) Upon the delivery by the Issuers to the Trustee and the Collateral
Agent of an Officers' Certificate certifying that such Subsidiary Guarantor (a)
is formed under the laws of a jurisdiction other than the United States or any
state of the United States or the District of Columbia and (b) does not, or upon
effectiveness of such release will not, guarantee or otherwise provide direct
credit support for any Indebtedness of either of the Issuers or any other
Guarantor, such Subsidiary Guarantor will be released and relieved of any
obligations under its Note Guarantee; provided, that, in the event that, and for
so long as, such Subsidiary Guarantor subsequently guarantees or otherwise
provides direct credit support for any Indebtedness of either of the Issuers or
any other Guarantor, (i) the Issuers shall notify the Trustee and the Collateral
Agent in writing promptly following the provision of such guarantee or credit
support, (ii) the Note Guarantee of such Subsidiary Guarantor shall be
reinstated and (iii) the Issuers shall cause such Subsidiary Guarantor to comply
with the requirements under Section 4.16 hereof.

         (f) At any time there are Priority Lien Obligations which have not been
paid in full, upon delivery of the required Officers' Certificate to the Trustee

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and the Collateral Agent in accordance with the provisions providing for the
release of Note Guarantees described in Section 3.6 of the Intercreditor
Agreement, such Subsidiary Guarantor will be released and relieved of any
obligations under its Note Guarantee.

         Any Guarantor not released from its obligations under its Note
Guarantee as provided in this Section 12.05 will remain liable for the full
amount of principal of and interest on the Notes and for the other obligations
of any Guarantor under this Indenture as provided in this Article 12.

Section 12.06     Restrictions on Enforcement by Subsidiaries.

         Prior to the issuance of the Subsidiary Guarantees, if any, so long as
any Priority Lien Obligations exist that have not been paid in full, none of the
Trustee, the Collateral Agent or the Holder of any Note will (1) take any
action, directly or indirectly, which results in the sale, foreclosure,
realization on or liquidation of any assets of any of the Company's
Subsidiaries, (2) institute or exercise against any such Subsidiary any suit,
legal action, arbitration or other enforcement right or remedy, (3) file any
petition or lien under any bankruptcy, insolvency or creditors' rights laws with
respect to any such Subsidiary or (4) otherwise demand or take any payment from
any such Subsidiary on account of any Obligations under the Note Documents;
provided, however, that the foregoing will not prohibit the Trustee, Collateral
Agent or the Holder of any Note from exercising its rights under the second set
of clauses (1) through (4) in Section 3.4(a) of the Intercreditor Agreement;
provided, further, that the suspension of the rights of the Trustee, the
Collateral Agent or any Holder of Note Obligations pursuant to this Section
12.06 will not constitute, or be deemed to constitute, from and after the
issuance of the Subsidiary Guarantees or at any time there are no Priority Lien
Obligations existing that have not been paid in full, a waiver of the rights
which the Trustee, the Collateral Agent and any Holder of Note Obligations have
under Section 3.4(a) of the Intercreditor Agreement.

Section 12.07     Effectiveness of Note Guarantees.

         This Article 12 shall be effective with respect to each Guarantor upon
the issuance of its Note Guarantee or the execution by such Guarantor of a
supplemental indenture providing for its Note Guarantee or with respect to
Jordan, the execution of this Indenture and its Note Guarantee.

Section 12.08     Canadian Guarantors

         In the event that any entity incorporated or formed under the laws of
Canada or any province of Canada becomes a Guarantor pursuant to this Indenture
(a "Canadian Guarantor"), such Canadian Guarantor shall execute a separate
Guarantee from the Guarantee(s) executed by any non-Canadian Guarantors and such
Guarantee shall be executed only by Canadian Guarantors.

                                   ARTICLE 13.
                           SATISFACTION AND DISCHARGE

Section 13.01      Satisfaction and Discharge.

         This Indenture will be discharged and will cease to be of further
effect as to all Notes issued hereunder, when:

                  (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 Issuers), have
                  been delivered to the Trustee for cancellation; or

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<PAGE>

                         (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 will
                  become due and payable within one year and the Issuers or any
                  Guarantor have 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, noncallable
                  Government Securities, or a combination thereof, in such
                  amounts as will 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 will not result in a breach or violation of,
         or constitute a default under, any other instrument to which either of
         the Issuers or any Guarantor is a party or by which either of the
         Issuers or any Guarantor is bound;

                  (3) the Issuers or any Guarantor have paid or caused to be
         paid all sums payable by them under this Indenture and the other Note
         Documents; and

                  (4) the Issuers have 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 Issuers 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.

         The Collateral will be released as provided in Section 11.06 hereof
upon a satisfaction and discharge in accordance with the provisions described
above.

         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, the provisions of Sections 13.02 and 8.06 will survive. In
addition, nothing in this Section 13.01 will be deemed to discharge those
provisions of Section 7.07 hereof, that, by their terms, survive the
satisfaction and discharge of this Indenture.

Section 13.02      Application of Trust Money.

         Subject to the provisions of Section 8.06 hereof, all money deposited
with the Trustee pursuant to Section 13.01 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, 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 13.01 hereof by reason of any

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legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuers' 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 13.01 hereof; provided, that if the Issuers have made any
payment of principal of, premium, if any, or interest on any Notes because of
the reinstatement of its obligations, the Issuers 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 14.
                               REGISTRATION RIGHTS

Section 14.01     Filing of Registration Statement

         (a) The Issuers and any Guarantors then guaranteeing the Notes shall
file with the SEC the Exchange Offer Registration Statement on the appropriate
form under the Securities Act with respect to the Exchange Notes. Upon the
effectiveness of the Exchange Offer Registration Statement, the Issuers and the
Guarantors then guaranteeing the Notes will offer to the Holders of Transfer
Restricted Securities (as defined in clause (c) below) pursuant to the Note
Registration Exchange Offer who are able to make certain representations the
opportunity to exchange their Transfer Restricted Securities for the Exchange
Notes.

         (b) If:

                  (1) the Issuers and the Guarantors then Guaranteeing the Notes
are not:

                           (A) required to file the Exchange Offer Registration
                  Statement; or

                           (B) permitted to consummate the Note Registration
                  Exchange Offer because the Note Registration Exchange Offer is
                  not permitted by applicable law or SEC policy; or

                  (2) any Holder of Transfer Restricted Securities notifies the
         Issuers prior to the 20th business day following consummation of the
         Note Registration Exchange Offer that:

                           (A) it is prohibited by law or SEC policy from
                  participating in the Note Registration Exchange Offer;

                           (B) it may not resell the Exchange Notes acquired by
                  it in the Note Registration Exchange Offer to the public
                  without delivering a prospectus and the prospectus contained
                  in the Exchange Offer Registration Statement is not
                  appropriate or available for such resales; or

                           (C) it is a broker-dealer and owns Notes acquired
                  directly from the Issuers or an affiliate of the Issuers,

the Issuers and the Guarantors then guaranteeing the Notes will file with the
SEC a Shelf Registration Statement to cover resales of the Notes by the Holders
of the Notes who satisfy certain conditions relating to the provision of
information in connection with the Shelf Registration Statement.

         (c) For purposes of this Section 14.01, "Transfer Restricted
Securities" means each Note until the earliest to occur of:

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                  (1) the date on which such Note has been exchanged by a Person
         other than a broker-dealer for Exchange Notes in the Note Registration
         Exchange Offer;

                  (2) following the exchange by a broker-dealer in the Note
         Registration Exchange Offer of a Note for Exchange Notes, the date on
         which such Exchange Notes are sold to a purchaser who receives from
         such broker-dealer on or prior to the date of such sale a copy of the
         prospectus contained in the Exchange Offer Registration Statement;

                  (3) the date on which such Note has been effectively
         registered under the Securities Act and disposed of in accordance with
         the Shelf Registration Statement; or

                  (4) the date on which such Note is distributed to the public
         pursuant to Rule 144 under the Securities Act.

Section 14.02     Registration Rights

         (a) The Issuers and the Grantors agree that:

                  (1) The Issuers and the Guarantors then guaranteeing the Notes
         shall file an Exchange Offer Registration Statement with the SEC on or
         prior to 120 days after the date of this Indenture;

                  (2) The Issuers and the Guarantors then guaranteeing the Notes
         shall use all commercially reasonable efforts to have the Exchange
         Offer Registration Statement declared effective by the SEC on or prior
         to 210 days after the date of this Indenture;

                  (3) Unless the Note Registration Exchange Offer would not be
         permitted by applicable law or SEC policy, the Issuers and the
         Guarantors then guaranteeing the Notes shall:

                       (A) commence the Note Registration Exchange Offer; and

                       (B) use all commercially reasonable efforts to issue
                  on or prior to 30 business days, or longer, if required by the
                  federal securities laws, after the date on which the Exchange
                  Offer Registration Statement was declared effective by the
                  SEC, the Exchange Notes in exchange for all Notes tendered
                  prior thereto in the Note Registration Exchange Offer; and

                  (4) if obligated to file the Shelf Registration Statement, the
         Issuers and the Guarantors then guaranteeing the Notes will use all
         commercially reasonable efforts to file the Shelf Registration
         Statement with the SEC on or prior to 60 days after such filing
         obligation arises and to cause the Shelf Registration to be declared
         effective by the SEC on or prior to 180 days after such obligation
         arises.

         (b) If:

                  (1) the Issuers and the Guarantors then guaranteeing the Notes
         fail to file any of the registration statements required to be filed on
         or before the date specified herein for such filing;

                  (2) any of such registration statements is not declared
         effective by the SEC on or prior to the date specified for such
         effectiveness (the "Effectiveness Target Date");

                                     111
<PAGE>

                  (3) the Issuers and the Guarantors then guaranteeing the Notes
         fail to consummate the Note Registration Exchange Offer within 30
         business days of the Effectiveness Target Date with respect to the
         Exchange Offer Registration Statement; or

                  (4) the Shelf Registration Statement or the Exchange Offer
         Registration Statement is declared effective but thereafter ceases to
         be effective or usable in connection with resales of Transfer
         Restricted Securities (each such event referred to in clauses (1)
         through (4) above, a "Registration Default"),

then the Issuers and the Guarantors then guaranteeing the Notes will pay
Liquidated Damages to each holder of Notes, with respect to the first 90-day
period immediately following the occurrence of the first Registration Default in
an amount equal to $.05 per week per $1,000 principal amount of Notes held by
such Holder ("Liquidated Damages").

         (c) The amount of the Liquidated Damages will increase by an additional
$.05 per week per $1,000 principal amount of Notes with respect to each
subsequent 90-day period until all Registration Defaults have been cured, up to
a maximum amount of Liquidated Damages for all Registration Defaults of $.50 per
week per $1,000 principal amount of Notes.

         (d) All accrued Liquidated Damages will be paid by the Issuers and the
Guarantors then guaranteeing the Notes on the next scheduled interest payment
date to DTC or its nominee by wire transfer of immediately available funds or by
federal funds check and to Holders of Definitive Notes by wire transfer to the
accounts specified by them or by mailing checks to their registered addresses if
no such accounts have been specified.

         (e) Following the cure of all Registration Defaults, the accrual of
Liquidated Damages will cease.

                                   ARTICLE 15.
                                  MISCELLANEOUS

Section 15.01      Trust Indenture Act Controls.

         If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by TIA ss.318(c), the imposed duties will control.

Section 15.02      Notices.

         Any notice or communication by the Issuers, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in Person or
mailed by first class mail (registered or certified, return receipt requested),
telex, telecopier or overnight air courier guaranteeing next day delivery, to
the others' address:

         If to the Issuers and/or any Guarantor:

         c/o JII Holdings, LLC
         Arbor Lake Centre
         1751 Lake Cook Road, Suite 550
         Deerfield, IL  60015
         Telecopier No.:  (847) 945-5591
         Attention:  Gordon Nelson

                                     112
<PAGE>

         With a copy to:
         Mayer, Brown, Row & Maw LLP
         190 South LaSalle Street
         Chicago, IL 60603
         Telecopier No.:  (312) 701-7843
         Attention:  Phillip J. Niehoff, Esq.

         If to the Trustee:
         U.S. Bank National Association
         60 Livingston Avenue
         EP-MN-WS3C
         St. Paul, MN 55107-2292
         Telecopier No.:  (651) 495-8097
         Attention:  Rick Prokosch

         With a copy to:
         Dorsey & Whitney LLP
         50 South Sixth Street, Suite 1500
         Minneapolis, MN 55402
         Telecopier No.:  (612) 340-2868
         Attention:  Craig Currie, Esq.

         The Issuers, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or
communications.

         All notices and communications (other than those sent to Holders) will
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 answered back, if telexed; when receipt acknowledged,
if telecopied; 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 will 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 will also be so mailed to any
Person described in TIA ss. 313(c), to the extent required by the TIA. Failure
to mail a notice or communication to a Holder or any defect in it will 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 Issuers  mail a notice or  communication  to  Holders,  they
will mail a copy to the Trustee and each Agent at the same time.

Section 15.03     Communication by Holders of Notes with Other Holders of Notes.

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

                                     113
<PAGE>

Section 15.04      Certificate and Opinion as to Conditions Precedent.

         Upon any request or application by the Issuers to the Trustee to take
any action under this Indenture, the Issuers 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 15.05 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 15.05 hereof) stating that, in the opinion of such
         counsel, all such conditions precedent and covenants have been
         satisfied.

Section 15.05      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 ss. 314(a)(4)) must comply with the provisions of TIA ss. 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;

                  (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 satisfied; and

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

Section 15.06     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 15.07     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

         No past, present or future director, officer, employee, incorporator or
stockholder of the Issuers or any Guarantor, as such, will have any liability
for any obligations of the Issuers or the Guarantors under the Notes, this
Indenture, the Note Guarantees, the Security Documents, 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. The
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 15.08     Governing Law.

         THE INTERNAL LAW OF THE STATE OF NEW YORK WILL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES WITHOUT GIVING EFFECT

                                     114
<PAGE>

TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION
OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

Section 15.09     No Adverse Interpretation of Other Agreements.

         This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuers or their Subsidiaries or of any other Person.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.

Section 15.10     Successors.

         All agreements of each Issuer in this Indenture and the Notes will bind
its successors. All agreements of the Trustee in this Indenture will bind its
successors. All agreements of each Guarantor in this Indenture will bind its
successors, except as otherwise provided in Section 12.05.

Section 15.11     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 will not in any way be affected or impaired thereby.

Section 15.12     Judgment Currency.

         To the extent permitted by applicable law, the obligations of each
Issuer in respect of any amount due under this Indenture and the other Note
Documents to which the Issuers are a party shall, notwithstanding any payment in
any other currency (the "Other Currency") (whether pursuant to a judgment or
otherwise), be discharged only to the extent of the amount in the currency in
which it is due (the "Agreed Currency") that the Collateral Agent or any Holder
may, in accordance with normal banking procedures, purchase with the sum paid in
the Other Currency (after any premium and cost of exchange) on the business day
immediately after the day on which Collateral Agent or such Holder receives the
payment. If the amount in the Agreed Currency that may be so purchased for any
reason falls short of the amount originally due, the Issuers shall pay all
additional amounts, in the Agreed Currency, as may be necessary to compensate
for the shortfall. Any obligation of the Issuers not discharged by that payment
shall, to the extent permitted by applicable law, be due as a separate and
independent obligation and, until discharged as provided in this Section 15.12,
continue in full force and effect.

Section 15.13     Counterpart Originals.

         The parties may sign any number of copies of this Indenture. Each
signed copy will be an original, but all of them together represent the same
agreement.

Section 15.14     Table of Contents, Headings, etc.

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

                         [Signatures on following page]


                                     115
<PAGE>

                                 SIGNATURES


Dated as of February 18, 2004
                                           JII HOLDINGS, LLC


                                           By: /s/ Gordon L. Nelson, Jr.
                                               ----------------------------
                                               Name:  Gordon L. Nelson, Jr.
                                               Title: Vice President



                                           JII HOLDINGS FINANCE CORPORATION


                                           By: /s/ Gordon L. Nelson, Jr.
                                               ----------------------------
                                               Name:  Gordon L. Nelson, Jr.
                                               Title: Vice President



                                           JORDAN INDUSTRIES, INC.


                                           By: /s/ Gordon L. Nelson,Jr.
                                               ----------------------------
                                               Name:  Gordon L. Nelson, Jr.
                                               Title: Senior Vice President



                                           U.S. BANK NATIONAL ASSOCIATION, as
                                           Trustee


                                           By: /s/ Richard Prokosch
                                               -----------------------------
                                               Name:  Richard Prokosch
                                               Title: Vice President





<PAGE>
                                 [Face of Note]
-------------------------------------------------------------------------------

                                                        CUSIP/CINS ____________

                        13% Senior Secured Notes due 2007

No. ___                                                           $____________

                                JII HOLDINGS, LLC
                        JII HOLDINGS FINANCE CORPORATION

promise to pay to [_________] or registered assigns,

the principal sum of _________________________________________________ DOLLARS
on April 1, 2007.

Interest Payment Dates:  February 1 and August 1.

Record Dates:  January 15 and July 15.

Dated:  _______________, 200_

                                      JII HOLDINGS, LLC


                                      By:______________________________________
                                         Name:
                                         Title:

                                      JII HOLDINGS FINANCE CORPORATION


                                      By:______________________________________
                                         Name:
                                         Title:


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

U.S. BANK NATIONAL ASSOCIATION,
 as Trustee


By: ________________________________________
            Authorized Signatory


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

                                      A1-1
<PAGE>

                                 [Back of Note]
                        13% Senior Secured Notes due 2007

[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. Each of JII Holdings, LLC, a Delaware limited
         liability company (the "Company"), and JII Holdings Finance
         Corporation, a Delaware corporation ("JII Finance" and together with
         the Company, the "Issuers"), jointly and severally, promises to pay
         interest on the principal amount of this Note at 13% per annum from
         ________________, 20__ until maturity and shall pay the Liquidated
         Damages, if any, payable pursuant to Article 14 of the Indenture. The
         Issuers will pay interest and Liquidated Damages, if any, semi-annually
         in arrears on February 1 and August 1 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 will 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 initial
         interest payment made on August 1, 2004 shall be in an amount equal to
         the sum of (1) interest accruing on the Notes since the date of
         issuance and (2) interest accruing on the Old JII Notes that are
         exchanged in the JII Exchange Offer from February 1, 2004 to, but not
         including, the date of issuance of the Notes. The Issuers will 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; they will 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 will be computed on the
         basis of a 360-day year of twelve 30-day months.

                  (2) METHOD OF PAYMENT. The Issuers will pay interest on the
         Notes (except defaulted interest) and Liquidated Damages, if any, to
         the Persons who are registered Holders of Notes at the close of
         business on the January 15 or July 15 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 will be payable as to principal, premium and Liquidated Damages,
         if any, and interest at the office or agency of the Paying Agent and
         Registrar maintained for such purpose within or without the City and
         State of New York, or, at the option of the Issuers, 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
         will 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 will have provided wire transfer instructions to
         the Issuers or the Paying Agent. Such payment will 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.

                                      A1-2
<PAGE>

                  (3) PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
         Association, the Trustee under the Indenture, will act as Paying Agent
         and Registrar. The Issuers may change any Paying Agent or Registrar
         without notice to any Holder. The Issuers or any of their Subsidiaries
         may act in any such capacity.

                  (4) INDENTURE. The Issuers issued the Notes under an Indenture
         dated as of February 18, 2004 (the "Indenture") among the Company, JII
         Finance, Jordan Industries, Inc., a Delaware corporation, as initial
         guarantor, 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 (15 U.S. Code ss.ss. 77aaa-77bbbb). 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 secured
         obligations of the Issuers. The Indenture does not limit the aggregate
         principal amount of Notes that may be issued thereunder. The Notes are
         secured by a security interest in the Collateral pursuant to the
         Security Documents referred to in the Indenture.

                  (5) Optional Redemption.

                      (a) Except as set forth in subparagraph (b) of this
         Paragraph 5, the Company will not have the option to redeem the Notes
         prior to January 1, 2005. On or after January 1, 2005, the Issuers 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, thereon, to the applicable redemption date,
         if redeemed during the twelve-month period beginning on January 1 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:

        Year                                               Percentage
        ----                                               ----------
        2005.............................................   106.500%
        2006.............................................   103.250%
        2007 and thereafter..............................   100.000%

                      (b) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time prior to January 1, 2005, the
         Issuers may on any one or more occasions redeem up to 35% of the
         aggregate principal amount of Notes issued under the Indenture at a
         redemption price of 113.000% of the principal amount thereof, plus
         accrued and unpaid interest and Liquidated Damages, if any, to the
         redemption date, with the net cash proceeds of a contribution to the
         Company's common equity capital made with the net cash proceeds of a
         concurrent offering of Equity Interests by Jordan; provided, that: (1)
         at least 65% of the aggregate principal amount of Notes originally
         issued under the Indenture (excluding Notes held by the Issuers and
         their Affiliates) remains outstanding immediately after the occurrence
         of such redemption; and (2) the redemption must occur within 45 days of
         the date of the closing of such sale of Equity Interests.

                  (6) Mandatory Redemption.

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

                                    A1-3
<PAGE>

                  (7) Repurchase at the Option of Holder.

                      (a) Upon the occurrence of a Change of Control, the
         Issuers will make an offer (a "Change of Control Offer") to each Holder
         to repurchase all or any part (equal to $700 or an integral multiple
         thereof) of each Holder's Notes at a purchase price equal to 101% of
         the aggregate principal amount thereof plus accrued and unpaid interest
         and Liquidated Damages, if any, on the Notes repurchased, if any, to
         the date of purchase, subject to the rights of Holders of Notes 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 Issuers will 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 five days of each date on
         which the aggregate amount of Excess Proceeds exceeds $10 million, the
         Issuers will make 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 and 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 principal amount
         thereof plus accrued and unpaid interest and Liquidated Damages
         thereon, if any, to the date fixed for the closing of such offer in
         accordance with the procedures set forth in the Indenture. To the
         extent that the aggregate amount of 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 surrendered by Holders thereof exceeds the amount of
         Excess Proceeds, the Trustee shall select the Notes and other pari
         passu Indebtedness to be purchased on a pro rata basis. Holders of
         Notes that are the subject of an offer to purchase will receive an
         Asset Sale Offer from Issuers 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.

                      (c) Jordan and the Company shall also be required to
         comply with Section 4.25 of the Indenture with respect to any Jordan
         Funds.

                  (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed
         by first class mail 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 $700 may
         be redeemed in part but only in whole multiples of $700, unless all of
         the Notes held by a Holder are to be redeemed. On and after the
         redemption date interest ceases to accrue on Notes or portions thereof
         called for redemption.

                  (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $700 and integral
         multiples of $700. 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 Issuers may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Issuers 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.

                                      A1-4
<PAGE>

         Also, the Issuers 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, the Note Guarantees, the Security Documents
         and the Notes may be amended or supplemented with the consent of the
         Holders of at least a majority in principal amount of the then
         outstanding Notes and Additional Notes, if any, voting as a single
         class, and any existing Default or Event of Default or compliance with
         any provision of the Indenture, the Note Guarantees, the Security
         Documents or the Notes may be waived with the consent of the Holders of
         a majority in principal amount of the then outstanding Notes voting as
         a single class. Without the consent of any Holder of a Note, the
         Indenture, the Note Guarantees, the Security Documents, the
         Intercreditor Agreement or the Notes 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 of the Issuers' or any Guarantor's
         obligations to the Holders of the Notes and Note Guarantees in case of
         a merger or consolidation, 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 make, complete or confirm any grant of Collateral permitted
         or required by the Indenture or any of the Security Documents or any
         release of Collateral that becomes effective as set forth in the
         Indenture or any of the Security Documents, 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, the Note Guarantees, the Security Documents, the Notes
         or the Intercreditor Agreement to any provision of the "Description of
         the New Notes" section of the Company's Offering Memorandum/Consent
         Solicitation Statement dated January 14, 2004, relating to the initial
         offering of the Notes, to the extent that such provision in that
         "Description of the New Notes" was intended to be a verbatim recitation
         of a provision of the Indenture, the Note Guarantees, the Security
         Documents, the Notes or the Intercreditor Agreement, to provide for the
         Issuance of Additional Notes in accordance with the limitations set
         forth in the Indenture or 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 guarantees by any Subsidiary of
         the Company.

                  (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
         default for 30 days in the payment when due of interest or Liquidated
         Damages on the Notes; (ii) default in payment when due of principal of
         or premium, if any, on the Notes when the same becomes due and payable
         at maturity, upon redemption (including in connection with an offer to
         purchase) or otherwise, (iii) failure by the Company or any of its
         Restricted Subsidiaries to comply with the provisions of Sections 4.10,
         4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of
         its Restricted Subsidiaries to comply with the provisions of Sections
         4.07 or 4.09 of the Indenture for 30 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; (v)
         failure by the Company or any of its Restricted Subsidiaries to observe
         or perform any other covenant, representation, warranty or other
         agreement in the Indenture or the Notes or the Security Documents 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; (vi) default under certain other agreements
         relating to Indebtedness of the Company which default results in the
         acceleration of such Indebtedness prior to its express maturity; (vii)

                                       A1-5
<PAGE>

         certain final judgments for the payment of money that remain
         undischarged for a period of 60 days; (viii) 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 of the Company that, when taken together,
         would constitute a Significant Subsidiary; (ix) except as permitted by
         the Indenture, any Security Document ceases for any reason to be fully
         enforceable; provided, that it shall not be an Event of Default under
         this clause (ix) if the sole result of the failure of one or more
         Security Documents to be fully enforceable is that any Note Lien
         purported to be granted under such Security Documents on Collateral,
         individually or in the aggregate, having a Fair Market Value of not
         more than $5.0 million ceases to be an enforceable and perfected
         second-priority security interest, subject only to Permitted Prior
         Liens; (x) any Note Lien purported to be granted under any Security
         Document on Collateral, individually or in the aggregate, having a Fair
         Market Value in excess of $5.0 million ceases to be an enforceable and
         perfected second-priority security interest, subject only to Permitted
         Prior Liens; (xi) the Company or any other Obligor, or any Person
         acting on behalf of any of them, denies or disaffirms, in writing, any
         obligation of the Company or any other Obligor set forth in or arising
         under any Security Document; and (xii) except as permitted by the
         Indenture, the Jordan Guaranty or any Subsidiary Guarantee of a
         Subsidiary Guarantor that is a Significant Subsidiary is held in any
         judicial proceeding to be unenforceable or invalid or ceases for any
         reason to be in full force and effect (except in accordance with its
         terms), or any Guarantor, or any Person acting on behalf of any such
         Guarantor, denies or disaffirms its obligations under its Note
         Guarantee. If any Event of Default occurs and is continuing, the
         Trustee or the Holders of at least 25% in principal amount of the then
         outstanding Notes may declare all the Notes to be due and payable.
         Notwithstanding the foregoing, in the case of an Event of Default
         arising from certain events of bankruptcy or insolvency, all
         outstanding Notes will become due and payable without further action or
         notice. Holders may not enforce the Indenture or the Notes except as
         provided in the Indenture. In the event of a declaration of
         acceleration of the Notes because an Event of Default described in
         clause (6) of Section 6.01 of the Indenture has occurred and is
         continuing, the declaration of acceleration of the Notes shall be
         automatically annulled (and such Event of Default shall be deemed
         cured) if the Payment Default or other default triggering such Event of
         Default pursuant to clause (6) of Section 6.01 of the Indenture shall
         be remedied or cured by the Company or a Restricted Subsidiary or
         waived by the holders of the relevant indebtedness within 60 days after
         the declaration of acceleration with respect thereto and if (a) the
         annulment of the acceleration of the Notes would not conflict with any
         judgment or decree of a court of competent jurisdiction and (b) all
         existing Events of Default, except nonpayment of principal, premium or
         interest on the Notes that became due solely because of the
         acceleration of the Notes, have been cured. Subject to certain
         limitations, Holders of a majority in principal amount of the then
         outstanding Notes may direct the Trustee in its exercise of any trust
         or power. The Trustee may withhold from Holders 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) if it
         determines that withholding notice is in their interest. The Holders of
         a majority in aggregate principal amount of the Notes then outstanding
         by notice to the Trustee may on behalf of the Holders of all of the
         Notes 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 Issuers are required to
         deliver to the Trustee annually a statement regarding compliance with
         the Indenture, and the Issuers are 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. Guarantee of the payment of principal,
         interest and premium and Liquidated Damages, if any, on the Notes as
         provided by the Note Guarantors is subordinated to the prior payment of
         Senior Debt of such Guarantor on the terms provided in the Indenture.

                                        A1-6
<PAGE>

         This section shall be effective with respect to each Guarantor upon the
         issuance of its Note Guarantee or the execution by such Guarantor of a
         supplemental indenture providing for its Note Guarantee or with respect
         to Jordan, the execution of this Indenture and its Note Guarantee.

                  (14) TRUSTEE DEALINGS WITH THE ISSUERS. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Issuers or their Affiliates, and may
         otherwise deal with the Issuers or their Affiliates, as if it were not
         the Trustee.

                  (15) NO RECOURSE AGAINST OTHERS. No past, present or future
         director, officer, employee, incorporator or stockholder of the Issuers
         or any Guarantor, as such, will have any liability for any obligations
         of the Issuers or the Guarantors under the Notes, the Indenture, the
         Note Guarantees, the Security Documents, 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. The 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.

                  (16) AUTHENTICATION. This Note will 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. The Holders will have registration
         rights in accordance with Article 14 of the Indenture.

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Issuers have 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.

         The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

JII Holdings, LLC
JII Holdings Finance Corporation
c/o JII Holdings, LLC
Arbor Lake Centre
1751 Lake Cook Road, Suite 550
Deerfield, Illinois 60015
Attention:  Gordon Nelson


                                     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 Issuers.  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 Issuers
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
Issuers 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
                                                                  of this Global Note       Signature of
                   Amount of decrease    Amount of increase in      following such       authorized officer
                   in Principal Amount      Principal Amount           decrease             of Trustee or
Date of Exchange   of this Global Note    of 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 ____________

                        13% Senior Secured Notes due 2007

No. ___                                                            $____________

                                JII HOLDINGS, LLC
                        JII HOLDINGS FINANCE CORPORATION

promises to pay to CEDE & CO. or registered assigns,
                   ----------

the principal sum of _________________________________________________ DOLLARS
on April 1, 2007.

Interest Payment Dates: February 1 and August 1.

Record Dates: January 15 and July 15.

Dated:  _______________, 200_

                                   JII HOLDINGS, LLC


                                   By:_________________________________________
                                      Name:
                                      Title:


                                   JII HOLDINGS FINANCE CORPORATION


                                   By:_________________________________________
                                      Name:
                                      Title:


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

U.S. BANK NATIONAL ASSOCIATION,
as Trustee


By:__________________________________
         Authorized Signatory


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



                                      A-2
<PAGE>

                  [Back of Regulation S Temporary Global Note]
                        13% Senior Secured Notes due 2007

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 ISSUERS.

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.

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF (1) REPRESENTS THAT (A) IT
IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR (7) OF RULE 501 UNDER THE
SECURITIES ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH

                                      A2-2
<PAGE>

SECURITY, PRIOR TO THE DATE THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL
ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE ISSUERS OR ANY AFFILIATE OF THE
ISSUERS WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),
ONLY (A) TO THE ISSUERS OR ANY SUBSIDIARIES OF THE ISSUERS, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (a) (1), (2), (3) OR
(7) OF RULE 501 UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS
OWN ACCOUNT, OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN
CONNECTION WITH, ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO THE ISSUERS' AND THE TRUSTEE'S, OR TRANSFER
AGENT'S, AS APPLICABLE, RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT
TO CLAUSES (D), (E), OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH
OF THE FOREGOING CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE
OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE
TRUSTEE OR TRANSFER AGENT.

         Capitalized terms used herein have the meanings assigned to them in the
Indenture referred to below unless otherwise indicated.

                   (1) INTEREST. Each of JII Holdings, LLC, a Delaware limited
          liability company (the "Company"), and JII Holdings Finance
          Corporation, a Delaware corporation ("JII Finance" and together with
          the Company, the "Issuers"), jointly and severally, promises to pay
          interest on the principal amount of this Note at 13% per annum from
          ________________, 20__ until maturity and shall pay the Liquidated
          Damages, if any, payable pursuant to Article 14 of the Indenture. The
          Issuers will pay interest and Liquidated Damages, if any,
          semi-annually in arrears on February 1 and August 1 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 will
          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 initial interest payment made on August 1, 2004 shall be in
          an amount equal to the sum of (1) interest accruing on the Notes since
          the date of issuance and (2) interest accruing on the Old JII Notes
          that are exchanged in the JII Exchange Offer from February 1, 2004 to,
          but not including, the date of issuance of the Notes. The Issuers will

                                      A2-3
<PAGE>

          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; they will 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 will be computed on the
          basis of a 360-day year of twelve 30-day months.

          Until this Regulation S Temporary Global Note is exchanged for one or
          more Regulation S Permanent Global Notes, the Holder hereof shall not
          be entitled to receive payments of interest hereon; until so exchanged
          in full, this Regulation S Temporary Global Note shall in all other
          respects be entitled to the same benefits as other Notes under the
          Indenture.

                  (2) METHOD OF PAYMENT. The Issuers will pay interest on the
          Notes (except defaulted interest) and Liquidated Damages, if any, to
          the Persons who are registered Holders of Notes at the close of
          business on the January 15 or July 15 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 will be payable as to principal, premium and Liquidated Damages,
          if any, and interest at the office or agency of the Paying Agent and
          Registrar maintained for such purpose within or without the City and
          State of New York, or, at the option of the Issuers, 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 will 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 will have provided
          wire transfer instructions to the Issuers or the Paying Agent. Such
          payment will 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, U.S. Bank National
          Association, the Trustee under the Indenture, will act as Paying Agent
          and Registrar. The Issuers may change any Paying Agent or Registrar
          without notice to any Holder. The Issuers or any of their Subsidiaries
          may act in any such capacity.

                   (4) INDENTURE. The Issuers issued the Notes under an
          Indenture dated as of February 18, 2004 (the "Indenture") among the
          Company, JII Finance, Jordan Industries, Inc., a Delaware corporation,
          as initial guarantor, 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 (15 U.S. Code ss.ss. 77aaa-77bbbb). 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 ofthe Indenture shall govern and be
          controlling. The Notes are secured obligations of the Issuers. The
          Indenture does not limit the aggregate principal amount of the Notes
          that may be issued thereunder. The Notes are secured by a security
          interest in the Collateral pursuant to the Security Documents
          referred to in the Indenture.

                  (5) Optional Redemption.

                      (a) Except as set forth in subparagraph (b) of this
         Paragraph 5, the Company will not have the option to redeem the Notes
         prior to January 1, 2005. On or after January 1, 2005, the Issuers 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, thereon, to the applicable redemption date,
         if redeemed during the twelve-month period beginning on January 1 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:

                                     A2-5
<PAGE>


         Year                                                      Percentage
         ----                                                      ----------
         2005....................................................... 106.500%
         2006....................................................... 103.250%
         2007 and thereafter........................................ 100.000%

                      (b) Notwithstanding the provisions of subparagraph
         (a) of this Paragraph 5, at any time prior to January 1, 2005, the
         Issuers may on any one or more occasions redeem up to 35% of the
         aggregate principal amount of Notes issued under the Indenture at a
         redemption price of 113.000% of the principal amount thereof, plus
         accrued and unpaid interest and Liquidated Damages, if any, to the
         redemption date, with the net cash proceeds of a contribution to the
         Company's common equity capital made with the net cash proceeds of a
         concurrent offering of Equity Interests by Jordan; provided, that: (1)
         at least 65% of the aggregate principal amount of Notes originally
         issued under this Indenture (excluding Notes held by the Issuers and
         their Affiliates) remains outstanding immediately after the occurrence
         of such redemption; and (2) the redemption must occur within 45 days of
         the date of the closing of such sale of Equity Interests.

                  (6)      Mandatory Redemption.

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

                  (7) Repurchase at The Option of Holder.

                      (a) Upon the occurrence of a Change of Control, the
         Issuers will make an offer (a "Change of Control Offer") to each Holder
         to repurchase all or any part (equal to $700 or an integral multiple
         thereof) of each Holder's Notes at a purchase price equal to 101% of
         the aggregate principal amount thereof plus accrued and unpaid interest
         and Liquidated Damages, if any, on the Notes repurchased, if any, to
         the date of purchase, subject to the rights of Holders of Notes 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 Issuers will 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 five days of each date on
         which the aggregate amount of Excess Proceeds exceeds $10 million, the
         Issuers will make 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 and 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 principal amount
         thereof plus accrued and unpaid interest and Liquidated Damages
         thereon, if any, to the date fixed for the closing of such offer in
         accordance with the procedures set forth in the Indenture. To the
         extent that the aggregate amount of 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 surrendered by Holders thereof exceeds the amount of
         Excess Proceeds, the Trustee shall select the Notes and other pari
         passu Indebtedness to be purchased on a pro rata basis. Holders of

                                     A2-5

         Notes that are the subject of an offer to purchase will receive an
         Asset Sale Offer from Issuers 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.

                           (c) Jordan and the Company shall also be required to
         comply with Section 4.25 of the Indenture with respect to any Jordan
         Funds.

                  (8) NOTICE OF REDEMPTION. Notice of redemption will be mailed
         by first class mail 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 $700 may
         be redeemed in part but only in whole multiples of $700, unless all of
         the Notes held by a Holder are to be redeemed. On and after the
         redemption date interest ceases to accrue on Notes or portions thereof
         called for redemption.

                  (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in
         registered form without coupons in denominations of $700 and integral
         multiples of $700. 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 Issuers may
         require a Holder to pay any taxes and fees required by law or permitted
         by the Indenture. The Issuers 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 Issuers 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.

         This Regulation S Temporary Global Note is exchangeable in whole or in
         part for one or more Global Notes only (i) on or after the termination
         of the 40-day restricted period (as defined in Regulation S) and (ii)
         upon presentation of certificates (accompanied by an Opinion of
         Counsel, if applicable) required by Article 2 of the Indenture. Upon
         exchange of this Regulation S Temporary Global Note for one or more
         Global Notes, the Trustee shall cancel this Regulation S Temporary
         Global Note.

                  (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, the Note Guarantees, the Security Documents
         and the Notes may be amended or supplemented with the consent of the
         Holders of at least a majority in principal amount of the then
         outstanding Notes and Additional Notes, if any, voting as a single
         class, and any existing Default or Event of Default or compliance with
         any provision of the Indenture, the Note Guarantees, the Security
         Documents or the Notes may be waived with the consent of the Holders of
         a majority in principal amount of the then outstanding Notes voting as
         a single class. Without the consent of any Holder of a Note, the
         Indenture, the Note Guarantees, the Security Documents, the
         Intercreditor Agreement or the Notes 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 of the Issuers' or any Guarantor's
         obligations to the Holders of the Notes and Note Guarantees in case of
         a merger or consolidation, to make any change that would provide any

                                     A2-6
<PAGE>


         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 make, complete or confirm any grant of Collateral permitted
         or required by the Indenture or any of the Security Documents or any
         release of Collateral that becomes effective as set forth in the
         Indenture or any of the Security Documents, 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, the Note Guarantees, the Security Documents, the Notes
         or the Intercreditor Agreement to any provision of the "Description of
         New the Notes" section of the Company's Offering Memorandum/Consent
         Solicitation Statement dated January 14, 2004, relating to the initial
         offering of the Notes, to the extent that such provision in that
         "Description of the New Notes" was intended to be a verbatim recitation
         of a provision of the Indenture, the Note Guarantees, the Security
         Documents, the Notes or the Intercreditor Agreement, to provide for the
         Issuance of Additional Notes in accordance with the limitations set
         forth in the Indenture or 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 guarantees by any Subsidiary of
         the Company.

                  (12) DEFAULTS AND REMEDIES. Events of Default include: (i)
         default for 30 days in the payment when due of interest or Liquidated
         Damages on the Notes; (ii) default in payment when due of principal of
         or premium, if any, on the Notes when the same becomes due and payable
         at maturity, upon redemption (including in connection with an offer to
         purchase) or otherwise, (iii) failure by the Company or any of its
         Restricted Subsidiaries to comply with the provisions of Sections 4.10,
         4.15 or 5.01 of the Indenture; (iv) failure by the Company or any of
         its Restricted Subsidiaries to comply with the provisions of Sections
         4.07 or 4.09 of the Indenture for 30 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; (v)
         failure by the Company or any of its Restricted Subsidiaries to observe
         or perform any other covenant, representation, warranty or other
         agreement in the Indenture or the Notes or the Security Documents 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; (vi) default under certain other agreements
         relating to Indebtedness of the Company which default results in the
         acceleration of such Indebtedness prior to its express maturity; (vii)
         certain final judgments for the payment of money that remain
         undischarged for a period of 60 days; (viii) 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 of the Company that, when taken together,
         would constitute a Significant Subsidiary; (ix) except as permitted by
         the Indenture, any Security Document ceases for any reason to be fully
         enforceable; provided, that it shall not be an Event of Default under
         this clause (ix) if the sole result of the failure of one or more
         Security Documents to be fully enforceable is that any Note Lien
         purported to be granted under such Security Documents on Collateral,
         individually or in the aggregate, having a Fair Market Value of not
         more than $5.0 million ceases to be an enforceable and perfected
         second-priority security interest, subject only to Permitted Prior
         Liens; (x) any Note Lien purported to be granted under any Security
         Document on Collateral, individually or in the aggregate, having a Fair
         Market Value in excess of $5.0 million ceases to be an enforceable and
         perfected second-priority security interest, subject only to Permitted
         Prior Liens; (xi) the Company or any other Obligor, or any Person
         acting on behalf of any of them, denies or disaffirms, in writing, any
         obligation of the Company or any other Obligor set forth in or arising
         under any Security Document; and (xii) except as permitted by the
         Indenture, the Jordan Guaranty or any Subsidiary Guarantee of a
         Subsidiary Guarantor that is a Significant Subsidiary is held in any
         judicial proceeding to be unenforceable or invalid or ceases for any
         reason to be in full force and effect (except in accordance with its

                                     A2-7
<PAGE>

         terms), or any Guarantor, or any Person acting on behalf of any such
         Guarantor, denies or disaffirms its obligations under its Note
         Guarantee. If any Event of Default occurs and is continuing, the
         Trustee or the Holders of at least 25% in principal amount of the then
         outstanding Notes may declare all the Notes to be due and payable.
         Notwithstanding the foregoing, in the case of an Event of Default
         arising from certain events of bankruptcy or insolvency, all
         outstanding Notes will become due and payable without further action or
         notice. Holders may not enforce the Indenture or the Notes except as
         provided in the Indenture. In the event of a declaration of
         acceleration of the Notes because an Event of Default described in
         clause (6) of Section 6.01 of the Indenture has occurred and is
         continuing, the declaration of acceleration of the Notes shall be
         automatically annulled (and such Event of Default shall be deemed
         cured) if the Payment Default or other default triggering such Event of
         Default pursuant to clause (6) of Section 6.01 of the Indenture shall
         be remedied or cured by the Company or a Restricted Subsidiary or
         waived by the holders of the relevant indebtedness within 60 days after
         the declaration of acceleration with respect thereto and if (a) the
         annulment of the acceleration of the Notes would not conflict with any
         judgment or decree of a court of competent jurisdiction and (b) all
         existing Events of Default, except nonpayment of principal, premium or
         interest on the Notes that became due solely because of the
         acceleration of the Notes, have been cured. Subject to certain
         limitations, Holders of a majority in principal amount of the then
         outstanding Notes may direct the Trustee in its exercise of any trust
         or power. The Trustee may withhold from Holders 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) if it
         determines that withholding notice is in their interest. The Holders of
         a majority in aggregate principal amount of the Notes then outstanding
         by notice to the Trustee may on behalf of the Holders of all of the
         Notes 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 Issuers are required to
         deliver to the Trustee annually a statement regarding compliance with
         the Indenture, and the Issuers are 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. Guarantee of the payment of principal,
         interest and premium and Liquidated Damages, if any, on the Notes as
         provided by the Note Guarantors is subordinated to the prior payment of
         Senior Debt of such Guarantor on the terms provided in the Indenture.
         This section shall be effective with respect to each Guarantor upon the
         issuance of its Note Guarantee or the execution by such Guarantor of a
         supplemental indenture providing for its Note Guarantee or with respect
         to Jordan, the execution of this Indenture and its Note Guarantee.

                  (14) TRUSTEE DEALINGS WITH THE ISSUERS. The Trustee, in its
         individual or any other capacity, may make loans to, accept deposits
         from, and perform services for the Issuers or their Affiliates, and may
         otherwise deal with the Issuers or their Affiliates, as if it were not
         the Trustee.

                  (15) NO RECOURSE AGAINST OTHERS. No past, present or future
         director, officer, employee, incorporator or stockholder of the Issuers
         or any Guarantor, as such, will have any liability for any obligations
         of the Issuers or the Guarantors under the Notes, the Indenture, the
         Note Guarantees, the Security Documents, 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. The 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.

                  (16) AUTHENTICATION. This Note will not be valid until
         authenticated by the manual signature of the Trustee or an
         authenticating agent.

                                     A2-8
<PAGE>

                  (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. The Holders will have registration
         rights in accordance with Article 14 of the Indenture.

                  (19) CUSIP NUMBERS. Pursuant to a recommendation promulgated
         by the Committee on Uniform Security Identification Procedures, the
         Issuers have 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.

         The Issuers will furnish to any Holder upon written request and without
charge a copy of the Indenture. Requests may be made to:

JII Holdings, LLC
JII Holdings Finance Corporation
c/o JII Holdings, LLC
Arbor Lake Centre
1751 Lake Cook Road, Suite 550
Deerfield, Illinois 60015
Attention:  Gordon Nelson



                                     A2-9

<PAGE>
 Assignment Form


         To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: _________________________________
                                                (Insert assignee's 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 Issuers.  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 Issuers
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
Issuers 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 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
                                                                  of this Global Note       Signature of
                   Amount of decrease    Amount of increase in      following such       authorized officer
                   in Principal Amount      Principal Amount           decrease             of Trustee or
Date of Exchange   of this Global Note    of 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.

                                      A2-11

<PAGE>
                                                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

JII Holdings, LLC
JII Holdings Finance Corporation
c/o JII Holdings, LLC
Arbor Lake Centre
1751 Lake Cook Road, Suite 550
Deerfield, Illinois 60015

[Registrar address block]

         Re: 13% Senior Secured Notes Due 2007 of JII Holdings, LLC
             and JII Holdings Finance Corporation

         Reference is hereby made to the Indenture, dated as of February 18,
2004 (the "Indenture"), among JII Holdings, LLC and JII Holdings Finance
Corporation, as issuers (the "Issuers"), Jordan Industries, Inc., as initial
guarantor, and U.S. 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 will 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
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

                                  B-1
<PAGE>

transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person. Upon consummation of the proposed transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on Transfer enumerated in the Private
Placement Legend printed on the 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 will 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 will take delivery of a beneficial interest in
an Unrestricted Global Note or of an Unrestricted Definitive Note.

           (a) [  ] Check if Transfer is pursuant to Rule 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in

                                     B-2
<PAGE>

the Indenture and any applicable blue sky securities laws of any state of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will no longer be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes, on Restricted Definitive Notes and in the Indenture.

           (b) [  ] Check if Transfer is Pursuant to Regulation S. (i)
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (ii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or Definitive Note will no longer be subject to
the restrictions on transfer enumerated in the Private Placement Legend printed
on the Restricted Global Notes, on Restricted Definitive Notes and in the
Indenture.

           (c) [  ] Check if Transfer is Pursuant to Other Exemption. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.

           This certificate and the statements contained herein are made for
your benefit and the benefit of the Issuers.


                                        ---------------------------------------
                                             [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

JII Holdings, LLC
JII Holdings Finance Corporation
c/o JII Holdings, LLC
Arbor Lake Centre
1751 Lake Cook Road, Suite 550
Deerfield, Illinois 60015

[Registrar address block]

         Re:  13% Senior Secured Notes Due 2007 of JII Holdings, LLC and
              JII Holdings Finance Corporation

                              (CUSIP ____________)

         Reference is hereby made to the Indenture, dated as of February 18,
2004 (the "Indenture"), among JII Holdings, LLC and JII Holdings Finance
Corporation, as issuers (the "Issuers"), Jordan Industries, Inc., as initial
guarantor, and U.S. 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) [  ] 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

                                     C-1
<PAGE>

an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer, (ii)
such Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Definitive Notes and pursuant to and in accordance
with the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the beneficial interest is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

         (d) [  ] Check if Exchange is from Restricted Definitive Note to
Unrestricted Definitive Note. In connection with the Owner's Exchange of a
Restricted Definitive Note for an Unrestricted Definitive Note, the Owner hereby
certifies (i) the Unrestricted Definitive Note is being acquired for the Owner's
own account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act, (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
Unrestricted Definitive Note is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

         2. Exchange of Restricted Definitive Notes or Beneficial Interests in
Restricted Global Notes for Restricted Definitive Notes or Beneficial Interests
in Restricted Global Notes

         (a) [  ] Check if Exchange is from beneficial interest in a Restricted
Global Note to Restricted Definitive Note. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for a Restricted
Definitive Note with an equal principal amount, the Owner hereby certifies that
the Restricted Definitive Note is being acquired for the Owner's own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Note issued will continue
to be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Definitive Note and in the Indenture
and the Securities Act.

         (b) [  ] Check if Exchange is from Restricted Definitive Note to
beneficial interest in a Restricted Global Note. In connection with the
Exchange of the Owner's Restricted Definitive Note for a beneficial interest
in the [CHECK ONE] 144A Global Note, Regulation S Global Note, IAI Global Note
with an equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner's own account without transfer and
(ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Notes and pursuant to and in
accordance with the Securities Act, and in compliance with any applicable blue
sky securities laws of any state of the United States. Upon consummation of
the proposed Exchange in accordance with the terms of the Indenture, the
beneficial interest issued will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the relevant Restricted
Global Note and in the Indenture and the Securities Act.

         This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuers.


                                            -----------------------------------
                                                 [Insert Name of Transferor]


                                            By:________________________________
                                               Name:
                                               Title:

Dated:  ______________________

                                     C-3

<PAGE>

                                                                     EXHIBIT D


                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

JII Holdings, LLC
JII Holdings Finance Corporation
c/o JII Holdings, LLC
Arbor Lake Centre
1751 Lake Cook Road, Suite 550
Deerfield, Illinois 60015

[Registrar address block]

         Re:  13% Senior Secured Notes Due 2007 of JII Holdings, LLC
              and JII Holdings Finance Corporation

         Reference is hereby made to the Indenture, dated as of February 18,
2004 (the "Indenture"), among JII Holdings, LLC and JII Holdings Finance
Corporation, as issuers (the "Issuers"), Jordan Industries, Inc., as initial
guarantor, and U.S. 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 will do so only (A) to the Issuers 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>
                                                                     EXHIBIT D

         3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Issuers such certifications, legal opinions and other information as you and the
Issuers may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

         4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

         5. We are acquiring the Notes or beneficial interest therein purchased
by us for our own account or for one or more accounts (each of which is an
institutional "accredited investor") as to each of which we exercise sole
investment discretion.

         You and the Issuers are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                            [Insert Name of Accredited Investor]


                                             By:_______________________________
                                                Name:
                                                Title:

Dated:  _______________________




                                     D-2

<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 February 18, 2004 (the "Indenture"),
among JII Holdings, LLC and JII Holdings Finance Corporation, as issuers (the
"Issuers"), Jordan Industries, Inc., as initial guarantor, and U.S. 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 Issuers to the Holders or the Trustee all in
accordance with 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 will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, whether at stated maturity, by
acceleration or otherwise. 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 12 of the Indenture and are subordinated as
provided in Article 10 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; provided, however, that the Indebtedness evidenced by
this Note Guarantee shall cease to be so subordinated and subject in right of
payment upon any defeasance of this Note in accordance with the provisions of
the Indenture.

         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 ____________________ (or its permitted successor),
a [Delaware] corporation (the "Company"), the Company, the other Guarantors (as
defined in this Indenture referred to herein) and U.S. Bank National
Association, as trustee under this 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 February 18, 2004 providing
for the issuance of 13% Senior Secured Notes due 2007 (the "Notes");

         WHEREAS, this 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 this Indenture on
the terms and conditions set forth herein (the "Note Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of this 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 this 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 12 thereof.

         4. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, stockholder or agent of the Guaranteeing
Subsidiary, as such, will have any liability for any obligations of the Issuers
or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, this
Indenture, the Security Documents or this Supplemental Indenture 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. The 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. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.


                                     H-1
<PAGE>


         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.

         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 Issuers.
































                                     H-2
<PAGE>
                                                                     EXHIBIT E

         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.

         Dated:  _______________, 20___

                            [GUARANTEEING SUBSIDIARY]

                               By:  _______________________________
                               Name:
                               Title:

                               [Issuers]

                               By:  _______________________________
                               Name:
                               Title:

                               [Existing Guarantors]

                               By:  _______________________________
                               Name:
                               Title:

                               [TRUSTEE],
                                 as Trustee

                               By:  _______________________________
                                         Authorized Signatory





                                     H-3