<PAGE>
                                                                    Exhibit 4(n)

                                                                  EXECUTION COPY

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

                               The Scotts Company

                              SERIES A AND SERIES B
                    6.625% SENIOR SUBORDINATED NOTES DUE 2013
                                    INDENTURE





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

                           Dated as of October 8, 2003

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


                         U.S. Bank National Association

                                     Trustee

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



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

<TABLE>
<CAPTION>
Trust Indenture Act Section                                                                  Indenture Section
---------------------------                                                                  -----------------
<S>                                                                                          <C>
310(a)(1).......................................................................................    7.09; 7.10
(a)(2)..........................................................................................    7.10
(a)(3)..........................................................................................    N.A.
(a)(4)..........................................................................................    N.A.
(a)(5)..........................................................................................    7.10
(b).............................................................................................    7.03; 7.08; 7.10
(c).............................................................................................    N.A.
311(a)..........................................................................................    7.11
(b).............................................................................................    7.11
(i)(c)..........................................................................................    N.A.
312(a)..........................................................................................    2.05
(b).............................................................................................    13.03
(c).............................................................................................    13.03
313(a)..........................................................................................    7.06
(b)(2)..........................................................................................    7.06; 7.07
(c).............................................................................................    7.06; 13.02
(d).............................................................................................    7.06
314(a)..........................................................................................    4.03; 4.04
(c)(1)..........................................................................................    13.04
(c)(2)..........................................................................................    13.04
(c)(3)..........................................................................................    N.A.
(e).............................................................................................    13.05
(f).............................................................................................    N.A.
315(a)..........................................................................................    7.01(b)(ii); 7.02
(b).............................................................................................    7.02; 7.05; 13.02
(c).............................................................................................    7.01(a); 7.02
(d).............................................................................................    7.01(d); 7.02
(e).............................................................................................    6.11
316(a)(last sentence)...........................................................................    2.08
(a)(1)(A).......................................................................................    6.05
(a)(1)(B).......................................................................................    6.04
(a)(2)..........................................................................................    N.A.
(b).............................................................................................    6.07
(c).............................................................................................    2.12; 9.04
317(a)(1).......................................................................................    6.08
(a)(2)..........................................................................................    6.09
(b).............................................................................................    2.04
318(a)..........................................................................................    13.01
(b).............................................................................................    N.A.
(c).............................................................................................    13.01
</TABLE>

N.A. means not applicable.
<PAGE>
                                                                               3



* This Cross-Reference Table is not part of the Indenture.
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>            <C>                                                                                    <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE.............................................................1
         SECTION 1.01   Definitions...............................................................................1
         SECTION 1.02   Other Definitions........................................................................21
         SECTION 1.03   Trust Indenture Act Definitions..........................................................22
         SECTION 1.04   Rules of Construction....................................................................23

ARTICLE 2. THE NOTES.............................................................................................23
         SECTION 2.01   Unlimited in Amount, Form and Dating.....................................................23
         SECTION 2.02   Execution and Authentication.............................................................24
         SECTION 2.03   Registrar and Paying Agent...............................................................25
         SECTION 2.04   Paying Agent to Hold Money in Trust......................................................25
         SECTION 2.05   Holder Lists.............................................................................26
         SECTION 2.06   Transfer and Exchange....................................................................26
         SECTION 2.07   Replacement Notes........................................................................39
         SECTION 2.08   Outstanding Notes........................................................................40
         SECTION 2.09   Treasury Notes...........................................................................40
         SECTION 2.10   Temporary Notes..........................................................................40
         SECTION 2.11   Cancellation.............................................................................41
         SECTION 2.12   Defaulted Interest.......................................................................41
         SECTION 2.13   CUSIP Numbers............................................................................41

ARTICLE 3. REDEMPTION AND PREPAYMENT.............................................................................42
         SECTION 3.01   Notices to Trustee.......................................................................42
         SECTION 3.02   Selection of Notes to be Redeemed........................................................42
         SECTION 3.03   Notice of Redemption.....................................................................42
         SECTION 3.04   Effect of Notice of Redemption...........................................................43
         SECTION 3.05   Deposit of Redemption Price..............................................................43
         SECTION 3.06   Notes Redeemed in Part...................................................................44
         SECTION 3.07   Optional Redemption......................................................................44
         SECTION 3.08   Mandatory Redemption.....................................................................46
         SECTION 3.09   Offer to Repurchase by Application of Excess Proceeds....................................46

ARTICLE 4. COVENANTS.............................................................................................48
         SECTION 4.01   Payment of Notes.........................................................................48
         SECTION 4.02   Maintenance of Office or Agency..........................................................48
         SECTION 4.03   Reports..................................................................................49
         SECTION 4.04   Compliance Certificate...................................................................49
         SECTION 4.05   Taxes....................................................................................50
         SECTION 4.06   Stay, Extension and Usury Laws...........................................................50
         SECTION 4.07   Restricted Payments......................................................................50
         SECTION 4.08   Dividend and Other Payment Restrictions Affecting Subsidiaries...........................53
</TABLE>


                                       i
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>            <C>                                                                                    <C>
         SECTION 4.09   Incurrence of Indebtedness and Issuance of Preferred Stock...............................55
         SECTION 4.10   Offer to Repurchase by Application of Excess Proceeds of Asset Sales.....................57
         SECTION 4.11   Transactions With Affiliates.............................................................59
         SECTION 4.12   Liens....................................................................................60
         SECTION 4.13   [Intentionally Omitted]..................................................................60
         SECTION 4.14   Corporate Existence......................................................................60
         SECTION 4.15   Offer to Repurchase Upon Change of Control...............................................60
         SECTION 4.16   No Senior Subordinated Debt..............................................................62
         SECTION 4.17   Additional Subsidiary Guarantees.........................................................62
         SECTION 4.18   Payments for Consent.....................................................................62
         SECTION 4.19   Covenant Suspension......................................................................62
         SECTION 4.20   Registration Default Damages.............................................................63

ARTICLE 5. SUCCESSORS............................................................................................63
         SECTION 5.01   Merger, Consolidation, or Sale of Assets.................................................63
         SECTION 5.02   Successor Corporation Substituted........................................................65

ARTICLE 6. DEFAULTS AND REMEDIES.................................................................................65
         SECTION 6.01   Events of Default........................................................................65
         SECTION 6.02   Acceleration.............................................................................67
         SECTION 6.03   Other Remedies...........................................................................67
         SECTION 6.04   Waiver of Past Defaults..................................................................68
         SECTION 6.05   Control by Majority......................................................................68
         SECTION 6.06   Limitation on Suits......................................................................68
         SECTION 6.07   Rights of Holders of Notes to Receive Payment............................................69
         SECTION 6.08   Collection Suit by Trustee...............................................................69
         SECTION 6.09   Trustee May File Proofs of Claim.........................................................69
         SECTION 6.10   Priorities...............................................................................70
         SECTION 6.11   Undertaking for Costs....................................................................70

ARTICLE 7. TRUSTEE...............................................................................................71
         SECTION 7.01   Duties of Trustee........................................................................71
         SECTION 7.02   Rights of Trustee........................................................................72
         SECTION 7.03   Individual Rights of Trustee.............................................................73
         SECTION 7.04   Trustee's Disclaimer.....................................................................73
         SECTION 7.05   Notice of Defaults.......................................................................73
         SECTION 7.06   Reports by Trustee to Holders of the Notes...............................................74
         SECTION 7.07   Compensation and Indemnity...............................................................74
         SECTION 7.08   Replacement of Trustee...................................................................75
         SECTION 7.09   Successor Trustee by Merger, etc.........................................................76
         SECTION 7.10   Eligibility; Disqualification............................................................76
         SECTION 7.11   Preferential Collection of Claims Against Company........................................76

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE..............................................................77
</TABLE>


                                       ii
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>            <C>                                                                                    <C>
         SECTION 8.01   Option to Effect Legal Defeasance or Covenant Defeasance.................................77
         SECTION 8.02   Legal Defeasance and Discharge...........................................................77
         SECTION 8.03   Covenant Defeasance......................................................................77
         SECTION 8.04   Conditions to Legal or Covenant Defeasance...............................................78
         SECTION 8.05   Deposited Money and Government Securities to be Held in Trust, Other Miscellaneous
                           Provisions............................................................................79
         SECTION 8.06   Repayment to Company.....................................................................80
         SECTION 8.07   Reinstatement............................................................................80

ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER......................................................................81
         SECTION 9.01   Without Consent of Holders of Notes......................................................81
         SECTION 9.02   With Consent of Holders of Notes.........................................................82
         SECTION 9.03   Compliance with Trust Indenture Act......................................................83
         SECTION 9.04   Revocation and Effect of Consents........................................................83
         SECTION 9.05   Notation on or Exchange of Notes.........................................................84
         SECTION 9.06   Trustee to Sign Amendments, Etc..........................................................84

ARTICLE 10. SUBORDINATION........................................................................................84
         SECTION 10.01   Agreement to Subordinate................................................................84
         SECTION 10.02   Certain Definitions.....................................................................84
         SECTION 10.03   Liquidation, Dissolution; Bankruptcy....................................................86
         SECTION 10.04   Default on Designated Senior Debt.......................................................86
         SECTION 10.05   Acceleration of Notes...................................................................87
         SECTION 10.06   When Distribution Must Be Paid Over.....................................................87
         SECTION 10.07   Notice by Company.......................................................................88
         SECTION 10.08   Subrogation.............................................................................88
         SECTION 10.09   Relative Rights.........................................................................88
         SECTION 10.10   Subordination May Not Be Impaired By Company............................................88
         SECTION 10.11   Distribution or Notice to Representative................................................89
         SECTION 10.12   Rights of Trustee and Paying Agent......................................................89
         SECTION 10.13   Authorization to Effect Subordination...................................................89
         SECTION 10.14   Trustee's Compensation Not Prejudiced...................................................90

ARTICLE 11. SUBSIDIARY GUARANTEES................................................................................90
         SECTION 11.01   Subsidiary Guarantee....................................................................90
         SECTION 11.02   Subordination of Subsidiary Guarantee...................................................91
         SECTION 11.03   Limitation on Guarantor Liability.......................................................91
         SECTION 11.04   Execution and Delivery of Subsidiary Guarantee..........................................91
         SECTION 11.05   Guarantors May Consolidate, etc., on Certain Terms......................................92
         SECTION 11.06   Releases Following Sale of Assets.......................................................93

ARTICLE 12. SATISFACTION AND DISCHARGE...........................................................................93
         SECTION 12.01   Satisfaction and Discharge of Indenture.................................................93
         SECTION 12.02   Application of Trust Money..............................................................94

ARTICLE 13. MISCELLANEOUS........................................................................................95
</TABLE>


                                      iii
<PAGE>
<TABLE>
<CAPTION>
                                                                                                               PAGE
                                                                                                               ----
<S>      <C>            <C>                                                                                    <C>
         SECTION 13.01   Trust Indenture Act Controls............................................................95
         SECTION 13.02   Notices.................................................................................95
         SECTION 13.03   Communication by Holders of Notes with Other Holders of Notes...........................96
         SECTION 13.04   Certificate and Opinion as to Conditions Precedent......................................97
         SECTION 13.05   Statements Required in Certificate or Opinion...........................................97
         SECTION 13.06   Rules by Trustee and Agents.............................................................97
         SECTION 13.07   No Personal Liability of Directors, Officers, Employees and Shareholders................98
         SECTION 13.08   Governing Law...........................................................................98
         SECTION 13.09   No Adverse Interpretation of Other Agreements...........................................98
         SECTION 13.10   Successors..............................................................................98
         SECTION 13.11   Severability............................................................................98
         SECTION 13.12   Counterpart Originals...................................................................98
         SECTION 13.13   Table of Contents, Headings, etc........................................................99
</TABLE>


EXHIBITS:

Exhibit A         FORM OF NOTE

Exhibit B         FORM OF CERTIFICATE OF TRANSFER

Exhibit C         FORM OF CERTIFICATE OF EXCHANGE

Exhibit D         FORM OF CERTIFICATE OF ACQUIRING INSTITUTIONAL
                  ACCREDITED INVESTOR

Exhibit E         FORM OF NOTATION OF SUBSIDIARY GUARANTEE

Exhibit F         FORM OF SUPPLEMENTAL INDENTURE


                                       iv
<PAGE>
      INDENTURE dated as of October 8, 2003 by and among The Scotts Company, an
Ohio corporation (the "Company"), the Guarantors named on the signature pages
hereto and U.S. Bank National Association, as trustee (the "Trustee").

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 6.625% Series A Senior Subordinated Notes due 2013 (the "Series A Notes")
and the 6.625% Series B Senior Subordinated Notes due 2013 (the "Series B Notes"
and, together with the Series A Notes, the "Notes"):

                                   ARTICLE 1.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01 Definitions.

      "144A Global Note" means a global note in the form of Exhibit A hereto
bearing the Global Note Legend and the Private Placement Legend and deposited
with or on behalf of, and registered in the name of, the Depositary or its
nominee that will be issued in a denomination equal to the outstanding principal
amount of the Notes sold in reliance on 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
Subsidiary of, such specified Person; and

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

      "Additional Notes" means an unlimited aggregate principal amount of Notes
(other than the Initial Notes) issued under this Indenture in accordance with
Sections 2.02 and 4.09 hereof.

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

      "Agent" means any Registrar, Paying Agent or co-registrar.
<PAGE>
      "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 CEDEL that apply to such transfer or exchange.

      "Asset Sale" means:

      (1) the sale, lease, conveyance or other disposition of any assets or
rights, other than sales of inventory in the ordinary course of business
consistent with past practices; provided that the sale, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Restricted 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 by any of the Company's Restricted
Subsidiaries or the sale of Equity Interests in any of its Subsidiaries.

      Notwithstanding the preceding, the following items shall not be deemed to
be Asset Sales:

      (1) any single transaction or series of related transactions that: (a)
involves assets having a fair market value of less than $5.0 million; or (b)
results in net proceeds to the Company and its Subsidiaries of less than $5.0
million;

      (2) a transfer of assets (a) between or among the Company and its Wholly
Owned Restricted Subsidiaries, (b) by a Restricted Subsidiary to the Company or
any of its Wholly Owned Restricted Subsidiaries or (c) by the Company or any of
its Wholly Owned Restricted Subsidiaries to any Restricted Subsidiary of the
Company that is not a Wholly Owned Restricted Subsidiary if, in the case of this
clause (c), the Company or the Wholly Owned Restricted Subsidiary, as the case
may be, either retains title to or ownership of the assets being transferred or
receives consideration at the time of such transfer at least equal to the fair
market value of the transferred assets;

      (3) an issuance of Equity Interests by a Restricted Subsidiary to the
Company or to a Wholly Owned Restricted Subsidiary;

      (4) the sale, transfer or discount of any receivables to lenders under any
Credit Facilities or to special purpose entities formed to borrow from lenders
under Credit Facilities against such receivables;

      (5) a Restricted Payment that is permitted by Section 4.07 hereof; and

      (6) a disposition of inventory in the ordinary course of business or a
disposition of obsolete equipment or equipment that is no longer useful in the
conduct of the business of the Company and its Restricted Subsidiaries and that
is disposed of in the ordinary course of business.

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


                                       2
<PAGE>
      "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 such term is used in Section 13(d)(3)
of the Exchange Act), such "person" shall be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire, whether such
right is currently exercisable or is exercisable only upon the occurrence of a
subsequent condition.

      "Board of Directors" means the Board of Directors of the Company, or any
authorized committee of the Board of Directors.

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

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

      "Capital Lease Obligation" means, at the time any determination thereof 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 in accordance with
GAAP.

      "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
or membership interests (whether general or limited); 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.

      "Cash Equivalents" means:

      (1) United States dollars;

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

      (3) certificates of deposit and eurodollar time deposits with maturities
of one year or less from the date of acquisition, bankers' acceptances with
maturities not exceeding one year and overnight bank deposits, in each case,
with any lender party to the Credit Facility or with any domestic commercial
bank having capital and surplus in excess of $500 million and a Thompson Bank
Watch Rating of "B" or better;


                                       3
<PAGE>
      (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 the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within one year 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.

      "CEDEL" means CEDEL Bank, SA.

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

      (1) the 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 assets of the Company and its Restricted
Subsidiaries taken as a whole to any "person" (as such term is used in Section
13(d)(3) of the Exchange Act) other than a Principal or a Related Party of a
Principal;

      (2) the adoption of a plan relating to the liquidation or dissolution of
the Company;

      (3) the consummation of any transaction (including, without limitation,
any merger or consolidation) the result of which is that any "person" (as
defined above), other than the Principals and their Related Parties, becomes the
Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock
of the Company, measured by voting power rather than number of shares;

      (4) the first day on which a majority of the members of the Board of
Directors are not Continuing Directors; or

      (5) the consolidation or merger of the Company with or into any Person, or
the consolidation or merger of any Person with or into the Company, in any such
event pursuant to a transaction in which any of the outstanding Voting Stock of
the Company is converted into or exchanged for cash, securities or other
property, excluding any such transaction where the Voting Stock of the Company
outstanding immediately prior to such transaction is converted into or exchanged
for Voting Stock (other than Disqualified Stock) of the surviving or transferee
Person constituting a majority of the outstanding shares of such Voting Stock of
such surviving or transferee Person (immediately after giving effect to such
issuance).

      "Common Stock" means with respect to any Person, any and all shares,
interests or other participations in, and other equivalents (however designated
and whether voting or nonvoting) of such Person's common stock whether or not
outstanding on the Issue Date, and includes, without limitation, all series and
classes of such common stock.

      "Company" means The Scotts Company, and any and all successors thereto.


                                       4
<PAGE>
      "Consolidated Cash Flow" means, with respect to any Person for any period,
the Consolidated Net Income of such Person for such period plus, without
duplication:

      (1) 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

      (2) consolidated net interest expense of such Person and its Restricted
Subsidiaries for such period, whether paid or accrued and whether or not
capitalized (including, without limitation, amortization of original issue
discount, non-cash interest payments, the interest component of any deferred
payment obligations, the interest component of all payments associated with
Capital Lease Obligations, commissions, discounts and other fees and charges
incurred in respect of letter of credit or bankers' acceptance financings, and
net payments, if any, pursuant to Hedging Obligations but excluding amortization
of debt issuance costs), to the extent that any such expense was deducted in
computing such Consolidated Net Income; plus

      (3) depreciation, amortization (including amortization of goodwill and
other intangibles but excluding amortization of prepaid cash expenses that were
paid in a prior period), 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; minus

      (4) non-cash items increasing such Consolidated Net Income for such
period, other than items that were accrued in the ordinary course of business,
in each case, on a consolidated basis and determined in accordance with GAAP.

      Notwithstanding the preceding, the provision for taxes based on the income
or profits of, and the depreciation and amortization and other non-cash charges
of, a Restricted Subsidiary of the Company shall be added to Consolidated Net
Income to compute Consolidated Cash Flow of the Company only to the extent that
a corresponding amount would be permitted at the date of determination to be
dividended to the Company by such Restricted Subsidiary without prior approval
(that has not been obtained), pursuant to the terms of its charter and all
agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Subsidiary or its stockholders
(other than restrictions in effect on the Issue Date and other than restrictions
that are created or exist in compliance with Section 4.08 hereof).

      "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 accounted for by
the equity method of accounting shall be included only to the extent of the
amount of dividends or distributions paid in cash to the specified Person or a
Restricted Subsidiary thereof;

      (2) the Net Income of any Restricted Subsidiary shall be excluded to the
extent that the declaration or payment of dividends or similar distributions by
that Restricted


                                       5
<PAGE>
Subsidiary of that Net Income is not at the date of determination permitted
without any prior governmental approval (that has not been obtained) or,
directly or indirectly, by operation of the terms of its charter or any
agreement, instrument, judgment, decree, order, statute, rule or governmental
regulation applicable to that Restricted Subsidiary or its stockholders (other
than restrictions in effect on the Issue Date and other than restrictions that
are created or exist in compliance with Section 4.08 hereof);

      (3) the Net Income (but not loss) of any Unrestricted Subsidiary shall be
excluded, whether or not distributed to the specified Person or one of its
Subsidiaries; and

      (4) the cumulative effect of a change in accounting principles shall be
excluded.

      "Consolidated Net Tangible Assets" of the Company as of any date means the
total amount of assets of the Company and its Restricted Subsidiaries (less
applicable reserves) on a consolidated basis at the end of the fiscal quarter
immediately preceding such date, as determined in accordance with GAAP, less
Intangible Assets.

      "Continuing Directors" means, as of any date of determination, any member
of the Board of Directors who (i) was a member of such Board of Directors on the
date hereof or (ii) was nominated for election or elected to such Board of
Directors with the approval of a majority of the Continuing Directors who were
members of such Board at the time of such nomination or election.

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

      "Credit Facility" means, with respect to the Company or any of its
Restricted Subsidiaries:

      (1) that certain Credit Facility, dated as of December 4, 1998, by and
among the Company, certain of the Company's Subsidiaries, the lenders party
thereto, JPMorgan Chase Bank (as successor to The Chase Manhattan Bank), as
Administrative Agent, Citicorp USA, Inc. (as successor to Salomon Smith Barney
Inc.), as Syndication Agent, Credit Lyonnais New York Branch (as successor to
Credit Lyonnais Chicago Branch), as Co-Documentation Agent and Bank One, NA (as
successor to NBD Bank), as Co-Documentation Agent providing for up to $575.0
million of revolving credit borrowings and $525.0 million in term loans, in each
case including any related notes, guarantees, collateral documents, instruments
and agreements executed in connection therewith, and in each case as amended,
modified, renewed, refunded, replaced or refinanced from time to time; and

      (2) one or more debt facilities or commercial paper facilities, in 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 or refinanced in whole
or in part from time to time.


                                       6
<PAGE>
      "Custom" means Custom Lawn Care Service, Inc., a Subsidiary of the
Company.

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

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

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

      "Designated Noncash Consideration" means the fair market value of noncash
consideration received by the Company or one of its Restricted Subsidiaries in
connection with an Asset Sale that is designated as Designated Noncash
Consideration pursuant to an Officers' Certificate, setting forth the basis of
such valuation, executed by the principal executive officer and the principal
financial officer of the Company, less the amount of cash or Cash Equivalents
received in connection with a sale of such Designated Noncash Consideration.

      "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 thereof), 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
thereof, 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 thereof 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.

      "Domestic Restricted Subsidiary" means, with respect to the Company, any
Restricted Subsidiary that was formed under the laws of the United States of
America or any State thereof.

      "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).

      "Euroclear" means Morgan Guaranty Trust Company of New York, Brussels
office, as operator of the Euroclear system.

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

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


                                       7
<PAGE>
      "Exchange Offer Registration Statement" has the meaning set forth in the
Registration Rights Agreement.

      "Exclusive Agency and Marketing Agreement" means the Exclusive Agency and
Marketing Agreement between the Company and Monsanto Company, dated as of
September 30, 1998 (as amended and restated as of November 11, 1998) as the same
may be amended, modified, restated, extended, renewed or replaced from time to
time.

      "Existing Indebtedness" means Indebtedness of the Company and its
Restricted Subsidiaries (in addition to Indebtedness under the Credit Facility)
in existence on the date hereof, until such amounts are repaid.

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

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

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

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

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

      (4) the product of (a) all dividend payments, whether or not in cash, on
any series of preferred stock of such Person or any of its Restricted
Subsidiaries, other than dividend payments 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, times (b) a fraction, the
numerator of which is one and the denominator of which is one minus the then
current combined federal, state and local statutory tax rate of such Person,
expressed as a decimal, in each case, on a consolidated basis and in accordance
with GAAP.


                                       8
<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 and its
Restricted Subsidiaries 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 or redeems any Indebtedness (other than
revolving credit borrowings) or issues or redeems preferred stock subsequent to
the commencement of the period for which the Fixed Charge Coverage Ratio is
being calculated but prior to the date on which the event for which the
calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"),
then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect
to such incurrence, assumption, Guarantee or redemption of Indebtedness, or such
issuance or redemption of preferred stock, 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 and
including any related financing transactions, during the four-quarter reference
period or subsequent to such reference period and on or prior to the Calculation
Date shall be deemed to have occurred on the first day of the four-quarter
reference period and Consolidated Cash Flow for such reference period shall be
calculated without giving effect to clause (3) of the proviso set forth in the
definition of Consolidated Net Income;

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

      (3) the Fixed Charges attributable to discontinued operations, as
determined in accordance with GAAP, and operations or businesses disposed of
prior to the Calculation Date, shall 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.

      "Foreign Subsidiary" means, with respect to the Company, any Subsidiary
that was not formed under the laws of the United States of America or any state
thereof.

      "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)(ii),
which is required to be placed on all Global Notes issued under this Indenture.

      "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, in the form of
Exhibit A hereto issued in accordance with Section 2.01, 2.06(b)(iv),
2.06(d)(ii) or 2.06(f) hereof.


                                       9
<PAGE>
      "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.

      "Guarantors" means:

      (1) each Domestic Restricted Subsidiary of the Company on the date hereof,
except for Custom and Sanford; and

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

      and their respective successors and assigns.

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

      (1) interest rate swap agreements, interest rate cap agreements and
interest rate collar agreements or exchange rate or raw materials price risk
agreements; and

      (2) other agreements or arrangements designed to protect such Person
against fluctuations in interest rates, in each case pursuant to any Credit
Facilities permitted pursuant to Section 4.09 hereof.

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

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

      "Incur" means issue, create, assume, Guarantee, incur or otherwise become
liable for; provided, however, that any Indebtedness or Capital Stock of a
Person existing at the time such Person becomes a Restricted Subsidiary (whether
by merger, consolidation, acquisition or otherwise) will be deemed to be
Incurred by such Restricted Subsidiary at the time it becomes a Restricted
Subsidiary; and the terms "Incurred" and "Incurrence" have meanings correlative
to the foregoing.

      "Indebtedness" means, with respect to any specified Person, without
duplication, any indebtedness of such Person, whether or not contingent, in
respect of:

      (1) borrowed money;


                                       10
<PAGE>
      (2) evidenced by bonds, notes, debentures or similar instruments or
letters of credit (or reimbursement agreements in respect thereof);

      (3) banker's acceptances;

      (4) representing Capital Lease Obligations;

      (5) the balance deferred and unpaid of the purchase price of any property,
except any such balance that constitutes an accrued expense or trade payable; or

      (6) representing any 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, without duplication, 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 such Person of any indebtedness of any other Person.

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

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

      (2) the principal amount thereof, together with any interest thereon that
is more than 30 days past due, in the case of any other Indebtedness.

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

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

      "Initial Notes" means $200.0 million in aggregate principal amount of
Notes issued under this Indenture on the date hereof.

      "Initial Purchaser(s)" shall have the meaning assigned to such term in the
Offering Memorandum.

      "Intangible Assets" means all unamortized debt discount and expense,
unamortized deferred charges, goodwill, patents, trademarks, service marks,
trade names, copyrights, write-ups of assets over their carrying value at the
date of the Indenture or the date of acquisition, if acquired subsequent
thereto, and all other items which would be treated as intangibles on the
consolidated balance sheets of such Person prepared in accordance with GAAP.

      "Investment Grade Rating" means, a debt rating of the Notes of BBB - or
higher by S&P and Baa3 or higher by Moody's or the equivalent of such ratings by
S&P and Moody's


                                       11
<PAGE>
or in the event S&P or Moody's shall cease rating the Notes and the Company
shall select any other Rating Agency, the equivalent of such ratings by such
other Rating Agency.

      "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness 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 shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Equity Interests of such Subsidiary not sold or disposed of in an
amount determined as provided in the final paragraph of Section 4.07 hereof.

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

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

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

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

      "Moody's" means Moody's Investors Service, Inc. or any successor rating
agency.

      "Net Cash Proceeds" with respect to any issuance or sale of Capital Stock,
means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees and charges
actually Incurred in connection with such issuance or sale and net of taxes paid
or payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements).


                                       12
<PAGE>
      "Net Income" means, with respect to any Person, the net income (loss) of
such Person and its Restricted Subsidiaries, determined in accordance with GAAP
and before any reduction in respect of preferred stock dividends, excluding,
however:

      (1) and any extraordinary gain or loss, together with any related
provision for taxes on such extraordinary gain or loss; and

      (2) any non-cash expenses attributable to grants or exercises of employee
stock options.

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

      "Non-Recourse Debt" means Indebtedness:

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

      (2) no default with respect to which (including any rights that the
holders thereof may have to take enforcement action against an Unrestricted
Subsidiary) would permit upon notice, lapse of time or both any holder of any
other Indebtedness (other than the Notes) of the Company or any of its
Restricted Subsidiaries to declare a default on such other Indebtedness or cause
the payment thereof 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 Custodian" means the Trustee, as custodian with respect to the Notes
in global form, or any successor entity thereto.

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

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

      "Offering" means the offering of the Initial Notes by the Company.


                                       13
<PAGE>
      "Offering Memorandum" means the Offering Memorandum, dated October 1,
2003, pursuant to which the Initial Notes were offered and sold.

      "Officer" means, with respect to the Company or any Guarantor, any
Chairman of the Board, Vice Chairman of the Board, President, Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, Executive Vice
President, Senior Vice President, Vice President, Treasurer or Secretary of the
Company or any Guarantor.

      "Officers' Certificate" means a certificate that meets the requirements of
Section 13.05 and has been signed by two Officers.

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

      "Participant" means, with respect to the Depositary, Euroclear or CEDEL, a
Person who has an account with the Depositary, Euroclear or CEDEL, respectively
(and, with respect to The Depository Trust Company, shall include Euroclear and
CEDEL).

      "Permitted Investments" means:

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

      (2) any Investment in Cash Equivalents;

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

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

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

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

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

      (6) investments in accounts or notes receivable acquired in the ordinary
course of business;

      (7) the designation of one or more Subsidiaries of the Company whose
assets and operations are exclusively related to the professional business
segment of the Company;


                                       14
<PAGE>
      (8) any payment by the Company or any of its Restricted Subsidiaries
pursuant to the Exclusive Agency and Marketing Agreement; and

      (9) other Investments in any Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect to
subsequent changes in value), when taken together with all other Investments
made pursuant to this clause (9) that are at any time outstanding, not to exceed
the greater of (x) $75.0 million and (y) 5% of Consolidated Net Tangible Assets.

      "Permitted Liens" means:

      (1) Liens securing Senior Debt that was permitted by the terms of this
Indenture to be incurred;

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

      (3) Liens on property of a Person existing at the time such Person is
merged with or into or consolidated with the Company or any Subsidiary of the
Company; provided that such Liens were not entered into in 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;

      (4) Liens on property existing at the time of acquisition thereof by the
Company or any Subsidiary of the Company, provided that such Liens were not
entered into in contemplation of such acquisition;

      (5) Liens to 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;

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

      (7) Liens existing on the date hereof;

      (8) Liens on Assets of Guarantors to secure Senior Debt of such Guarantor
that was permitted by this Indenture to be incurred;

      (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 shall be required in conformity with
GAAP shall have been made therefor;

      (10) 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
$5.0 million at any one time outstanding; and


                                       15
<PAGE>
      (11) Liens on assets of Unrestricted Subsidiaries that secure Non Recourse
Debt of Unrestricted Subsidiaries.

      "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund 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 of (or
accreted value, if applicable), plus accrued interest on, the Indebtedness so
extended, refinanced, renewed, replaced, defeased or refunded (plus the amount
of reasonable expenses incurred in connection therewith including premiums paid,
if any, to the holders thereof);

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

      (3) if the Indebtedness being extended, refinanced, renewed, replaced,
defeased or refunded 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 extended, refinanced, renewed,
replaced, defeased or refunded; and

      (4) such Indebtedness shall not be incurred by a Restricted Subsidiary
that is not a Guarantor to refinance debt of the Company or a Guarantor.

      "Person" means any individual, corporation, limited liability company,
partnership, joint venture, association, joint-stock company, trust or
unincorporated organization (including any subdivision or ongoing business of
any such entity or substantially all of the assets of any such entity,
subdivision or business).

      "Principals" means the Hagedorn Partnership, L.P., and any Partner or
Affiliate thereof or of such Partner.

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

      A "Public Market" exists at any time with respect to the Common Stock of
the Company if:

      (1) the Common Stock of the Company is then registered with the SEC
pursuant to Section 12(b) or 12(g) of the Exchange Act and traded either on a
national securities exchange or in the National Association of Securities
Dealers Automated Quotation System; and


                                       16
<PAGE>
      (2) at least 15% of the total issued and outstanding Common Stock of the
Company has been distributed prior to such time by means of an effective
registration statement under the Securities Act.

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

      "Qualified Securitization Transaction" means any transaction or series of
transactions pursuant to which the Company or any of its Restricted Subsidiaries
may sell, convey or otherwise transfer to (a) a Securitization Entity (in the
case of a transfer by the Company or any of its Restricted Subsidiaries) and (b)
any other Person (in case of a transfer by a Securitization Entity), or may
grant a security interest in, any accounts receivable or equipment (whether now
existing or arising or acquired 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 and equipment, all
contracts and contract rights and all Guarantees or other obligations in respect
of such accounts receivable and equipment, proceeds of such accounts receivable
and equipment and other assets (including contract rights) which are customarily
transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable
and equipment.

      "Rating Agency" means each of S&P and Moody's, or if S&P or Moody's or
both shall not make a rating on the Notes publicly available (for reasons
outside the control of the Company), a statistical rating agency or agencies, as
the case may be, nationally recognized in the United States and selected by the
Company (as certified by a resolution of the Board of Directors) which shall be
substituted for S&P's or Moody's, or both, as the case may be.

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

      "Registration Default Damages" means all amounts owing pursuant to Section
8 of the Registration Rights Agreement.

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

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

      "Regulation S Global Note" means a permanent global Note in the form of
Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of and registered in the name of the Depositary
or its nominee, issued in a denomination equal to the outstanding principal
amount of the Notes initially sold in reliance on Rule 903 of Regulation S.


                                       17
<PAGE>
      "Related Business" means the business conducted (or proposed to be
conducted) by the Company and its Subsidiaries as of the Issue Date and any and
all businesses that in the good faith judgment of the Board of Directors of the
Company are reasonably related thereto.

      "Related Party" with respect to any Principal means:

      (1) any controlling stockholder, 80% or more owned Subsidiary, or spouse
or immediate family member (in the case of an individual) of such Principal; or

      (2) any trust, corporation, partnership or other entity, the
beneficiaries, stockholders, partners, owners or Persons beneficially holding an
80% or more controlling interest of which consist of such Principal and/or such
other Persons referred to in the immediately preceding clause (1).

      "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Services department 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 restricted period as defined in
Regulation S.

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

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

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

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

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

      "Sanford" means Sanford Scientific, Inc., a Subsidiary of the Company.

      "S&P" means Standard & Poor's Rating Services, a division of McGraw Hill,
Inc., a New York corporation, or any successor rating agency.

      "SEC" means the Securities and Exchange Commission.


                                       18

<PAGE>

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

            "Securitization Entity" means a Wholly Owned Subsidiary of the
Company (or another Person in which the Company or any Subsidiary of the Company
makes an Investment and to which the Company or any Subsidiary of the Company
transfers accounts receivable or equipment and related assets) that engages in
no activities other than in connection with the financing of accounts receivable
or equipment and that is a Securitization Entity (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 on,
Indebtedness)) pursuant to Standard Securitization Undertakings, (ii) is
recourse to or obligates the Company or any Restricted Subsidiary of the Company
in any way other than pursuant to Standard Securitization Undertakings or (iii)
subjects any property or asset of the Company or any Restricted Subsidiary of
the Company, directly or indirectly, contingently or otherwise, to the
satisfaction thereof, other than pursuant to Standard Securitization
Undertakings, (b) with which neither the Company nor any Restricted Subsidiary
of the Company has any material contract, agreement, arrangement or
understanding 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
that are not Affiliates of the Company, other than fees payable in the ordinary
course of business in connection with servicing receivables of such entity, and
(c) to which neither the Company nor any Restricted Subsidiary of the Company
has any obligation to maintain or preserve such entity's financial condition or
cause such entity to achieve certain levels of operating results.

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

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

            "Standard Securitization Undertakings" means representations,
warranties, covenants and indemnities entered into by the Company or any
Subsidiary of the Company that are reasonably customary in an accounts
receivable or equipment transaction.

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

            "Subsidiary" means, with respect to any Person:

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



                                       19
<PAGE>
            (2) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

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

            "TIA" means the Trust Indenture Act of 1939 (15 U.S.C.
Sections77aaa-77bbbb) as in effect on the date on which this Indenture is
qualified under the TIA.

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

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

            "Unrestricted Global Note" means a permanent global Note in the form
of Exhibit A attached hereto that bears the Global Note Legend and that has the
"Schedule of Exchanges of Interests in the Global Note" attached thereto, and
that is deposited with or on behalf of and registered in the name of the
Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

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

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

            (2) 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.

            Any designation of a Subsidiary of the Company as an Unrestricted
Subsidiary shall be evidenced to the Trustee by filing with the Trustee a
certified copy of the Board Resolution giving effect to such designation and an
Officers' Certificate certifying that such


                                       20
<PAGE>
designation complied with the preceding conditions and was permitted by Section
4.07 hereof. If, at any time, any Unrestricted Subsidiary would fail to meet the
preceding requirements as an Unrestricted Subsidiary, it shall thereafter cease
to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Company as of such date and, if such Indebtedness is not
permitted to be incurred as of such date pursuant to Section 4.09 hereof, the
Company shall be in default of such covenant. The Board of Directors of the
Company may at any time designate any Unrestricted Subsidiary to be a Restricted
Subsidiary; provided that such designation shall be deemed to be an incurrence
of Indebtedness by a Restricted Subsidiary of the Company of any outstanding
Indebtedness of such Unrestricted Subsidiary and such designation shall only be
permitted if (1) such Indebtedness is permitted pursuant to 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.

            If a Guarantor is designated as an Unrestricted Subsidiary, the
Subsidiary Guarantee of that Guarantor shall be released. If an Unrestricted
Subsidiary becomes a Restricted Subsidiary, such Restricted Subsidiary shall
become a Guarantor in accordance with the terms of this Indenture.

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

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

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

            (1) the sum of the products obtained by multiplying (a) the amount
of each then remaining installment, sinking fund, serial maturity or other
required payments of principal, including payment at final maturity, in respect
thereof, by (b) 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 Person means a
Restricted 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 and/or by one or more Wholly Owned
Restricted Subsidiaries of such Person.

SECTION 1.02 Other Definitions.



<TABLE>
<CAPTION>
                                                        Defined in
              Term                                       Section
              ----                                       -------

<S>                                                      <C>
  "Affiliate Transaction"                                  4.11
  "Applicable Premium"                                     3.07
  "Asset Sale Offer"                                       4.10
</TABLE>

                                       21
<PAGE>
<TABLE>
<CAPTION>
                                                       Defined in
              Term                                       Section
              ----                                       -------
<S>                                                      <C>
  "Authentication Order"                                   2.02
  "Change of Control Offer"                                4.15
  "Change of Control Payment"                              4.15
  "Change of Control Payment Date"                         4.15
  "Covenant Defeasance"                                    8.03
  "Designated Senior Debt"                                10.02
  "Event of Default"                                       6.01
  "Excess Proceeds"                                        4.10
  "Holdco"                                                 5.01
  "Legal Defeasance"                                       8.02
  "Offer Amount"                                           3.09
  "Offer Period"                                           3.09
  "Paying Agent"                                           2.03
  "Payment Blockage Notice"                               10.04
  "Permitted Debt"                                         4.09
  "Permitted Junior Securities"                           10.02
  "Purchase Date"                                          3.09
  "Redemption Date"                                        3.07
  "Registrar"                                              2.03
  "Representative"                                        10.02
  "Restricted Payments"                                    4.07
  "Revocation"                                             4.07
  "Senior Debt"                                           10.02
  "Suspended Covenants"                                    4.19
  "Treasury Rate"                                          3.07

</TABLE>


SECTION 1.03 Trust Indenture Act Definitions.

            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

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



                                       22
<PAGE>
            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) provisions apply to successive events and transactions;
            and

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

                                   ARTICLE 2.
                                    THE NOTES

SECTION 2.01 Unlimited in Amount, Form and Dating.

            (a) General.

            The aggregate principal amount of Notes that may be authenticated
and delivered under this Indenture is unlimited.

            The Company may issue Additional Notes after Notes have been issued.
The Notes together with any Additional Notes would be treated as a single series
for all purposes under this Indenture, including, without limitation, waivers,
amendments, redemptions and offers to purchase.

            (b) General Form.

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

            The terms and provisions contained in the Notes shall constitute,
and are hereby expressly made, a part of this Indenture and the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and


                                       23
<PAGE>
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.

            (c) Global Notes.

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

            (d) Euroclear and CEDEL 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 CEDEL Bank" and "Customer Handbook" of CEDEL Bank shall be
applicable to transfers of beneficial interests in the Regulation S Global Notes
that are held by Participants through Euroclear or CEDEL Bank.

SECTION 2.02 Execution and Authentication.

            Two Officers shall sign the Notes for the Company by manual or
facsimile signature.

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

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

            The Trustee shall, upon a written order of the Company signed by two
Officers (an "Authentication Order"), authenticate Notes for original issue up
to an unlimited aggregate principal amount.

            The Trustee may appoint an authenticating agent acceptable to the
Company to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication


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

SECTION 2.03 Registrar and Paying Agent.

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

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

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

            If then required by DTC, the Trustee is authorized to enter into a
letter of representations with DTC in the form provided to the Trustee by the
Company and to act in accordance with such letter.

SECTION 2.04 Paying Agent to Hold Money in Trust.

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

SECTION 2.05 Holder Lists.

            The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with TIA Section312(a). If the Trustee is
not the Registrar, the Company shall furnish to the Trustee at least seven
Business Days before each interest paymeNt date and at such other times as the
Trustee may request in writing, a list in such form and as of such date as the
Trustee may


                                       25
<PAGE>
reasonably require of the names and addresses of the Holders of Notes and the
Company shall otherwise comply with TIA Section312(a).

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

            (b) Transfer and Exchange of Beneficial Interests in the Global
Notes.

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

                  (i) 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 yet forth in the Private Placement
            Legend. Beneficial interests in any Unrestricted Global Note may be
            transferred to Persons who take delivery thereof in the form of a
            beneficial interest in an Unrestricted Global Note. No written
            orders or instructions shall be required to be delivered to the
            Registrar to effect the transfers described in this Section
            2.06(b)(i).

                  (ii) All Other Transfers and Exchanges of Beneficial Interests
            in Global Notes. In connection with all transfers and exchanges of
            beneficial interests that are not


                                       26
<PAGE>
            subject to Section 2.06(b)(i) above, the transferor of such
            beneficial interest must deliver to the Depositary either (A) (1) a
            written order from a Participant or an Indirect Participant given to
            the Depositary in accordance with the Applicable Procedures
            directing the Depositary to credit or cause to be credited a
            beneficial interest in another Global Note in an amount equal to the
            beneficial interest to be transferred or exchanged and (2)
            instructions given in accordance with the Applicable Procedures
            containing information regarding the Participant account to be
            credited with such increase or (B) (1) a written order from a
            Participant or an Indirect Participant given to the Depositary in
            accordance with the Applicable Procedures directing the Depositary
            to cause to be issued a Definitive Note in an amount equal to the
            beneficial interest to be transferred or exchanged and (2)
            instructions given by the Depositary to the Registrar containing
            information regarding the Person in whose name such Definitive Note
            shall be registered to effect the transfer or exchange referred to
            in (1) above. Upon consummation of a Registered Exchange Offer by
            the Company in accordance with Section 2.06(f) hereof, the
            requirements of this Section 2.06(b)(ii) 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.

                  (iii) 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)(ii) above
            and the Registrar receives the following:

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


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

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

            (iv) Transfer and Exchange of Beneficial Interests in a Restricted
      Global Note for Beneficial Interests in the 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


                                       27
<PAGE>
      in an Unrestricted Global Note if the exchange or transfer complies with
      the requirements of Section 2.06(b)(ii) above and:

                        (A) such exchange or transfer is effected pursuant to
                  the Registered Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal or via the Depositary's
                  book-entry system that it is not (1) a Broker-Dealer, (2) a
                  Person participating in the distribution of the Exchange Notes
                  or (3) a Person who is an affiliate (as defined in Rule 144)
                  of the Company;

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

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

                        (D) the Registrar receives the following:

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

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

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act end 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
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.



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

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

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

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

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


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


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


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

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

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


                                       29
<PAGE>
            the Trustee shall cause the aggregate principal amount of the
            applicable Global Note to be reduced accordingly pursuant to Section
            2.06(h) hereof, and the Company shall execute and the Trustee shall
            authenticate and deliver to the Person designated in the
            instructions a Definitive Note in the appropriate principal amount.
            Any Definitive Note issued in exchange for a beneficial interest in
            a Restricted Global Note pursuant to this Section 2.06(c) shall be
            registered in such name or names and in such authorized denomination
            or denominations as the holder of such beneficial interest shall
            instruct the Registrar through instructions from the Depositary and
            the Participant or Indirect Participant. The Trustee shall deliver
            such Definitive Notes to the Persons in whose names such Notes are
            so registered. Any Definitive Note issued in exchange for a
            beneficial interest in a Restricted Global Note pursuant to this
            Section 2.06(c)(i) shall bear the Private Placement Legend and shall
            be subject to all restrictions on transfer contained therein.

                  (ii) 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 Registered Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

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

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

                        (D) the Registrar receives the following:

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

                              (2) if the holder of such beneficial interest in a
                        Restricted Global Note proposes to transfer such
                        beneficial interest to a Person who shall take delivery
                        thereof in the form of a Definitive Note that does not



                                       30
<PAGE>
                        bear the Private Placement Legend, a certificate from
                        such holder in the form of Exhibit B hereto, including
                        the certifications in item (4) thereof;

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

                  (iii) 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)(ii) hereof, the Trustee shall cause the
            aggregate principal amount of the applicable Global Note to be
            reduced accordingly pursuant to Section 2.06(h) hereof, and the
            Company shall execute and the Trustee shall authenticate and deliver
            to the Person designated in the instructions a Definitive Note in
            the appropriate principal amount. Any Definitive Note issued in
            exchange for a beneficial interest pursuant to this Section
            2.06(c)(iii) 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 pursuant to this
            Section 2.06(c)(iii) shall not bear the Private Placement Legend.

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

                  (i) 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


                                       31
<PAGE>
                  Rule 904, a certificate to the effect set forth in Exhibit B
                  hereto, including the certifications in item (2) thereof;

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


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

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

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

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

                  (ii) 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 Registered Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

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



                                       32
<PAGE>
                        (C) such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                        (D) the Registrar receives the following:

                              (1) 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 (l)(c) thereof; or

                              (2) 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)(ii), the Trustee shall cancel the Definitive
            Notes and increase or cause to be increased the aggregate principal
            amount of the Unrestricted Global Note.

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

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

                  (e) Transfer and Exchange of Definitive Notes for Definitive
            Notes.

            Upon request by a Holder of Definitive Notes and such Holder's
compliance with the provisions of this Section 2.06(e), the Registrar shall
register the transfer or exchange of Definitive Notes. Prior to such
registration of transfer or exchange, the requesting Holder shall


                                       33
<PAGE>
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 his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.06(e).

            (i) 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.


            (ii) 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
            Registered Exchange Offer in accordance with the Registration Rights
            Agreement and the Holder, in the case of an exchange, or the
            transferee, in the case of a transfer, certifies in the applicable
            Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a
            Person participating in the distribution of the Exchange Notes or
            (3) a Person who is an affiliate (as defined in Rule 144) of the
            Company;

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

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

                  (D) the Registrar receives the following:



                                       34
<PAGE>
                        (1) if the Holder of such Restricted Definitive Notes
                  proposes to exchange such Notes for an Unrestricted Definitive
                  Note, a certificate from such Holder in the form of Exhibit C
                  hereto, including the certifications in item (1)(d) thereof;
                  or

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


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

            (iii) 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) Registered Exchange Offer.

            Upon the occurrence of the Registered Exchange Offer in accordance
with the Registration Rights Agreement, the Company shall issue and, upon
receipt of an Authentication Order in accordance with Section 2.02 hereof, the
Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal or via the Depositary's
book-entry system that (x) they are not Broker-Dealers, (y) they are not
participating in a distribution of the Exchange Notes and (z) they are not
affiliates (as defined in Rule 144) of the Company, and accepted for exchange in
the Registered Exchange Offer and (ii) Definitive Notes in an aggregate
principal amount equal to the principal amount of the Restricted Definitive
Notes accepted for exchange in the Registered Exchange Offer. Concurrently with
the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and make available
for delivery to the Persons designated by the Holders of beneficial interests in
Restricted Global Notes and Restricted Definitive Notes so accepted Definitive
Notes in the appropriate principal amount.

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

            (i) Private Placement Legend.



                                       35
<PAGE>
            (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 AND THE SUBSIDIARY GUARANTEES ENDORSED HEREON HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
      ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER
      THIS SECURITY, THE SUBSIDIARY GUARANTEES ENDORSED HEREON 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,
      SUCH REGISTRATION."

      "THE HOLDER OF THIS SECURITY AND THE SUBSIDIARY GUARANTEES ENDORSED HEREON
      BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
      SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
      WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
      THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
      OWNER OF THIS SECURITY AND THE SUBSIDIARY GUARANTEES ENDORSED HEREON (OR
      ANY PREDECESSOR OF SUCH SECURITY AND THE SUBSIDIARY GUARANTEES ENDORSED
      HEREON), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT
      THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG
      AS THE SECURITIES AND THE SUBSIDIARY GUARANTEES ENDORSED HEREON ARE
      ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE
      144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL
      BUYER" AS DEFINED IN RULE 144A 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 THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING
      OF REGULATION S UNDER THE SECURITIES ACT, (E) TO AN "ACCREDITED INVESTOR"
      WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES
      ACT THAT IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY
      FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED
      INVESTOR, IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF
      $250,000, 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 ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
      TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
      CLAUSES (D), (E) OR (F) TO REQUIRE THE


                                       36
<PAGE>
      DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION
      SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST
      OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

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

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

      "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
      GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE
      BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY
      CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON
      AS MAY BE REQUIRED PURSUANT TO THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
      EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE
      INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
      CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
      GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR
      WRITTEN CONSENT OF THE COMPANY."

      "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
      DEFINITIVE FORM, THIS SECURITY 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."

            (h) Cancellation and/or Adjustment of Global Notes.



                                       37
<PAGE>
            At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance
with Section 2.11 hereof. At any time prior to such cancellation, if any
beneficial interest in a Global Note is exchanged for or transferred to a Person
who will take delivery thereof in the form of a beneficial interest in another
Global Note or for Definitive Notes, the principal amount of Notes represented
by such Global Note shall be reduced accordingly and an endorsement shall be
made on such Global Note by the Trustee or by the Depositary at the direction of
the Trustee to reflect such reduction; and if the beneficial interest is being
exchanged for or transferred to a Person who will take delivery thereof in the
form of a beneficial interest in another Global Note, such other Global Note
shall be increased accordingly and an endorsement shall be made on such Global
Note by the Trustee or by the Depositary at the direction of the Trustee to
reflect such increase.

            (i) General Provisions Relating to Transfers and Exchanges.

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

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

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

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

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

            (vi) Prior to due presentment for the registration of a transfer of
      any Note, the Trustee, any Agent and the Company may deem and treat the
      Person in whose name any


                                       38
<PAGE>
      Note is registered as the absolute owner of such Note for the purpose of
      receiving payment of principal of and interest on such Notes and for all
      other purposes, and none of the Trustee, any Agent or the Company shall be
      affected by notice to the contrary.

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

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

SECTION 2.07 Replacement Notes.

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

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

SECTION 2.08 Outstanding Notes.

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

            If a Note is replaced pursuant to Section 2.07 hereof, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser or 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 shall be deemed to be no longer outstanding and shall cease to accrue
interest.



                                       39
<PAGE>
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 by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

SECTION 2.10 Temporary Notes.

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

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

SECTION 2.11 Cancellation.

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

SECTION 2.12 Defaulted Interest.

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



                                       40
<PAGE>
SECTION 2.13 CUSIP Numbers.


            The Company in issuing the Notes may use "CUSIP" numbers (if then
generally in use), and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or the
omission of such numbers. The Company will promptly notify the Trustee of any
change in the CUSIP numbers.

                                   ARTICLE 3.
                            REDEMPTION AND PREPAYMENT

SECTION 3.01 Notices to Trustee.

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

SECTION 3.02 Selection of Notes to be Redeemed.

            If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased among the Holders of the Notes in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not so listed, on a pro rata basis, by lot or in
accordance with any other method the Trustee considers fair and appropriate. In
the event of partial redemption by lot, the particular Notes to be redeemed
shall be selected, unless otherwise provided herein, not less than 30 nor more
than 60 days prior to the redemption date by the Trustee from the outstanding
Notes not previously called for redemption.

            The Trustee shall promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected shall be in amounts of $1,000 or whole multiples of $1,000;
except that if all of the Notes of a Holder are to be redeemed, the entire
outstanding amount of Notes held by such Holder, even if not a multiple of
$1,000, shall be redeemed. Except as provided in the preceding sentence,
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

SECTION 3.03 Notice of Redemption.

            Subject to the provisions of Section 3.09 hereof, at least 30 days
but not more than 60 days before a redemption date, the Company shall mail or
cause to be mailed, by first class mail, a notice of redemption to each Holder
whose Notes are to be redeemed at its registered address.



                                       41
<PAGE>
            The notice shall identify the Notes to be redeemed and shall state:

            (a) the redemption date;

            (b) the redemption price;

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

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

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

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

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

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

            At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall 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 Price.

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

            If the Company complies with the provisions of the preceding
paragraph, on and after the redemption date, interest shall cease to accrue on
the Notes or the portions of Notes


                                       42
<PAGE>
called for redemption. If a Note is redeemed on or after an interest record date
but on or prior to the related interest payment date, then any accrued and
unpaid interest shall be paid to the Person in whose name such Note was
registered at the close of business on such record date. If any Note called for
redemption shall not be so paid upon surrender for redemption because of the
failure of the Company to comply with the preceding paragraph, interest shall be
paid on the unpaid principal, from the redemption date until such principal is
paid, and to the extent lawful on any interest not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.

SECTION 3.06 Notes Redeemed in Part.

            Upon surrender of a Note that is redeemed in part, the Company shall
issue and, upon receipt of the Company's written request, the Trustee shall, as
soon as practicable, authenticate for the Holder at the expense of the Company a
new Note equal in principal amount to the unredeemed portion of the Note
surrendered.

SECTION 3.07 Optional Redemption.

            (a) Except as set forth in subparagraphs (b) and (c) of this Section
3.07, the Notes will not be redeemable at the Company's option prior to November
15, 2008. Thereafter, the Notes will be subject to redemption at any time at the
option of the Company, in whole or in part, 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 Registration
Default Damages thereon, if any, to the applicable redemption date, if redeemed
during the twelve-month period beginning on November 15 of the years indicated
below:

<TABLE>
<CAPTION>
Year                                       Percentage
-----                                      ----------
<S>                                        <C>
2008.................................      103.313%
2009.................................      102.208%
2010.................................      101.104%
2011 and thereafter..................      100.000%
</TABLE>
            (b) At any time prior to November 15, 2006, the Company may redeem
up to 35% of the aggregate principal amount of Notes (calculated after giving
effect to any issuance of Additional Notes) issued under the Indenture with the
Net Cash Proceeds of one or more Equity Offerings at a redemption price of
106.625% of the principal amount thereof, plus accrued and unpaid interest and
Registration Default Damages, if any, to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided that:

            (1) there is a Public Market at the time of such redemption;

            (2) at least 65% of the original principal amount of the Notes
      (calculated after giving effect to any issuance of Additional Notes)
      issued under the Indenture remains outstanding after each such redemption;
      and



                                       43
<PAGE>



         (3) the redemption occurs within 60 days after the closing of such
Equity Offering.

         If the optional redemption date is on or after an interest record date
and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business on such record date, and no additional
interest will be payable to holders whose Notes will be subject to redemption by
the Company.

         (c) At any time prior to November 15, 2008, the Notes may be redeemed
or purchased, by or on behalf of the Company, in whole or in part, at the
Company's option, upon not less than 30 nor more than 60 days notice, at a
redemption or purchase price equal to 100% of the principal amount thereof plus
the Applicable Premium plus accrued and unpaid interest, if any, to the
redemption or purchase date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

         "Applicable Premium" means, with respect to a Note at any Redemption
Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the
excess of (A) the present value at such time of (1) the redemption price of such
Note at November 15, 2008 (such redemption price being set forth in the table
above) plus (2) all required interest payments due on such Note through November
15, 2008, computed using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the principal amount of such Note.

         "Treasury Rate" means the yield to maturity at the time of computation
of United States Treasury securities with a constant maturity (as compiled and
published in the most recent Federal Reserve Statistical Release H.15 (519)
which has become publicly available at least two business days prior to the
Redemption Date (or, if such Statistical Release is no longer published, any
publicly available source or similar market data)) most nearly equal to the
period from the Redemption Date to November 15, 2008; provided, however, that if
the period from the Redemption Date to November 15, 2008 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to November 15, 2008
is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

         (d) 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 Company shall not be required to make mandatory redemption or
sinking fiend payments with respect to the Notes.

                                       44
<PAGE>
SECTION 3.09 Offer to Repurchase by Application of Excess Proceeds.

         In the event that, pursuant to Section 4.10 hereof, the Company shall
be required to commence an Asset Sale Offer, it shall follow the procedures
specified below.

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

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

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

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

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

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

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

         (e) that Holders electing to have a Note purchased pursuant to an Asset
Sale Offer may only elect to have all of such Note purchased and may not elect
to have only a portion of such Note purchased;

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

                                       45
<PAGE>
         (g) that Holders shall be entitled to withdraw their election if the
Company, the depositary or the Paying Agent, as the case may be, receives, not
later than the expiration of the Offer Period, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Note the Holder delivered for purchase and a statement that such
Holder is withdrawing his election to have such Note purchased;

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

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

         On or before 10:00 a.m. on the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount or portions thereof tendered pursuant to the Asset Sale Offer,
or if less than the Offer Amount has been tendered, all Notes tendered, and
shall deliver to the Trustee an Officers' Certificate stating that such Notes or
portions thereof were accepted for payment by the Company in accordance with the
terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as
the case may be, shall promptly (but in any case not later than five days after
the Purchase Date) mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes tendered by such Holder and accepted by the
Company for purchase, and the Company shall promptly issue a new Note, and the
Trustee, upon written request from the Company shall authenticate and mail or
deliver such new Note to such Holder, in a principal amount equal to any
unpurchased portion of the Note surrendered. Any Note not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Sale Offer on the Purchase
Date.

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

                                   ARTICLE 4.
                                    COVENANTS

SECTION 4.01 Payment of Notes.

         The Company shall pay or cause to be paid the principal of, premium, if
any, and interest and Registration Default Damages, if any, on the Notes on the
dates and in the manner provided in the Notes. Principal, premium, if any, and
interest and Registration Default Damages, if any, shall be considered paid on
the date due if the Paying Agent, if other than the Company or a Subsidiary
thereof, (i) holds as of 10:00 a.m. Eastern Time on the due date money deposited
by the Company in immediately available funds and designated for and sufficient
to pay all principal, premium, if any, and interest and Registration Default
Damages, if any, then due and (ii) is not prohibited from paying such money to
the Holders pursuant to the terms of this

                                       46
<PAGE>
Indenture or the Notes. The Company shall pay all Registration Default Damages,
if any, in the same manner on the dates and in the amounts set forth in the
Registration Rights Agreement.

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

SECTION 4.02 Maintenance of Office or Agency.

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

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

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

SECTION 4.03 Reports.

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

            (1) all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the
Company were required to file such Forms, including a "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and, with respect
to the annual information only, a report on the annual financial statements by
the Company's certified independent accountants; and

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

                                       47
<PAGE>
         In addition, whether or not required by the SEC, the Company shall file
a copy of all of the information and reports referred to in clauses (1) and (2)
above with the SEC for public availability within the time periods specified in
the SEC's rules and regulations (unless the SEC will not accept such a filing)
and make such information available to securities analysts and prospective
investors upon request.

SECTION 4.04 Compliance Certificate.

         (a) The Company and each Guarantor shall (to the extent that such
Guarantor is so required under the TIA) 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 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 is not in default in the
performance or observance of any of the terms, provisions and conditions of this
Indenture (or, if a Default or Event of Default shall have occurred, describing
all such Defaults or Events of Default of which he or she may have knowledge and
what action 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. For purposes of this paragraph, such compliance shall
be determined without regard to any period of grace or requirement of notice
provided under this Indenture.

         (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 hereof shall be accompanied by a
written statement of the Company's independent public accountants (who shall be
a firm of established national reputation) that in making the examination
necessary for certification of such financial statements, nothing has come to
their attention that would lead them to believe that the Company has violated
any provisions of Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

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

SECTION 4.05 Taxes.

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

                                       48
<PAGE>
SECTION 4.06 Stay, Extension and Usury Laws.

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

SECTION 4.07 Restricted Payments.

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

            (1) declare or pay any dividend or make any other payment or
distribution on account of the Company's Equity Interests (including, without
limitation, any payment in connection with any merger or consolidation involving
the Company) or to the direct or indirect holders of the Company's Equity
Interests in their capacity as such (other than dividends or distributions
payable in Equity Interests (other than Disqualified Stock) 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, in each case held by Persons other than the
Company or a Restricted Subsidiary 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 that is
subordinated to the Notes or the Subsidiary Guarantees, except a payment of
interest or principal at the Stated Maturity thereof; or

            (4) make any Restricted Investment (all such payments and other
actions set forth in clauses (1) through (4) above being collectively referred
to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

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

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

                                       49
<PAGE>
            (3) such Restricted Payment, together with the aggregate amount of
all other Restricted Payments made by the Company and its Restricted
Subsidiaries after the date hereof (excluding Restricted Payments permitted by
clause (2), (3) or (4) of the next succeeding paragraph), 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 December 29, 2002 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 hereof 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 Disqualified Stock or 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 hereof 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.

         So long as no Default has occurred and is continuing or would be caused
thereby, the preceding provisions shall not prohibit:

            (1) the payment of any dividend within 60 days after the date of
declaration thereof, if at said date of declaration such payment would have
complied with the provisions of this Indenture;

            (2) the redemption, repurchase, retirement, defeasance or other
acquisition of any subordinated Indebtedness of the Company or any of its
Restricted Subsidiaries or any Equity Interests of the Company or any of its
Restricted Subsidiaries in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Restricted Subsidiary of the
Company) of, Equity Interests of the Company (other than Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (3)(b) of the preceding paragraph;

            (3) the redemption, repurchase, retirement, defeasance or other
acquisition of subordinated Indebtedness or Disqualified Stock of the Company or
any of its Restricted Subsidiaries with the net cash proceeds from an incurrence
of Permitted Refinancing Indebtedness;

            (4) the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of the Company or any Restricted Subsidiary of
the Company held by any member of the Company's (or any of its Restricted
Subsidiaries') management pursuant to any management equity subscription
agreement or stock option agreement; provided that the

                                       50
<PAGE>
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $5.0 million in any twelve-month period.

            (5) Restricted Payments in an amount not to exceed $50.0 million;
provided that the amount of such Restricted Payments will be included in the
calculation of the amount of Restricted Payments.

         The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment.
The fair market value of any assets or securities that are required to be valued
by this covenant shall be determined in good faith by the Board of Directors
whose resolution with respect thereto shall be delivered to the Trustee. Not
later than the date of making any Restricted Payment other than payments
pursuant to paragraphs (2), (3), (4) or (5) of the preceding paragraph, the
Company shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 4.07 were computed.

         Notwithstanding the foregoing, if any payment is made pursuant to the
second paragraph of this covenant and at the time of such payment there was a
Default (other than any Default caused thereby) that had occurred and was
continuing, then such payment shall not cause a Default under this covenant if
the pre-existing Default shall have been cured or waived prior to such Default
becoming an Event of Default.

         The Board of Directors may designate any Restricted Subsidiary to be an
Unrestricted Subsidiary if the designation would not cause a Default. All
outstanding Investments owned by the Company and its Restricted Subsidiaries in
the designated Unrestricted Subsidiary will be treated as an Investment made at
the time of the designation and will reduce the amount available for Restricted
Payments under the first paragraph of this Section 4.07 or Permitted
Investments, as applicable. All such outstanding Investments will be treated as
Restricted Investments equal to the fair market value of such Investments at the
time of the designation. The designation shall not be permitted if such
Restricted Payment would not be permitted at that time and if such Restricted
Subsidiary does not otherwise meet 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.

SECTION 4.08 Dividend and Other Payment Restrictions Affecting Subsidiaries.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or permit to exist or become
effective any 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 the Company's 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 the Company Restricted
Subsidiaries;

                                       51
<PAGE>
            (2) make loans or advances to the Company or any of the Company's
Restricted Subsidiaries; or

            (3) transfer any of its properties or assets to the Company or any
of the Company's Restricted Subsidiaries.

         However, the preceding restrictions shall not apply to encumbrances or
restrictions existing under or by reason of:

            (1) Existing Indebtedness as in effect on the date hereof and any
amendments, modifications, restatements, renewals, increases, supplements,
refundings, replacements or refinancings thereof, provided that such amendments,
modifications, restatements, renewals, increases, supplements, refundings,
replacement or refinancings are no more restrictive, taken as a whole, with
respect to such dividend and other payment restrictions than those contained in
such Existing Indebtedness, as in effect on the date hereof;

            (2) this Indenture, the Series A Notes, the Subsidiary Guarantees,
the Series B Notes and the Guarantees thereof;

            (3) applicable law;

            (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
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 leases, licenses,
contracts and other agreements entered into in the ordinary course of business
and consistent with past practices;

            (6) purchase money obligations for property acquired in the ordinary
course of business that impose restrictions on the property so acquired of the
nature described in clause (3) of the preceding paragraph;

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

            (8) Permitted Refinancing Indebtedness, provided that the
restrictions contained in the agreements governing such Permitted Refinancing
Indebtedness are no more restrictive, taken as a whole, than those contained in
the agreements governing the Indebtedness being refinanced;

                                       52
<PAGE>
            (9) Liens securing Indebtedness otherwise permitted to be incurred
pursuant to Section 4.12 hereof that limit the right of the Company or any of
its Restricted Subsidiaries to dispose of the assets subject to such Lien;

            (10) provisions with respect to the disposition or distribution of
assets or property in joint venture agreements and other similar agreements
entered into in the ordinary course of business;

            (11) customary provisions under Indebtedness of any Foreign
Subsidiary permitted to be incurred under this Indenture;

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

            (13) restrictions created in connection with a Qualified
Securitization Transaction.

SECTION 4.09 Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
or otherwise become directly or indirectly liable, contingently or otherwise,
with respect to (collectively, "incur") any Indebtedness (including Acquired
Debt), and the Company shall not issue any Disqualified Stock and shall not
permit any of its Restricted Subsidiaries that is not a Guarantor to issue any
shares of preferred stock; provided, however, that the Company and any of the
Guarantors may incur Indebtedness (including Acquired Debt) or issue
Disqualified Stock, and the Company's Guarantors may issue preferred stock, 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 preferred stock is issued would have been at least
2.0 to 1.0, determined on a pro forma basis (including a pro forma application
of the net proceeds therefrom) as if the additional Indebtedness had been
incurred, or the Disqualified Stock or preferred stock had been issued, as the
case may be, at the beginning of such four-quarter period.

         The first paragraph of this covenant shall 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
Indebtedness and letters of credit under the Credit Facility in an aggregate
principal amount (with letters of credit being deemed to have a principal amount
equal to the maximum potential liability of the Company and its Restricted
Subsidiaries thereunder) not to exceed an amount equal to $1.45 billion,
including all Permitted Refinancing Indebtedness incurred pursuant to clause (5)
of this paragraph to refund, refinance or replace any Indebtedness incurred
pursuant to this clause (1), less the aggregate amount of all Net Proceeds of
Asset Sales applied by the Company or any of its Restricted Subsidiaries to
repay term Indebtedness under the Credit Facility or to reduce commitments with
respect to revolving credit borrowings under the Credit Facility pursuant to
Section 4.10 hereof;

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

            (3) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Series A Notes, the Subsidiary Guarantees, the Series B Notes
and the Guarantees thereof;

            (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 construction or
improvement of property, plant or equipment used in the business of the Company
or such Restricted Subsidiary, or in respect of a sale and leaseback
transaction, in an aggregate principal amount, including all Permitted
Refinancing Indebtedness incurred pursuant to clause (5) of this paragraph to
refund, refinance or replace any Indebtedness incurred pursuant to this clause
(4), not to exceed $20.0 million at any time outstanding;

            (5) the incurrence by the Company or any of its Restricted
Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net
proceeds of which are used to refund, refinance or replace, Indebtedness (other
than intercompany Indebtedness) that is either Existing Indebtedness or that was
permitted to be incurred by this Indenture;

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

               (a) if the Company or any Guarantor is the obligor on such
Indebtedness, and such Indebtedness is held by a Restricted Subsidiary that is
not a Guarantor, such Indebtedness must be expressly subordinated to the prior
payment in full in cash of all Obligations with respect to the Notes, in the
case of the Company, or the Subsidiary Guarantee of such Guarantor, in the case
of a Guarantor; and

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

            (7) the incurrence by the Company or any of its Restricted
Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing
or hedging (a) interest rate risk with respect to any floating rate Indebtedness
that is permitted by the terms of this Indenture to be outstanding or (b)
exchange rate risk or raw materials price risk;

            (8) the guarantee by the Company or any of its Restricted
Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the
Company that was permitted to be incurred by another provision of this covenant;

                                       54
<PAGE>
            (9) the incurrence by any of the Company's Foreign Subsidiaries of
Indebtedness in an aggregate principal amount, including all Permitted
Refinancing Indebtedness incurred pursuant to clause (5) of this paragraph to
refund, refinance or replace any Indebtedness incurred pursuant to this clause
(9), not to exceed $60.0 million at any time outstanding;

            (10) the incurrence by a Securitization Entity of Indebtedness in a
Qualified Securitization Transaction that is Non-Recourse Debt with respect to
the Company and its other Restricted Subsidiaries (except for Standard
Securitization Undertakings); and

            (11) 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 refund, refinance or replace any
Indebtedness incurred pursuant to this clause (11), not to exceed $75.0 million.

         For purposes of determining compliance with this covenant, 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 (11) above, or is
entitled to be incurred pursuant to the first paragraph of this covenant, the
Company shall be permitted to classify such item of Indebtedness on the date of
its incurrence (or later reclassify such Indebtedness in whole or in part) in
any manner that complies with this covenant. In addition, the accrual of
interest, accretion or amortization of original issue discount, the payment of
interest on any Indebtedness in the form of additional Indebtedness with the
same terms, and the payment of dividends on Disqualified Stock in the form of
additional shares of the same class of Disqualified Stock will not be treated as
an incurrence of Indebtedness; provided, in each such case, that the amount
thereof is included in Fixed Charges of the Company as accrued. Notwithstanding
the foregoing, any Indebtedness outstanding pursuant to the Credit Facility on
the date hereof will be deemed to have been incurred pursuant to clause (1) of
the definition of Permitted Debt.

SECTION 4.10 Offer to Repurchase by Application of Excess Proceeds of Asset
Sales.

         The Company shall not, and shall 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 such Asset Sale at least equal to the fair
market value of the assets or Equity Interests issued or sold or otherwise
disposed of, as determined in good faith by the Company's Board of Directors;
and

            (2) either:

               (a) the Company (or the Restricted Subsidiary, as the case may
be) issues Equity Interests or transfers assets in an exchange in connection
with which the Company receives an opinion of counsel that such exchange should
qualify under the provisions of Section 351 or Section 368 of the United States
Internal Revenue Code of 1986, as amended; or

                                       55
<PAGE>
               (b) at least 75% of the consideration therefor received by the
Company or such Restricted Subsidiary is in the form of cash or Cash
Equivalents. For purposes of this provision, each of the following shall be
deemed to be cash:

                  (i) any liabilities (as shown on the Company's or such
Restricted Subsidiary's most recent 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 Subsidiary Guarantee) that
are assumed by the transferee of any such assets; and

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

                  (iii) any Designated Noncash Consideration received by the
Company or any of its Restricted Subsidiaries in such Asset Sale having an
aggregate fair market value, taken together with all other Designated Noncash
Consideration received pursuant to this clause (iii) that is at that time
outstanding, not to exceed the greater of (x) $75.0 million or (y) 5% of
Consolidated Net Tangible Assets at the time of the receipt of such Designated
Noncash Consideration (with the fair market value of each item of Designated
Noncash Consideration being measured at the time received and without giving
effect to subsequent changes in value), shall be deemed to be cash for purposes
of this provision and for no other purpose.

         Within 360 days after the receipt of any Net Proceeds from an Asset
Sale, the Company may apply such Net Proceeds at its option:

            (1) to repay Senior Debt (and to effect a corresponding commitment
reduction if such Senior Debt is revolving credit borrowings);

            (2) to acquire all or substantially all of the assets of, or a
majority of the Voting Stock of, another Related Business;

            (3) to make a capital expenditure; and/or

            (4) to acquire other long-term assets that are used or useful in a
Related Business.

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

         Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the preceding paragraph will constitute Excess Proceeds. When the
aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall
make an Asset Sale Offer to all Holders of Notes and all holders of other
Indebtedness that is pari passu with the Notes containing provisions similar to
those set forth in Section 3.09 hereof with respect to offers to purchase or
redeem with the proceeds of sales of assets to purchase the maximum principal
amount of Notes and such other pari passu Indebtedness that may be purchased out
of the Excess Proceeds. The

                                       56
<PAGE>
offer price in any Asset Sale Offer shall be equal to 100% of principal amount
plus accrued and unpaid interest and Registration Default Damages, if any, to
the date of purchase, and will be payable in cash. If any Excess Proceeds remain
after consummation 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 in 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 as set forth below. Upon completion of each Asset
Sale Offer, the amount of Excess Proceeds shall be reset at zero.

SECTION 4.11 Transactions With Affiliates.

         The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (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
$10.0 million, a resolution of the Board of Directors set forth in an Officers'
Certificate certifying that such Affiliate Transaction complies with this
covenant and that such Affiliate Transaction has been approved by a majority of
the disinterested members of the Board of Directors; and

               (b) with respect to any Affiliate Transaction or series of
related Affiliate Transactions involving aggregate consideration in excess of
$25.0 million, an opinion as to the fairness to the Holders of such Affiliate
Transaction from a financial point of view issued by an accounting, appraisal or
investment banking firm of national standing.

         The following items shall not be deemed to be Affiliate Transactions
and, therefore, will not be subject to the provisions of the prior paragraph:

            (1) any employment, consulting or similar agreement (including any
loan, but not any forgiveness thereof) entered into by the Company or any of its
Restricted Subsidiaries in the ordinary course of business or any payment of
directors' and officers' insurance premiums;

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

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<PAGE>
            (3) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company;

            (4) dividends on or any repurchases of any shares of any series or
class of equity securities of the Company;

            (5) Restricted Payments that are permitted by the provisions of
Section 4.07 hereof;

            (6) any merger between or among the Company or any of its Restricted
Subsidiaries solely for the purpose of reincorporating the Company or such
Restricted Subsidiary in another jurisdiction for tax purposes; and

            (7) transactions in connection with a Qualified Securitization
Transaction or an industrial revenue bond financing.

SECTION 4.12 Liens.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, (1) assign or convey any right to receive income on any
asset now owned or hereafter acquired or (2) create, incur, assume or suffer to
exist any Lien of any kind securing Indebtedness or trade payables on any asset
now owned or hereafter acquired or on any income or profits therefrom except
Permitted Liens, unless the Notes and the Subsidiary Guarantees, as applicable,
are either (i) secured by a Lien on such property, assets, income or profits
that is senior in priority to the Lien securing such other Obligations, if such
Obligations are subordinated in right of payment to the Notes and/or the
Subsidiary Guarantees or (ii) equally and ratably secured by a Lien on such
property, assets, income or profits with the Lien securing such other
Obligations, if such Obligations are pari passu in right of payment with the
Notes.

SECTION 4.13 [Intentionally Omitted].

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 (i) its
corporate existence, and the corporate, limited liability company, 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 (ii) 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, limited liability company,
partnership or other existence of any of its Subsidiaries, if the Board of
Directors shall determine that the preservation thereof is no longer desirable
in the conduct of the business of the Company and its Subsidiaries, taken as a
whole, and that the loss thereof is not adverse in any material respect to the
Holders of the Notes.

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SECTION 4.15 Offer to Repurchase Upon Change of Control.

            (a) If a Change of Control occurs, each Holder of Notes shall have
the right to require the Company to repurchase all or any part (equal to $1,000
or an integral multiple thereof) of that Holder's Notes pursuant to the Change
of Control Offer. In the Change of Control Offer, the Company shall offer a
Change of Control Payment in cash equal to 101% of the aggregate principal
amount of Notes repurchased plus accrued and unpaid interest and Registration
Default Damages thereon, if any, to the date of purchase. Within 30 days
following any Change of Control, the Company shall mail a notice to each Holder
describing the transaction or transactions that constitute the Change of Control
and offering to repurchase Notes on the Change of Control Payment Date specified
in such notice, pursuant to the procedures required by this Indenture and
described in such notice. The Company shall comply with the requirements of Rule
14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control.

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

               (1) accept for payment all Notes or portions thereof 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 thereof so 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 thereof being purchased by the Company.

         The Paying Agent shall promptly mail to each Holder of Notes so
tendered the Change of Control Payment for such Notes, and the Trustee shall
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; provided that each such new Note will be in a
principal amount of $1,000 or an integral multiple thereof.

         Prior to complying with any of the provisions of this "Change of
Control" covenant, but in any event within 90 days following a Change of
Control, the Company shall either repay all outstanding Senior Debt or obtain
the requisite consents, if any, under all agreements governing outstanding
Senior Debt to permit the repurchase of Notes required by this covenant. The
Company shall publicly announce the results of the Change of Control Offer on or
as soon as practicable after the Change of Control Payment Date.

         (c) Notwithstanding anything to the contrary in this Section 4.15, the
Company shall not be required to make a Change of Control Offer upon the
occurrence of a Change of Control if a third party makes the Change of Control
Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Section 4.15, and purchases all Notes validly
tendered and not withdrawn under such Change of Control Offer.

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<PAGE>
SECTION 4.16 No Senior Subordinated Debt.

         The Company shall not incur, create, issue, assume, guarantee or
otherwise become liable for any Indebtedness that is subordinate or junior in
right of payment to any Senior Debt of the Company and senior in any respect in
right of payment to the Notes. No Guarantor shall incur, create, issue, assume,
guarantee or otherwise become liable for any Indebtedness that is subordinate or
junior in right of payment to any Senior Debt of such Guarantor and senior in
any respect in right of payment to such Guarantor's Subsidiary Guarantee.

SECTION 4.17 Additional Subsidiary Guarantees.

         If, after the date hereof, the Company, Holdco or any of their Domestic
Restricted Subsidiaries (other than Custom and Sanford) acquires or creates
another Domestic Restricted Subsidiary, then that newly acquired or created
Domestic Restricted Subsidiary shall, within 10 Business Days of the date on
which it was acquired or created, execute a supplemental indenture or other
instrument evidencing its Subsidiary Guarantee, in either case in form
satisfactory to the Trustee, and deliver an Opinion of Counsel to the Trustee,
provided that, if the initial investment in or purchase price of such new
Domestic Restricted Subsidiary is less than $1.0 million, such Domestic
Restricted Subsidiary shall not be required to be a Guarantor unless and until
the financial statements delivered to the Trustee for each fiscal year of the
Company pursuant to Section 4.03 show the tangible net worth of such new
Domestic Restricted Subsidiary to be more than $1.0 million.

SECTION 4.18 Payments for Consent.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, pay or cause to be paid any consideration to or for the
benefit of any Holder of Notes for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Notes
unless such consideration is offered to be paid and is paid to all Holders of
the Notes that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or agreement.

SECTION 4.19 Covenant Suspension.

         During any period of time that the Notes have achieved an Investment
Grade Rating from both Rating Agencies, the Company and its Restricted
Subsidiaries will not be subject to the covenants under Sections 4.07, 4.08,
4.09, 4.10, 4.11 and 4.15 hereof (collectively, the "Suspended Covenants"). In
the event that the Company and the Restricted Subsidiaries are not subject to
the Suspended Covenants for any period of time as a result of the preceding
sentence and, subsequently, one of the Rating Agencies withdraws its ratings or
downgrades the rating assigned to the Notes so that the Notes no longer have
Investment Grade Ratings from both Rating Agencies or a Default or Event of
Default occurs and is continuing, then the Company and the Restricted
Subsidiaries will from such time and thereafter again be subject to the
Suspended Covenants and compliance with the Suspended Covenants with respect to
Restricted Payments made after the time of such withdrawal, Default or Event of
Default will be calculated in accordance with the terms of the covenant
described in Section 4.07 hereof as though such covenant had been in effect
during the entire period of time from the Issue Date.

                                       60
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SECTION 4.20 Registration Default Damages.

         If Registration Default Damages are payable by the Company pursuant to
Section 8 of the Registration Rights Agreement, the Company shall deliver to the
Paying Agent, if other than the Company or a Subsidiary thereof, a certificate
to that effect stating (i) the amount of such Registration Default Damages per
$1,000 principal amount of the Notes that are payable, (ii) the facts and
calculations supporting the determination of such amount and (iii) the date on
which such damages are payable. Unless and until a Responsible Officer of the
Trustee receives such a certificate, the Trustee may assume without inquiry that
no Registration Default Damages are payable.

                                   ARTICLE 5.
                                   SUCCESSORS

SECTION 5.01 Merger, Consolidation, or Sale of Assets.

         (a) The Company shall not, directly or indirectly: (1) consolidate or
merge with or into another Person (whether or not the Company is the surviving
corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all
or substantially all of its properties or assets, 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 shall have been made is a corporation organized or existing under
the laws of the United States, any state thereof or the District of Columbia;

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

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

            (4) except in the case of a merger entered into solely for the
purpose of reincorporating the Company or any Restricted Subsidiary in another
jurisdiction, the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company) shall, 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 the
first paragraph of Section 4.09 hereof.

         In addition, the Company shall not, directly or indirectly, lease all
or substantially all of its properties or assets, in one or more related
transactions, to any other Person. This Section 5.01 will not apply to a sale,
assignment, transfer, conveyance or other disposition of assets between or among
the Company and any Guarantor.

                                       61
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         (b) On and after the date that the Registered Exchange Offer to
exchange the Notes for notes that have been registered with the SEC has been
consummated, the Company will be permitted to effect a reorganization whereby
the Common Stock of the Company shall become owned by a corporation organized or
existing under the laws of the United States, any state thereof or the District
of Columbia ("Holdco"); provided that immediately after such transaction no
Default or Event of Default exists and, provided further that:

            (1) if the obligations of the Company under the Notes and the
Indenture remain those of the Company, then (A) Holdco shall, within 10 Business
Days of the date on which Holdco becomes the owner of the Common Stock of the
Company, execute a supplemental indenture or other instrument evidencing its
Guarantee of the Company's obligations under the Notes and this Indenture, in
either case in form satisfactory to the Trustee, and deliver an Opinion of
Counsel to the Trustee, (B) Holdco, the Company and each of Holdco's Restricted
Subsidiaries shall be subject to all of the covenants under Article 4 hereof,
and (C) all of the Subsidiaries of Holdco shall be Restricted Subsidiaries,
except for its Unrestricted Subsidiaries, and all of the existing and future
Domestic Restricted Subsidiaries of Holdco, except for the Company, Custom and
Sanford, shall be Guarantors in accordance with, and to the extent required by,
Section 4.17 hereof.

            (2) if the obligations of the Company under the Notes and the
Indenture are transferred and assigned to Holdco, then (A) Holdco shall assume
all the obligations and covenants of the Company under the Notes and this
Indenture, pursuant to agreements reasonably satisfactory to the Trustee, (B)
each of Holdco and its Restricted Subsidiaries, including the Company, shall be
subject to all of the covenants under Article 4 hereof, (C) the Company shall,
within 10 Business Days of the date on which Holdco assumes the obligations of
the Company under the Notes and this Indenture, execute a supplemental indenture
or other instrument evidencing its Guarantee of Holdco's obligations under the
Notes and this Indenture, in either case in form satisfactory to the Trustee,
and deliver an Opinion of Counsel to the Trustee, and (D) all of the
Subsidiaries of Holdco shall be Restricted Subsidiaries, except for its
Unrestricted Subsidiaries, and all of the existing and future Domestic
Restricted Subsidiaries of Holdco, except for Custom and Sanford, shall be
Guarantors in accordance with, and to the extent required by, Section 4.17
hereof.

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 accordance with 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 that meets the requirements of Section 5.01 hereof.

                                       62
<PAGE>
                                   ARTICLE 6.
                              DEFAULTS AND REMEDIES

SECTION 6.01 Events of Default.

         Each of the following is an Event of Default:

            (1) default for 30 days in the payment when due of interest on, or
Registration Default Damages with respect to, the Notes, whether or not
prohibited by Article 10 hereof;

            (2) default in payment when due of the principal of or premium, if
any, on the Notes, whether or not prohibited by Article 10 hereof;

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

            (4) failure by the Company or any of its Subsidiaries for 30 days
after notice to comply with Sections 4.07, 4.09, 4.10 or 4.15 hereof;

            (5) failure by the Company or any of its Subsidiaries for 60 days
after notice to comply with any of the other agreements in this Indenture;

            (6) default under any mortgage, indenture or instrument under which
there may be issued or by which there may be secured or evidenced any
Indebtedness for money borrowed by the Company or any of its Restricted
Subsidiaries (or the payment of which is guaranteed by the Company for any of
its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists,
or is created after the date hereof, if that default:

            (a) is caused by a failure to pay principal of or premium, if any,
      or interest 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 $20.0 million or more;

            (7) failure by the Company or any of its Subsidiaries to pay final
judgments aggregating in excess of $20.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days;

            (8) except as permitted by this Indenture, any Subsidiary
Guarantee(s) of any Guarantor that is a Significant Subsidiary or of any group
of Guarantors that collectively would constitute a Significant Subsidiary shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor that is a
Significant Subsidiary or any group of Guarantors that collectively would
constitute a Significant Subsidiary, or any Person acting on behalf of any such
Guarantor or group of Guarantors, shall deny or disaffirm the obligations of
each such Guarantor under its Subsidiary Guarantee; and

                                       63
<PAGE>
            (9) the Company or any of its Significant Subsidiaries:

            (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; or

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

            (a) is for relief against the Company or any of its Significant
      Subsidiaries;

            (b) appoints a custodian of the Company or any of its Significant
      Subsidiaries or for all or substantially all of the property of the
      Company or any of its Subsidiaries; or

            (c) orders the liquidation of the Company or any of its Significant
      Subsidiaries;

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

SECTION 6.02 Acceleration.

         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 immediately. Notwithstanding the
foregoing, if an Event of Default specified in clause (9) or (10) of Section
6.01 hereof occurs with respect to the Company, any Significant Subsidiary or
any group of Subsidiaries that, taken together, would constitute a Significant
Subsidiary, all outstanding Notes shall be due and payable immediately without
further action or notice. 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 rescind an acceleration 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 that has become due solely
because of the acceleration) have been cured or waived.

         If an Event of Default occurs on or after November 15, 2008 by reason
of any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding payment of the premium that the Company
would have had to pay if the Company then had elected to redeem the Notes
pursuant to Section 3.07 hereof, then, upon acceleration of the Notes, the
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee that 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 November 15, 2008 by reason of

                                       64
<PAGE>
any willful action (or inaction) taken (or not taken) by or on behalf of the
Company with the intention of avoiding the prohibition on redemption of the
Notes prior to November 15, 2008, then, upon acceleration of the Notes, the
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee that an additional premium shall also become and be
immediately due and payable in an amount, for each of the years beginning on
November 15 of the years set forth below, as set forth below (expressed as a
percentage of the aggregate principal amount to the date of payment that would
otherwise be due but for the provisions of this sentence):

<TABLE>
<CAPTION>
                 YEAR                                                                             PERCENTAGE
                 ----                                                                             ----------
<S>                                                                                               <C>
                 2003.................................................................             108.833%
                 2004.................................................................             107.729%
                 2005.................................................................             106.625%
                 2006.................................................................             105.521%
                 2007.................................................................             104.417%
</TABLE>

SECTION 6.03 Other Remedies.

         If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy to collect the payment of principal, premium, if any, and
interest and Registration Default Damages, if any, 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
payment of the principal of, premium and Registration Default 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

                                       65
<PAGE>
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 result in the incurrence of
liability by the Trustee.

SECTION 6.06 Limitation on Suits.

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

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

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

         (c) such Holder of a Note or Holders of Notes offer and, if requested,
provide to -the Trustee indemnity satisfactory to the Trustee against any loss,
liability or expense;

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

         (e) during such 60-day period the Holders of a majority in 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, the right of any
Holder of a Note to receive payment of principal, premium and Registration
Default Damages, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

SECTION 6.08 Collection Suit by Trustee.

         If an Event of Default specified in Section 6.01(1) or (2) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Company for the whole
amount of principal of, premium and Registration Default Damages, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.

                                       66

<PAGE>

SECTION 6.09 Trustee May File Proofs of Claim.

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

SECTION 6.10 Priorities.

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

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

            Second: to Holders of Notes for amounts due and unpaid on the Notes
for principal, premium and Registration Default 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 Registration Default
Damages, if any, and interest, respectively; and

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

            Until so applied, such payments shall be held in a separate account,
in trust, by the Trustee or invested by the Trustee at the written direction of
the Company. At such time as no Notes remain outstanding, any excess money held
by the Trustee shall be paid to the Company.

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


                                       67
<PAGE>
SECTION 6.11 Undertaking for Costs.

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

                                   ARTICLE 7.
                                     TRUSTEE

SECTION 7.01 Duties of Trustee.

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

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

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

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

            (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:

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

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

            (iii) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Sections 6.02, 6.04 or 6.05 hereof.


                                       68
<PAGE>
            (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), (c), (e) and (f) of this Section 7.01 and Section 7.02.

            (e) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or incur any liability. The Trustee shall be under
no obligation to exercise any of its rights and powers under this Indenture at
the request of any Holders, unless such Holder shall have offered to the Trustee
security and indemnity satisfactory to it against any loss, liability or
expense.

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

SECTION 7.02 Rights of Trustee.

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

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

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

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

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

            (f) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall 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) The Trustee shall not be required to give any bond or surety in
respect of the performance of its powers and duties hereunder.


                                       69
<PAGE>
            (h) Delivery of reports, information and documents to the Trustee
under Section 4.03 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 its covenants hereunder (as to which the
Trustee is entitled to rely exclusively on Officers' Certificates).

            (i) The Trustee shall not be charged with knowledge of any Defaults
or Events of Default unless either (1) a Trust Officer of the Trustee shall have
actual knowledge of such Default or Event of Default or (2) written notice of
such Default or Event of Default shall have been given to the Trustee by any
Holder or by the Company or any other obligor on the Notes or any holder of
Senior Debt or any representative thereof.

SECTION 7.03 Individual Rights of Trustee.

            The Trustee 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 or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

SECTION 7.04 Trustee's Disclaimer.

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

SECTION 7.05 Notice of Defaults.

            If a Default or Event of Default occurs and is continuing and if it
is known to the Trustee, the Trustee shall mail to Holders of Notes a notice of
the Default or Event of Default within 90 days after such Default or Event of
Default becomes known to the Trustee. Except in the case of a Default or Event
of Default in payment of principal of, premium, 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.

            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 shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with TIA Section 313(a) (but if no event described
in TIA Section 313(a) has occurred within the twelve months


                                       70
<PAGE>
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c).

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

SECTION 7.07 Compensation and Indemnity.

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

            The Company and the Guarantors shall jointly and severally indemnify
the Trustee and its agents, employees, officers, directors and shareholders for,
and hold same harmless against, any and all losses, liabilities or expenses
(including, without limitation, reasonable attorneys' fees and expenses)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense may be attributable to its negligence or bad
faith. The Trustee shall notify the Company promptly of any claim for which it
may seek indemnity. Failure by the Trustee to so notify the Company shall not
relieve the Company of its obligations hereunder. At the Trustee's sole
discretion, the Company shall defend the claim with counsel reasonably
satisfactory to the Trustee, and the Trustee shall cooperate in the defense at
the Company's expense. The Trustee may have separate counsel and the Company
shall pay the reasonable fees and expenses of such counsel. The Company need not
pay for any settlement made without its consent, which consent shall not be
unreasonably withheld.

            The obligations of the Company and the Guarantors under this Section
7.07 shall survive the resignation or removal of the Trustee and/or the
satisfaction and discharge or termination of this Indenture.

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

            When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01 (9) or (10) hereof occurs, the expenses and
the compensation for the


                                       71
<PAGE>
services (including the fees and expenses of its agents and counsel) are
intended to constitute expenses of administration under any Bankruptcy Law.

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

SECTION 7.08 Replacement of Trustee.

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

            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 Notes 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:

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

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

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

            (d) the Trustee becomes incapable of acting.

            If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall 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.

            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 Notes 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.

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

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have


                                       72
<PAGE>
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 shall continue for the benefit
of the retiring Trustee.

SECTION 7.09 Successor Trustee by Merger, etc.

            If the Trustee consolidates, merges or converts into, or transfers
all or substantially all of its corporate trust business to, another
corporation, the successor corporation without any further act shall be the
successor Trustee; provided that such corporation shall be eligible under this
Article 7 and TIA Section 310(a).

SECTION 7.10 Eligibility; Disqualification.

            There shall at all times be a Trustee hereunder that is a
corporation organized and doing business under the laws of the United States of
America or of any state thereof that is authorized under such laws to exercise
corporate trustee power, that is subject to supervision or examination by
federal or state authorities and that has a combined capital and surplus of at
least $100.0 million as set forth in its most recent published annual report of
condition.

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

SECTION 7.11 Preferential Collection of Claims Against Company.

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

                                   ARTICLE 8.
                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

SECTION 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

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

SECTION 8.02 Legal Defeasance and Discharge.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
deemed to have been discharged from their respective Obligations with respect to
all outstanding Notes on the date the conditions set forth below are satisfied
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness
represented by the outstanding Notes, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.05 hereof and the other
Sections of this Indenture referred to in (a)


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and (b) below, and to have satisfied all of its obligations under such Notes and
this Indenture (and the Trustee, on demand of and at the expense of the Company,
shall execute proper instruments acknowledging the same), except for the
following provisions which shall survive until otherwise terminated or
discharged hereunder: (a) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section 8.04, payments in respect of the principal of and
premium, interest and Registration Default Damages, if any, on such Notes when
such payments are due, (b) the Company's obligations with respect to such Notes
under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties
and immunities of the Trustee hereunder and the Company's obligations in
connection therewith and (d) this Article 8. Subject to compliance with this
Article 8, the Company may exercise its option under this Section 8.02
notwithstanding the prior exercise of its option under Section 8.03 hereof.

SECTION 8.03 Covenant Defeasance.

            Upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Company and each Guarantor shall, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, be
released from their respective obligations under the covenants contained in
Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.15, 4.16, 4.17 and 4.18
hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, Sections
6.01 (3) through 6.01 (8) hereof shall not constitute Events of Default.

SECTION 8.04 Conditions to Legal or Covenant Defeasance.

            The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

            In order to exercise either Legal Defeasance or Covenant Defeasance:

            (a) the Company must irrevocably deposit, with the Trustee, in
trust, for the benefit of the Holders, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts as will be
sufficient, in the opinion of a nationally recognized firm of independent public
accountants, to pay the principal of, premium, if any, and


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interest and Registration Default Damages on the outstanding Notes on the stated
maturity thereof or on the applicable redemption date, as the case may be, and
the Company must specify whether the Notes are being defeased to maturity or to
a particular redemption date;

            (b) in the case of Legal Defeasance, the Company must deliver to the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming
that the Company has received from, or there has been published by, the Internal
Revenue Service a ruling, or 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;

            (c) in the case of Covenant Defeasance, the Company must deliver to
the Trustee an Opinion of Counsel reasonably acceptable to the Trustee
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 such Holders 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;

            (d) 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) or insofar
as Events of Default from bankruptcy or insolvency events are concerned, at any
time in the period ending on the 91st day after the date of deposit;

            (e) 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;

            (f) the Company must deliver to the Trustee an Opinion of Counsel
reasonably acceptable to the Trustee to the effect that after the 91st day
following the deposit, the trust funds will not be subject to the effect of any
applicable bankruptcy, insolvency, reorganization or similar laws affecting
creditors' rights and remedies generally;

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

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


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<PAGE>
SECTION 8.05 Deposited Money and Government Securities to be Held in Trust,
             Other Miscellaneous Provisions.

            Subject to Section 8.06 hereof, all money and non-callable
Government Securities (including the proceeds thereof) deposited with the
Trustee (or other qualifying trustee, collectively for purposes of this Section
8.05, the "Trustee") pursuant to Section 8.04 hereof in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this 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, if any, and
interest, but such money need not be segregated from other funds except to the
extent required by law.

            The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the cash or non-callable
Government Securities deposited pursuant to Section 8.04 hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

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

SECTION 8.06 Repayment to Company.

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


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SECTION 8.07 Reinstatement.

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

                                   ARTICLE 9.
                        AMENDMENT, SUPPLEMENT AND WAIVER

SECTION 9.01 Without Consent of Holders of Notes.

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

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

            (b) 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;

            (c) to provide for the assumption of the Company's or any
Guarantor's obligations to the Holders of the Notes by a successor to the
Company or a Guarantor pursuant to Article 5 hereof;

            (d) 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;

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

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

            (g) to allow any Guarantor to execute a supplemental indenture
and/or a Subsidiary Guarantee with respect to the Notes.

            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


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

SECTION 9.02 With Consent of Holders of Notes.

            Except as provided below in this Section 9.02, the Company, the
Guarantors and the Trustee may amend or supplement this Indenture (including
Section 3.09, 4.10 and 4.15 hereof), the Notes or the Subsidiary Guarantees with
the consent of the Holders of at least a majority in principal amount Notes
(including Additional Notes, if any) then outstanding voting as a single class
(including 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, 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 Notes or the
Subsidiary Guarantees may be waived with the consent of the Holders of a
majority in principal amount of the then outstanding Notes (including Additional
Notes, if any) voting as a single class (including consents obtained in
connection with a tender offer or exchange offer for, or purchase of, the
Notes). Without the consent of at least 75% in principal amount of the Notes
then outstanding (including consents obtained in connection with a tender offer
or exchange offer for, or purchase of, the Notes), no waiver or amendment to
this Indenture may make any change in the provisions of Article 10 hereof that
adversely affects the rights of any Holder of Notes. Section 2.08 hereof shall
determine which Notes are considered to be "outstanding" for purposes of this
Section 9.02.

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

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

            After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental indenture or waiver. Subject to Sections 6.04 and 6.07 hereof,


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the Holders of a majority in aggregate principal amount of the Notes (including
Additional Notes, if any) then outstanding voting as a single class may waive
compliance in a particular instance by the Company with any provision of this
Indenture or the Notes. However, without the consent of each Holder affected, an
amendment or waiver under this Section 9.02 may not (with respect to any Notes
held by a non-consenting Holder):

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

            (b) reduce the principal of or change the fixed maturity of any Note
or alter or waive any of the provisions with respect to the redemption of the
Notes, other than provisions relating to Sections 3.09, 4.10 or 4.15 hereof;

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

            (d) waive a Default or Event of Default in the payment of principal
of or premium or Registration Default 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 (including
Additional Notes, if any) and a waiver of the payment default that resulted from
such acceleration;

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

            (f) 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 premium, interest or Registration Default Damages, if any, on
the Notes;

            (g) waive a redemption payment with respect to any Note, other than
a payment required by Section 3.09, 4.10 or 4.15 hereof; (h) release any
Guarantor from any of its obligations under its Subsidiary Guarantee or this
Indenture, except in accordance with the terms of this Indenture.

SECTION 9.03 Compliance with Trust Indenture Act.

            Every amendment or supplement to this Indenture or the Notes shall
be set forth in an 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


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amendment, supplement or waiver becomes effective in accordance with its terms
and thereafter binds every Holder.

SECTION 9.05 Notation on or Exchange of Notes.

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

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

SECTION 9.06 Trustee to Sign Amendments, Etc.

            The Trustee shall sign any amended or supplemental indenture
authorized pursuant to this Article 9 if the amendment or supplement does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
The Company may not sign an amendment or supplemental indenture until the Board
of Directors approves it. In executing any amended or supplemental indenture,
the Trustee shall be entitled to receive and (subject to Section 7.01 hereof)
shall be fully protected in relying upon an Officer's Certificate and an Opinion
of Counsel stating that the execution of such amended or supplemental indenture
is authorized or permitted by this Indenture and that such amendment is the
legal, valid and binding obligation of the Company and any Guarantors,
enforceable against them in accordance with their terms, subject to customary
exceptions, and complies with the provisions hereof (including Section 9.03).

                                   ARTICLE 10.
                                  SUBORDINATION

SECTION 10.01 Agreement to Subordinate.

            The Company agrees, and each Holder by accepting a Note agrees, that
the principal of and premium, interest and Registration Default Damages, if any,
with respect to the Notes are 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 the Company (whether outstanding on the date hereof or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

SECTION 10.02 Certain Definitions.

            "Designated Senior Debt" means:

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

            (2) any other Senior Debt permitted under this Indenture the
principal amount of which is $10.0 million or more and that has been designated
by the Company as "Designated Senior Debt."


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<PAGE>
            "Permitted Junior Securities" means: (1) Equity Interests in the
Company or any Guarantor; or (2) debt securities of the Company or any Guarantor
that are subordinated to all Senior Debt and any debt securities issued in
exchange for Senior Debt to substantially the same extent as, or to a greater
extent than, the Notes and the Subsidiary Guarantees are subordinated to Senior
Debt pursuant to Article 10 hereof.

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

            "Senior Debt" means:

            (1) all Indebtedness outstanding under the Credit Facility and all
Hedging Obligations with respect thereto;

            (2) any other Indebtedness permitted to be incurred by the Company
under the terms of this Indenture, unless the instrument under which such
Indebtedness is incurred expressly provides that it is on a parity with or
subordinated in right of payment to the Notes or the Subsidiary Guarantees; and

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

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

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

            (2) any Indebtedness of the Company to any of its Subsidiaries or
other Affiliates;

            (3) any trade payables; or;

            (4) any Indebtedness that is incurred in violation of this
Indenture.

            A "distribution" may consist of cash, securities or other property,
by set-off or otherwise.

SECTION 10.03 Liquidation, Dissolution; Bankruptcy.

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

            (1) holders of Senior Debt shall be entitled to receive payment in
full of all Obligations due in respect of such Senior Debt (including interest
after the commencement of any such proceeding at the rate specified in the
applicable Senior Debt) before Holders of the


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Notes shall be entitled to receive any payment with respect to the Notes (except
that Holders may receive (i) Permitted Junior Securities and (ii) payments and
other distributions made from any defeasance trust created pursuant to Article 8
hereof); and

            (2) until all Obligations with respect to Senior Debt (as provided
in subsection (1) above) are paid in full, any distribution to which Holders
would be entitled but for this Article 10 shall be made to holders of Senior
Debt (except that Holders of Notes may receive (i) Permitted Junior Securities
and (ii) payments and other distributions made from any defeasance trust created
pursuant to Article 8 hereof), as their interests may appear.

SECTION 10.04 Default on Designated Senior Debt.

            The Company may not make any payment or distribution to the Trustee
or any Holder in respect of Obligations with respect to the Notes and may not
acquire from the Trustee or any Holder any Notes for cash or property (other
than (a) Permitted Junior Securities and (b) payments and other distributions
made from any defeasance trust created pursuant to Article 8 hereof) until all
principal and other Obligations with respect to the Senior Debt have been paid
in full if:

            (i) a default in the payment of any principal or other Obligations
      with respect to Designated Senior Debt occurs and is continuing beyond any
      applicable grace period in the agreement, indenture or other document
      governing such Designated Senior Debt; or

            (ii) a default, other than a payment default, on Designated Senior
      Debt occurs and is continuing that then permits holders of such Designated
      Senior Debt to accelerate its maturity and the Trustee receives a notice
      of the default (a "Payment Blockage Notice") from a Person who may give it
      pursuant to Section 10.12 hereof. If the Trustee receives any such Payment
      Blockage Notice, no subsequent Payment Blockage Notice shall be effective
      for purposes of this Section 10.04 unless and until (i) at least 360 days
      shall have elapsed since the effectiveness of the immediately prior
      Payment Blockage Notice and (ii) all scheduled payments of principal,
      premium and Registration Default Damages, if any, and interest on the
      Notes that have come due have been paid in full in cash. No nonpayment
      default that existed or was continuing on the date of delivery of any
      Payment Blockage Notice to the Trustee shall be, or be made, the basis for
      a subsequent Payment Blockage Notice unless such default shall have been
      waived for a period of not less than 90 days.

            The Company may and shall resume payments on and distributions in
respect of the Notes and may acquire them upon the earlier of:

            (1) the date upon which the default is cured or waived, or

            (2) in the case of a default referred to in Section 10.04(ii)
hereof, 179 days pass after notice is received if the maturity of such
Designated Senior Debt has not been accelerated,

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


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<PAGE>
SECTION 10.05 Acceleration of Notes.

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

SECTION 10.06 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 at a time when the Trustee or such
Holder, as applicable, has actual knowledge that such payment is prohibited by
Section 10.03 or 10.04 hereof, such payment shall be held by the Trustee or such
Holder, in trust for the benefit of, and shall be paid forthwith over and
delivered, upon written request, to the holders of Senior Debt as their
interests may appear or their Representative under the indenture or other
agreement (if any) pursuant to which such 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 such obligations on the part of the Trustee as are specifically
set forth in this Article 10, and no implied covenants or obligations with
respect to the holders of Senior Debt shall be read into this Indenture against
the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the
holders of Senior Debt, and shall not be liable to any such holders if the
Trustee shall pay over or distribute to or on behalf of Holders or the Company
or any other Person money or assets to which any holders of Senior Debt shall be
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 10.07 Notice by Company.

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

SECTION 10.08 Subrogation.

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

SECTION 10.09 Relative Rights.

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


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<PAGE>
            (1) impair, as between the Company and Holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of and interest and Registration Default Damages, if any, on the Notes in
accordance with their terms;

            (2) affect the relative rights of Holders of Notes and creditors of
the Company other than their rights in relation to holders of Senior Debt; or

            (3) prevent the Trustee or any Holder of Notes from exercising its
available remedies upon a Default or Event of Default, subject to the rights of
holders and owners of Senior Debt to receive distributions and payments
otherwise payable to Holders of Notes.

            If the Company fails because of this Article 10 to pay principal of
or interest on a Note on the due date, the failure shall nevertheless be a
Default or Event of Default.

SECTION 10.10 Subordination May Not Be Impaired By Company.

            No right of any holder of Senior Debt to enforce the subordination
of the Indebtedness evidenced by the Notes shall be impaired by any act or
failure to act by the Company or any Holder or by the failure of the Company or
any Holder to comply with this Indenture.

SECTION 10.11 Distribution or Notice to Representative.

            Whenever a distribution is to be made or a notice given to holders
of Senior Debt, the distribution may be made and the notice given to their
Representative.

            Upon any payment or distribution of assets of the Company referred
to in this Article 10, the Trustee and the Holders of Notes shall be entitled to
rely upon any order or decree made by any court of competent jurisdiction or
upon any certificate of such Representative or of the liquidating trustee or
agent or other Person making any distribution to the Trustee or to the Holders
of Notes for the purpose of ascertaining the Persons entitled to participate in
such distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article 10.

SECTION 10.12 Rights of Trustee and Paying Agent.

            Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to violate this Article 10. Only the Company or a
Representative may give the notice. Nothing in this Article 10 shall impair the
claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof.


                                       84
<PAGE>
            The Trustee 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 10.13 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 10.14 Trustee's Compensation Not Prejudiced.

            Nothing in this Article 10 shall apply to amounts due to the Trustee
pursuant to other Sections of this Indenture.

                                  ARTICLE 11.
                              SUBSIDIARY GUARANTEES

SECTION 11.01 Subsidiary Guarantee.

            Subject to this Article 11, each of the Guarantors hereby, jointly
and severally, unconditionally guarantees to each Holder of a Note authenticated
and delivered by the Trustee and to the Trustee and its successors and assigns,
irrespective of the validity and enforceability of this Indenture, the Notes or
the obligations of the Company hereunder or thereunder, that: (a) the principal
of and interest on the Notes, and Registration Default Damages, if any, 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 Company to the
Holders or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) 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 shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

            The Guarantors hereby agree that their obligations hereunder shall
be unconditional, irrespective of the validity, regularity or enforceability of
the Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the


                                       85
<PAGE>
Company, protest, notice and all demands whatsoever and covenant that this
Subsidiary Guarantee shall not be discharged except by complete performance of
the obligations contained in the Notes and this Indenture.

            If any Holder or the Trustee is required by any court or otherwise
to return to the Company, the Guarantors or any custodian, trustee, liquidator
or other similar official acting in relation to either the Company or the
Guarantors, any amount paid by either to the Trustee or such Holder, this
Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated
in full force and effect.

            Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Subsidiary Guarantee, notwithstanding any stay,
injunction or other prohibition preventing such acceleration in respect of the
obligations guaranteed hereby, and (y) in the event of any declaration of
acceleration of such obligations as provided in Article 6 hereof, such
obligations (whether or not due and payable) shall forthwith become due and
payable by the Guarantors for the purpose of this Subsidiary Guarantee. The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

SECTION 11.02 Subordination of Subsidiary Guarantee.

            The Obligations of each Guarantor under its Subsidiary Guarantee
pursuant to this Article 11 shall be junior and subordinated to the Senior Debt
of such Guarantor on the same basis as the Notes are junior and subordinated to
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders shall have the right to receive and/or retain payments
by any of the Guarantors only at such times as they may receive and/or retain
payments in respect of the Notes pursuant to this Indenture, including Article
10 hereof.

SECTION 11.03 Limitation on Guarantor Liability.

            Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Subsidiary
Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance
for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar federal or state law to the
extent applicable to any Subsidiary Guarantee. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Subsidiary Guarantee and this
Article 11 shall be limited to the maximum amount as will, after giving effect
to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws, and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 11, result in the obligations of such Guarantor
under its Subsidiary Guarantee not constituting a fraudulent transfer or
conveyance.


                                       86

<PAGE>

SECTION 11.04 EXECUTION AND DELIVERY OF SUBSIDIARY GUARANTEE.

            To evidence its Subsidiary Guarantee set forth in Section 11.01,
each Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit E shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by an Officer
thereof.

            Each Guarantor hereby agrees that its Subsidiary Guarantee set forth
in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Subsidiary Guarantee.

            If an Officer whose signature is on this Indenture or on the
Subsidiary Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which a Subsidiary Guarantee is endorsed, the
Subsidiary Guarantee shall be valid nevertheless.

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

            In the event that the Company creates or acquires any other Domestic
Subsidiaries subsequent to the date of this Indenture, or if any current or
future Subsidiaries become Domestic Subsidiaries subsequent to the date of this
Indenture, if required by Section 4.17 hereof, the Company shall cause such
Subsidiaries to execute supplemental indentures to this Indenture in accordance
with Section 4.17 hereof, and this Article 11, to the extent applicable.

SECTION 11.05 GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

            No Guarantor may consolidate with or merge with or into (whether or
not such Guarantor is the surviving Person) another corporation, Person or
entity whether or not affiliated with such Guarantor unless:

            (a) subject to Section 11.06 hereof, the Person formed by or
surviving any such consolidation or merger (if other than such Guarantor)
assumes all the obligations of such Guarantor, pursuant to a supplemental
indenture in form and substance reasonably satisfactory to the Trustee, under
the Notes, this Indenture, the Registration Rights Agreement and the Subsidiary
Guarantee on the terms set forth herein or therein; and

            (b) immediately after giving effect to such transaction, no Default
or Event of Default exists.

            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
Subsidiary 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 shall succeed to and be
substituted for the Guarantor with the same effect as if it had been named
herein as a Guarantor. Such successor Person thereupon may cause to be signed
any or all of the Subsidiary Guarantees

                                       87
<PAGE>
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
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

            Except as set forth in Articles 4 and 5 and Section 11.06 of Article
11 of this Indenture, and notwithstanding clauses (a) and (b) above, nothing
contained in this Indenture or in any of the Notes shall prevent any
consolidation or merger of a Guarantor with or into the Company or another
Guarantor, or shall prevent any sale or conveyance of the property of a
Guarantor as an entirety or substantially as an entirety to the Company or
another Guarantor.

SECTION 11.06 RELEASES FOLLOWING SALE OF ASSETS.

            In the event of a sale or other disposition of all of the assets of
any Guarantor, by way of merger, consolidation or otherwise, or a sale or other
disposition of all of the capital stock of any Guarantor, then such 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 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 Guarantor) will be released and relieved
of any obligations under its Subsidiary 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 applicable provisions
of this Indenture, including without limitation Section 4.10 hereof, the Trustee
shall execute any documents reasonably required in order to evidence the release
of any Guarantor from its obligations under its Subsidiary Guarantee.

            Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall 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 11.

                                  ARTICLE 12.
                           SATISFACTION AND DISCHARGE

SECTION 12.01 SATISFACTION AND DISCHARGE OF INDENTURE.

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

            (a) all such Notes theretofore authenticated and delivered (except
lost, stolen or destroyed Notes which have been replaced or paid and Notes for
whose payment money has theretofore been deposited in trust and thereafter
repaid to the Company) have been delivered to the Trustee for cancellation; or

            (b) (i) all such Notes not theretofore delivered to such Trustee for
                    cancellation have become due and payable by reason of the
                    making of a notice of


                                       88
<PAGE>
                  redemption or otherwise or will become due and payable within
                  one year and the Company or a Guarantor, has irrevocably
                  deposited or caused to be deposited with such Trustee as trust
                  funds in trust solely for the benefit of the Holders of the
                  Notes an amount of money sufficient to pay and discharge the
                  entire Indebtedness on such Notes not theretofore delivered to
                  the Trustee for cancellation for principal, premium, accrued
                  interest and Registration Default Damages, if any, to the date
                  of maturity or redemption;

            (i)   no Default or Event of Default with respect to this Indenture
                  or the Notes shall have occurred and be continuing on the date
                  of such deposit or shall occur as a result of such deposit and
                  such deposit will not result in a breach or violation of, or
                  constitute a default under, any other instrument to which the
                  Company or a Guarantor, is a party or by which the Company or
                  a Guarantor is bound;

            (ii)  the Company or a Guarantor has paid or caused to be paid all
                  sums payable by it under this Indenture; and

            (iii) the Company has delivered irrevocable instructions to the
                  Trustee under this Indenture to apply the deposited money
                  toward the payment of such Notes at maturity or the redemption
                  date, as the case may be.

            In addition, the Company must deliver an Officers' Certificate and
an Opinion of Counsel to the Trustee stating that all conditions precedent to
satisfaction and discharge have been satisfied.

            Notwithstanding the satisfaction and discharge of this Indenture,
the obligations of the Company to the Trustee under Section 7.07, and, if money
shall have been deposited with the Trustee pursuant to clause (b)(i) of this
Section or if money or obligations shall have been deposited with or received by
the Trustee pursuant to Section 8.04, the obligations of the Trustee under
Sections 12.02 and 8.06 shall survive.

SECTION 12.02 APPLICATION OF TRUST MONEY.

            Subject to the provisions of Section 8.06 hereof, all money
deposited with the Trustee pursuant to Section 12.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as Paying Agent) as the Trustee may determine, to
Persons entitled thereto, of the principal (and premium, if any), interest and
Registration Default Damages, if any, for whose payment such money has been
deposited with the Trustee.

            If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 12.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though such deposit had occurred pursuant to
Section 12.01 hereof; provided that if the Company has made any payment of
principal of, premium, if

                                       89
<PAGE>
any, or interest on any Notes because of the reinstatement of its obligations,
the Company shall be subrogated to the rights of the Holders of such Notes to
receive such payment from the money or Government Securities held by the Trustee
or Paying Agent.

                                   ARTICLE 13.
                                  MISCELLANEOUS

SECTION 13.01 TRUST INDENTURE ACT CONTROLS.

            This Indenture is subject to the provisions of the TIA that are
required to be a part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

SECTION 13.02 NOTICES.

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

            If to the Company and/or any Guarantor:

            The Scotts Company
            14111 Scottslawn Road
            Marysville, Ohio 43041
            Telecopier No.: (937) 644-7136
            Attention: Treasurer

            With a copy to:

            Vorys, Sater, Seymour and Pease LLP
            52 East Gay Street
            Columbus, Ohio 43215
            Telecopier No.: (614) 719-4926
            Attention: Ronald A. Robins, Jr., Esq.


                                       90
<PAGE>
            If to the Trustee:

            U.S. Bank National Association
            Goodwin Square
            225 Asylum Street, 23rd Fl.
            Hartford, Connecticut 06103
            Telecopier No.: (860) 241-6881
            Attention: Corporate Trust Services (The Scotts Company
                     6.625% Senior Subordinated Notes due 2013)

            With a copy to:

            Shipman & Goodwin LLP
            One American Row
            Hartford, CT  06103
            Telecopier No.: (860) 251-5999
            Attention: Daniel P. Brown, Jr., Esq.

            The Company, 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)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail,
postage prepaid, if mailed; when receipt acknowledged, if 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 shall be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar. Any notice or communication shall also be so mailed to
any Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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

SECTION 13.03 COMMUNICATION BY HOLDERS OF NOTES WITH OTHER HOLDERS OF NOTES.

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


                                       91
<PAGE>
SECTION 13.04 CERTIFICATE AND OPINION AS TO CONDITIONS PRECEDENT.

            Upon any request or application by the Company to the Trustee to
take any action under this Indenture, the Company shall furnish to the Trustee:

            (a) an Officers' Certificate in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of the signers, all
conditions precedent and covenants, if any, provided for in this Indenture
relating to the proposed action have been satisfied; and

            (b) an Opinion of Counsel in form and substance reasonably
satisfactory to the Trustee (which shall include the statements set forth in
Section 13.05 hereof) stating that, in the opinion of such counsel, all such
conditions precedent and covenants have been satisfied.

SECTION 13.05 STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

            Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of
TIA Section 314(e) and shall include:

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

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

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

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

SECTION 13.06 RULES BY TRUSTEE AND AGENTS.

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

SECTION 13.07 NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND
              SHAREHOLDERS.

            No past, present or future director, officer, employee, incorporator
or shareholder of the Company or any Guarantor, as such, shall have any
liability for any obligations of the Company or such Guarantor under the Notes,
the Subsidiary Guarantees, the Registration Rights Agreement, this Indenture or
for any claim based on, in respect of, or by reason of, such

                                       92
<PAGE>
obligations or their creation. Each Holder by accepting a Note waives and
releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 13.08 GOVERNING LAW.

            THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK.

SECTION 13.09 NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

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

SECTION 13.10 SUCCESSORS.

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

SECTION 13.11 SEVERABILITY.

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

SECTION 13.12 COUNTERPART ORIGINALS.

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

SECTION 13.13 TABLE OF CONTENTS, HEADINGS, ETC.

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

                       [Indenture signature page follows]


                                       93
<PAGE>
                           [Indenture signature page]

      DATED AS OF OCTOBER 08, 2003      THE SCOTTS COMPANY

                                              By: /s/ Rebecca J. Bruening
                                                  ------------------------------
                                                  Name:  Rebecca J. Bruening
                                                  Title: Vice President and
                                                         Treasurer


                                        SCOTTS MANUFACTURING COMPANY

                                        By: /s/ Rebecca J. Bruening
                                            ------------------------------------
                                            Name:  Rebecca J. Bruening
                                            Title: Vice President and Treasurer


                                        SCOTTS PROFESSIONAL PRODUCTS CO.

                                        By: /s/ Rebecca J. Bruening
                                            ------------------------------------
                                            Name:  Rebecca J. Bruening
                                            Title: Vice President and Treasurer


                                        SCOTTS PRODUCTS CO.

                                        By: /s/ Rebecca J. Bruening
                                            ------------------------------------
                                            Name:  Rebecca J. Bruening
                                            Title: Vice President and Treasurer


                                        SCOTTS-SIERRA HORTICULTURAL PRODUCTS
                                        COMPANY

                                        By: /s/ Rebecca J. Bruening
                                            ------------------------------------
                                            Name:  Rebecca J. Bruening
                                            Title: Vice President and Treasurer


                                        OMS INVESTMENTS, INC.

                                        By: /s/ Rebecca J. Bruening
                                            ------------------------------------
                                            Name:  Rebecca J. Bruening
                                            Title: Vice President and Treasurer


                                       94
<PAGE>
                                        HYPONEX CORPORATION

                                        By:  /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                        SWISS FARMS PRODUCTS, INC.

                                        By:  /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                        SCOTTS TEMECULA OPERATIONS, LLC

                                        By:  /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                        SCOTTS-SIERRA INVESTMENTS, INC.

                                        By:  /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                        SCOTTS-SIERRA CROP PROTECTION COMPANY

                                        By:  /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                        MIRACLE-GRO LAWN PRODUCTS, INC.

                                        By:  /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                       95
<PAGE>
                                        EG SYSTEMS, INC. (D/B/A SCOTTS
                                        LAWNSERVICE)

                                        By: /s/ Rebecca J. Bruening
                                            ------------------------------------
                                             Name:  Rebecca J. Bruening
                                             Title: Vice President and Treasurer


                                        U.S. BANK NATIONAL ASSOCIATION, AS
                                        TRUSTEE

                                        By: /s/ Philip G. Kane, Jr.
                                            ------------------------------------
                                        Name:  Philip G. Kane, Jr.
                                        Title: Vice President


                                       96
<PAGE>
                                    EXHIBIT A

                                 (Face of Note)
--------------------------------------------------------------------------------

                                                               CUSIP:___________
                                                               ISIN:____________

         6.625% [SERIES A] [SERIES B] SENIOR SUBORDINATED NOTES DUE 2013

No._____________                                                   $____________

                               THE SCOTTS COMPANY

promises to pay to Cede & Co or registered assigns, the principal sum of
__________________________________________________ on November 15, 2013.

      Interest Payment Dates: May 15 and November 15, commencing May 15, 2004

      Record Dates: May 1 and November 1

Additional provisions of this Note are set forth below following the signatures
of the authorized officers of The Scotts Company (the "Company").


                                       _________________________________________




                                       _________________________________________



___________________________________


                                      A-1
<PAGE>
            IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers.

Dated:

                                        THE SCOTTS COMPANY

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

                                        By:
                                            ------------------------------------
                                            Name:
                                            Title:

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


U.S. BANK NATIONAL ASSOCIATION,
as Trustee


By:
    ------------------------------------
    Name:
    Title:


                                      A-1
<PAGE>
                                 (Back of Note)

                               THE SCOTTS COMPANY

         6.625% [Series A] [Series B] Senior Subordinated Notes due 2013

    [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 shall have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

            1. INTEREST. The Scotts Company, an Ohio corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
6.625% per annum from October 8, 2003 until maturity and shall pay the
Registration Default Damages payable pursuant to Section 8 of the Registration
Rights Agreement referred to below. The Company shall pay interest and
Registration Default Damages semi-annually on May 15 and November 15 of each
year, or if any such day is not a Business Day, on the next succeeding Business
Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of issuance; provided that if there is no existing Default
in the payment of interest, and if this Note is authenticated between a record
date referred to on the face hereof and the next succeeding Interest Payment
Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be May 15, 2004.
The Company shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at a rate that is 1.0% per annum in excess of the
rate then in effect; it shall pay interest (including post-petition interest in
any proceeding under any Bankruptcy Law) on overdue installments of interest and
Registration Default Damages (without regard to any applicable grace periods)
from time to time on demand at the same rate to the extent lawful. Interest
shall be computed on the basis of a 360-day year of twelve 30-day months.

            2. METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) and Registration Default Damages to the Persons who
are registered Holders of Notes at the close of business on the May 1 or
November 1 next preceding the Interest Payment Date, even if such Notes are
canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 2.12 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium and Registration
Default Damages, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Registration Default
Damages may be made by check mailed to the Holders at their addresses set forth
in the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Registration Default Damages on, all Global Notes and all
other Notes the Holders of which shall have provided wire transfer instructions
to the Company or the Paying Agent. Such payment shall be in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts.


                                      A-2
<PAGE>
            3. PAYING AGENT AND REGISTRAR. Initially, U.S. Bank National
Association, the Trustee under the Indenture, shall act as Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to any Holder. The Company or any of its Subsidiaries may act in any such
capacity.

            4. INDENTURE. The Company issued the Notes under an Indenture dated
as of October 8, 2003 ("Indenture") among the Company, the Guarantors and the
Trustee. The Company may issue Additional Notes of this series after this Note
has been issued. This Note and any Additional Notes of this series subsequently
issued under the Indenture shall be treated as a single series for all purposes
under the Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb) (the
"TIA"). The Notes are subject to all such terms, and Holders are referred to the
Indenture and the TIA 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
obligations of the Company unlimited in aggregate principal amount.

            5. OPTIONAL REDEMPTION.

            (a) Except as set forth in subparagraphs (b) and (c) of this
Paragraph 5, the Notes will not be redeemable at the Company's option prior to
November 15, 2008. Thereafter, the Notes will be subject to redemption at any
time at the option of the Company, in whole or in part, 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 Registration Default Damages thereon to the applicable redemption
date, if redeemed during the twelve-month period beginning on November 15 of the
years indicated below:

<TABLE>
<CAPTION>
Year                                                                  Percentage
----                                                                  ----------
<S>                                                                   <C>
2008..............................................................    103.313%
2009..............................................................    102.208%
2010..............................................................    101.104%
2011 and thereafter...............................................    100.000%
</TABLE>

            (b) At any time prior to November 15, 2006, the Company may redeem
up to 35% of the aggregate principal amount of Notes (calculated after giving
effect to any issuance of Additional Notes) issued under the Indenture with the
Net Cash Proceeds of one or more Equity Offerings at a redemption price of
106.625% of the principal amount thereof, plus accrued and unpaid interest and
Registration Default Damages, if any, to the redemption date (subject to the
right of holders of record on the relevant record date to receive interest due
on the relevant interest payment date); provided that:

            (1) there is a Public Market at the time of such redemption;

            (2) at least 65% of the original principal amount of the Notes
      (calculated after giving effect to any issuance of Additional Notes)
      issued under the Indenture remains outstanding after each such redemption;
      and


                                      A-3
<PAGE>
            (3) the redemption occurs within 60 days after the closing of such
      Equity Offering.

            If the optional redemption date is on or after an interest record
date and on or before the related interest payment date, the accrued and unpaid
interest, if any, will be paid to the Person in whose name the Note is
registered at the close of business on such record date, and no additional
interest will be payable to holders whose Notes will be subject to redemption by
the Company.

            (c) At any time prior to November 15, 2008, the Notes may be
redeemed or purchased, by or on behalf of the Company, in whole or in part, at
the Company's option, upon not less than 30 nor more than 60 days notice, at a
redemption or purchase price equal to 100% of the principal amount thereof plus
the Applicable Premium plus accrued and unpaid interest, if any, to the
redemption or purchase date (subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date).

            "Applicable Premium" means, with respect to a Note at any Redemption
Date, the greater of (i) 1.0% of the principal amount of such Note and (ii) the
excess of (A) the present value at such time of (1) the redemption price of such
Note at November 15, 2008 (such redemption price being set forth in the table
above) plus (2) all required interest payments due on such Note through November
15, 2008, computed using a discount rate equal to the Treasury Rate plus 50
basis points, over (B) the principal amount of such Note.

            "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity (as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) which has become publicly available at least two business days prior
to the Redemption Date (or, if such Statistical Release is no longer published,
any publicly available source or similar market data)) most nearly equal to the
period from the Redemption Date to November 15, 2008; provided, however, that if
the period from the Redemption Date to November 15, 2008 is not equal to the
constant maturity of a United States Treasury security for which a weekly
average yield is given, the Treasury Rate shall be obtained by linear
interpolation (calculated to the nearest one-twelfth of a year) from the weekly
average yields of United States Treasury securities for which such yields are
given, except that if the period from the Redemption Date to November 15, 2008
is less than one year, the weekly average yield on actually traded United States
Treasury securities adjusted to a constant maturity of one year shall be used.

            6. MANDATORY REDEMPTION.

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

            7. REPURCHASE AT OPTION OF HOLDER.

            (a) Upon the occurrence of a Change of Control, the Company shall
make an offer (a "Change of Control Offer") to repurchase all or any part (equal
to $1,000 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 Registration Default Damages

                                      A-4
<PAGE>
thereon, if any, to the date of repurchase (the "Change of Control Payment").
Within 30 days following any Change of Control, the Company shall mail a notice
to each Holder setting forth the procedures governing the Change of Control
Offer as required by the Indenture.

            (b) If the Company or a Restricted Subsidiary consummates any Asset
Sales, when the aggregate amount of Excess Proceeds exceeds $10.0 million, the
Company shall be required to make an offer to all Holders of Notes and all
holders of other Indebtedness 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") to purchase the maximum principal
amount of Notes and such other Indebtedness that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount thereof plus accrued and unpaid interest and Registration
Default Damages thereon, if any, to the date of purchase, in accordance with the
procedures set forth in the Indenture and such other Indebtedness. To the extent
that any Excess Proceeds remain after consummation 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
Indebtedness tendered into such Asset Sale Offer surrendered by Holders thereof
exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and
such other Indebtedness to be purchased on a pro rata basis. Upon completion of
such offer to purchase, the amount of Excess Proceeds shall be reset at zero.
Holders of Notes that are the subject of an offer to purchase will receive an
Asset Sale Offer from the Company prior to any related purchase date and may
elect to have such Notes purchased by completing the form entitled "Option of
Holder to Elect Purchase" on the reverse of the Notes.

            8. NOTICE OF REDEMPTION. Notice of redemption shall be mailed at
least 30 days but not more than 60 days before the redemption date to each
Holder whose Notes are to be redeemed at its registered address. Notes in
denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Notes held by a Holder are to be
redeemed. On and after the redemption date interest shall cease 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 $1,000 and integral multiples of
$1,000. The transfer of Notes may be registered and Notes may be exchanged as
provided in the Indenture. The Registrar and the Trustee may require a Holder,
among other things, to furnish appropriate endorsements and transfer documents
and the Company may require a Holder to pay any taxes and fees required by law
or permitted by the Indenture. The Company need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Company
need not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed or during the period between a record
date and the corresponding Interest Payment Date.

            10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes under the Indenture.


                                      A-5
<PAGE>
            11. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions,
the Indenture, the Notes or the Subsidiary Guarantees 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 compliance with any provision of the
Indenture, the Notes or the Subsidiary Guarantees may be waived with the consent
of the Holders of a majority in principal amount of the then outstanding Notes
(and Additional Notes, if any) voting as a single class. Without the consent of
any Holder of a Note, the Indenture, the Notes or the Subsidiary Guarantees may
be amended or supplemented to cure any ambiguity, defect or inconsistency, to
provide for uncertificated Notes in addition to or in place of certificated
Notes, to provide for the assumption of the Company's or the Guarantor's
obligations to Holders of the Notes 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 comply with the requirements of the SEC in
order to effect or maintain the qualification of the Indenture under the TIA, 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 subsidiary guarantee with respect to the
Notes.

            12. DISCHARGE AND DEFEASANCE. Subject to certain conditions, the
Company at any time may terminate some or all of its obligations under this Note
and the Indenture if the Company deposits with the Trustee money and/or
Government Securities for the payment of Principal and interest on this Note to
maturity.

            13. DEFAULTS AND REMEDIES.

            (a) Events of Default under the Indenture include: (i) default for
30 days in the payment when due of interest on, or Registration Default Damages
with respect to, the Notes (whether or not prohibited by the subordination
provisions of the Indenture); (ii) default in payment when due of the principal
of or premium, if any, on the Notes (whether or not prohibited by the
subordination provisions of the Indenture); (iii) failure by the Company or any
of its Subsidiaries for 30 days after notice to comply with the provisions of
Sections 4.07, 4.09, 4.10 or 4.15 of the Indenture; (iv) failure by the Company
to comply with its obligations under 5.01 hereof; (v) failure by the Company or
any of its Subsidiaries for 60 days after notice to comply with any of its other
agreements in the Indenture or the Notes; (vi) default under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company or any
of its Restricted Subsidiaries (or the payment of which is guaranteed by the
Company or any of its Restricted Subsidiaries) whether such Indebtedness or
guarantee now exists, or is created after the date of the Indenture, which
default (a) is caused by a failure to pay principal of or premium, if any, or
interest 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 $20.0 million or more; (vii) failure by the Company or
any of its Subsidiaries to pay final judgments aggregating in excess of $20.0
million, which judgments are not paid, discharged or stayed for a period of 60
days; (viii) except as permitted by the Indenture,

                                      A-6
<PAGE>
any Subsidiary Guarantee(s) of any Guarantor that is a Significant Subsidiary or
of any group of Guarantors that collectively would constitute a Significant
Subsidiary shall be held in any judicial proceeding to be unenforceable or
invalid or shall cease for any reason to be in full force and effect or any
Guarantor that is a Significant Subsidiary or any group of Guarantors that
collectively would constitute a Significant Subsidiary, or any Person acting on
behalf of any such Guarantor or group of Guarantors, shall deny or disaffirm the
obligations of each such Guarantor under its Subsidiary Guarantee; and (ix)
certain events of bankruptcy or insolvency with respect to the Company or any of
its Significant Subsidiaries.

            (b) 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 immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Notes shall become due and payable
without further action or notice. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in 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 then
outstanding Notes 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 on, or principal of, the Notes. The Company shall deliver to
the Trustee annually a statement regarding compliance with the Indenture, and
the Company, upon becoming aware of any Default or Event of Default, shall
deliver to the Trustee a statement specifying such Default or Event of Default.

            14. SUBROGATION. The Company agrees, and each Holder by accepting
this Note agrees, that the principal of and premium, interest and Registration
Default Damages, if any, with respect to this Note are subordinated in right of
payment, to the extent and in the manner provided in Article 10 of the
Indenture, to the prior payment in full in cash or Cash Equivalents of all
Senior Debt of the Company (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.

            15. TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not the Trustee.

            16. NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator or shareholder, of the Company or any Guarantor,
as such, shall not have any liability for any obligations of the Company or any
Guarantor under the Notes, any Subsidiary Guarantee; the Registration Rights
Agreement the Indenture or for any claim based on, in respect of, or by reason
of, such obligations or their creation. Each Holder by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.


                                      A-7
<PAGE>
            17. GOVERNING LAW. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

            18. GUARANTEES. This Note will be entitled to the benefits of
certain Subsidiary Guarantees made for the benefit of the Holders. Reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Guarantors, the
Trustee and the Holders.

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

            20. 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 entirety), 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).

            21. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Initial Notes shall have all the rights
set forth in the Registration Rights Agreement or, in the case of Additional
Notes, Holders shall have the rights set forth in one or more registration
rights agreements, if any, between the Company and the other parties thereto,
relating to rights given by the Company to the purchasers of any Additional
Notes.

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

            The Company shall furnish to any Holder upon written request and
without charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to:

            The Scotts Company
            14111 Scottslawn Road
            Marysville, Ohio 43041
            Telecopier No.: (937) 644-7136
            Attention: Treasurer


                                      A-8
<PAGE>
                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

--------------------------------------------------------------------------------
                  (Insert assignee's soc. sec. or tax I.D. no.)

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

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

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

--------------------------------------------------------------------------------
(Print or type assignee's name, address and zip code)

and irrevocably appoint_______________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.

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

Date:
     ---------------------
                                        Your Signature:
                                                        ------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                                        Tax Identification No:
                                                              ------------------

                                        SIGNATURE GUARANTEE:

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

                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Registrar, which
                                        requirements include membership or
                                        participation in the Security Transfer
                                        Agent Medallion Program ("STAMP") or
                                        such other "signature guarantee program"
                                        as may be determined by the Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.


                                      A-9
<PAGE>
                       OPTION OF HOLDER TO ELECT PURCHASE

            If you want to elect to have this Note purchased by the Company
pursuant to Section 4.10 or 4.15 of the Indenture, check the box below:

            [ ] Section 4.10     [ ] Section 4.15

            If you want to elect to have only part of the Note purchased by the
Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the
amount you elect to have purchased: $________

Date:
      -----------------
                                        Your Signature:
                                                       -------------------------
                                        (Sign exactly as your name appears on
                                        the face of this Note)

                                        Tax Identification No:
                                                              ------------------

                                        SIGNATURE GUARANTEE:

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

                                        Signatures must be guaranteed by an
                                        "eligible guarantor institution" meeting
                                        the requirements of the Registrar, which
                                        requirements include membership or
                                        participation in the Security Transfer
                                        Agent Medallion Program in ("STAMP") or
                                        such other "signature guarantee program"
                                        as may be determined by the Registrar in
                                        addition to, or in substitution for,
                                        STAMP, all in accordance with the
                                        Securities Exchange Act of 1934, as
                                        amended.


                                      A-10
<PAGE>
            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE(1)

            The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global Note or Definitive Note for an interest in this Global Note,
have been made:

<TABLE>
<CAPTION>
                                                                        Principal Amount
                        Amount of decrease      Amount of increase     of this Global Note       Signature of
                           in Principal            in Principal          following such       authorized officer
                          Amount of this          Amount of this            decrease             of Trustee or
 Date of Exchange           Global Note            Global Note            (or increase)         Note Custodian
 ----------------           -----------            -----------            -------------         --------------
<S>                     <C>                     <C>                    <C>                    <C>

</TABLE>

----------

(1)   Include only if Note is issued in Global Form.


                                      A-11
<PAGE>
                                    EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041
Attention: Treasurer

U.S. Bank National Association
Corporate Trust
Goodwin Square
225 Asylum Street, 23rd Fl.
Hartford, Connecticut 06103
Attention: Corporate Trust Administration

            Re:   6.625% Senior Subordinated Notes due 2013

            Reference is hereby made to the Indenture, dated as of October 8,
2003 (the "Indenture"), among The Scotts Company, as issuer (the "Company"), the
Guarantors 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 DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer is
being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believed and believes is purchasing the beneficial interest or
Definitive Note for its own account, or for one or more accounts with respect to
which such Person exercises sole investment discretion, and such Person and each
such account is a "qualified institutional buyer" within the meaning of Rule
144A in a transaction meeting the requirements of Rule 144A and such Transfer is
in compliance with any applicable blue sky securities laws of any state of the
United States. Upon consummation of the proposed Transfer in accordance with the
terms of the Indenture, the transferred beneficial interest or Definitive Note
will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the 144A Global Note and/or the Definitive Note and
in the Indenture and the Securities Act.

2. [ ] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE
REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S. The
Transfer is being effected


                                       B-1
<PAGE>
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 transfer is not being
made to a U.S. Person or for the account or benefit of a U.S. Person (other than
an Initial Purchaser). Upon consummation of the proposed transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Note will be subject to the restrictions on Transfer enumerated in
the Private Placement Legend printed on the Regulation S Global Note, and/or the
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 DEFINITIVE NOTE PURSUANT TO ANY PROVISION
OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is
being effected in compliance with the transfer restrictions applicable to
beneficial interests in Restricted Global Notes and Restricted Definitive Notes
and pursuant to and in accordance with the Securities Act and any applicable
blue sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

            (a) [ ] such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

            (b) [ ] such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

            (c) [ ] such Transfer is being effected pursuant to an effective
registration statement under the Securities Act and in compliance with the
prospectus delivery requirements of the Securities Act;

                                       or

            (d) [ ] such Transfer is being effected to an Institutional
Accredited Investor and pursuant to an exemption from the registration
requirements of the Securities Act other than Rule 144A, Rule 144 or Rule 904,
and the Transferor hereby further certifies that it has not engaged in any
general solicitation within the meaning of Regulation D under the Securities Act
and the Transfer complies with the transfer restrictions applicable to
beneficial interests in a Restricted Global Note or Restricted Definitive Notes
and the requirements of the exemption claimed, which certification is supported
by (1) a certificate executed by the Transferee in the form of Exhibit D to the
Indenture and (2) if such Transfer is in respect of a principal amount of


                                       B-2
<PAGE>
Notes at the time of transfer of less than $250,000, an Opinion of Counsel
provided by the Transferor or the Transferee (a copy of which the Transferor has
attached to this certification), to the effect that such Transfer is in
compliance with the Securities Act. Upon consummation of the proposed transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the IAI Global Note and/or
the Definitive Notes and in the Indenture and the Securities Act.

4. [ ] Check if Transferee will take delivery of a beneficial interest in an
Unrestricted Global Note or of an Unrestricted Definitive Note.

            (a) [ ] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer
is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any slate 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.


                                      B-3
<PAGE>
            This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.

            Dated:              ,
                  -------------   -----      -----------------------------------
                                             [Insert Name of Transferor]
                                             By:
                                                 -------------------------------
                                             Name:
                                             Title:


                                      B-4
<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-5
<PAGE>
                                    EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041
Attention: Treasurer

U.S. Bank National Association
Goodwin Square
225 Asylum Street, 23rd Fl.
Hartford, Connecticut 06103
Attention: Corporate Trust Administration

            Re:   6.625% Senior Subordinated Notes due 2013

                             (CUSIP ______________)

            Reference is hereby made to the Indenture, dated as of October 8,
2003 (the "Indenture"), among The Scotts Company, as issuer (the "Company"), the
Guarantors 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 United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

            (b)[ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the Exchange of
the Owner's beneficial interest in a Restricted Global Note for an Unrestricted
Definitive Note, the Owner hereby certifies (i) the Definitive Note is being
acquired for the Owner's own account without

                                      C-1
<PAGE>
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 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

                                      C-2
<PAGE>
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 Company.


                                         __________________________________
                                               [Insert Name of Owner]

                                         By:
                                              _____________________________
                                              Name:
                                              Title:
Dated: ___________, ____




                                      C-3
<PAGE>
                                    EXHIBIT D

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

The Scotts Company
14111 Scottslawn Road
Marysville, Ohio 43041
Attention: Treasurer

U.S. Bank National Association
Goodwin Square
225 Asylum Street, 23rd Fl.
Hartford, Connecticut 06103
Attention: Corporate Trust Administration

            Re:   6.625% Senior Subordinated Notes due 2013

            Reference is hereby made to the Indenture, dated as of October 8,
2003 (the "Indenture"), among The Scotts Company, as issuer (the "Company"), the
Guarantors 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 United States
Securities Act of 1933, as amended (the "Securities Act").

            2. We understand that the offer and sale of the Notes have not been
registered under the Securities Act, and that the Notes and any interest therein
may not be offered or sold except as permitted in the following sentence. We
agree, on our own behalf and on behalf of any accounts for which we are acting
as hereinafter stated, that if we should sell the Notes or any interest therein,
we will do so only (A) to the Company or any subsidiary thereof, (B) in
accordance with Rule 144A under the Securities Act to a "qualified institutional
buyer" (as defined therein), (c) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of



                                      D-1
<PAGE>
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.

            3. We understand that, on any proposed resale of the Notes or
beneficial interest therein, we will be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
will bear a legend to the foregoing effect.

            4. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and have
such knowledge and experience in financial and business matters as to be capable
of evaluating the merits and risks of our investment in the Notes, and we and
any accounts for which we are acting are each able to bear the economic risk of
our or its investment.

            5. We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

            You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby.


                                         ____________________________________
                                         [Insert Name of Accredited Investor]

                                         By:
                                              _______________________________
                                              Name:
                                              Title:


Dated: ___________, ____




                                      D-2
<PAGE>
                                    EXHIBIT E

                FORM OF NOTATION OF SUBSIDIARY GUARANTEE ON NOTE

            For value received, each undersigned 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 October 8, 2003 (as such
Indenture may be supplemented or amended, the "Indenture") among The Scotts
Company (the "Company"), the Guarantors signatories thereto and U.S. Bank
National Association, as trustee (the "Trustee"), (a) the due and punctual
payment of the principal of, premium, if any, and interest and Registration
Default Damages, if any, on the Notes (as defined in the Indenture), whether at
stated maturity, by acceleration, redemption or otherwise, the due and punctual
payment of interest on overdue principal and premium, if any, and, to the extent
permitted by law, interest, and the due and punctual performance of all other
obligations of the Company 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 undersigned Guarantors to the Holders of Notes and to the
Trustee pursuant to this Subsidiary Guarantee and the Indenture are expressly
set forth in Article 11 of the Indenture and reference is hereby made to the
Indenture for the precise terms of this Subsidiary Guarantee. Each Holder of a
Note, by accepting the same, (a) agrees to and shall be bound by such
provisions, (b) authorizes the Trustee, on behalf of such Holder, to make 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 Subsidiary 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.

            The terms of the Indenture, including, without limitation, Article
11 of the Indenture, are incorporated herein by reference. Capitalized terms
used herein shall have the meanings assigned to them in the Indenture unless
otherwise indicated.

                                         [Guarantor]

                                         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
___________________, among _____________ (the "Guaranteeing Subsidiary'), a
subsidiary of The Scotts Company (or its successor), a corporation organized
under the laws of Ohio (the "Company"), and U.S. Bank National Association, as
trustee under the indenture referred to below (the "Trustee").

                                   WITNESSETH

            WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of October 8, 2003, providing
for the issuance of an unlimited aggregate principal amount of 6.625% Senior
Subordinated Notes due 2013 (the "Notes");

            WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the [Company's] [Holdco's] Obligations under the Notes and the
Indenture on the terms and conditions set forth herein (the "Subsidiary
Guarantee"); and

            WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

            NOW THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

            1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

            2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees
as follows:

            (a)   Along with all Guarantors named in the Indenture, to jointly
                  and severally Guarantee 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 the Indenture, the Notes or the obligations
                  of the Company hereunder or thereunder, that:

                  (i)   the principal of and interest on the Notes and
                        Registration Default Damages, if any, 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

                                      F-1
<PAGE>
                        lawful, and all other obligations of the Company to the
                        Holders or the Trustee hereunder or thereunder will be
                        promptly paid in full or performed, all in accordance
                        with the terms hereof and thereof; and

                  (ii)  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 shall be jointly and severally
                        obligated to pay the same immediately.

            (b)   The obligations hereunder shall be unconditional, irrespective
                  of the validity, regularity or enforceability of the Notes or
                  the Indenture, the absence of any action to enforce the same,
                  any waiver or consent by any Holder of the Notes with respect
                  to any provisions hereof or thereof, the recovery of any
                  judgment against the Company, any action to enforce the same
                  or any other circumstance which might otherwise constitute a
                  legal or equitable discharge or defense of a guarantor.

            (c)   The following is hereby waived: diligence, presentment, demand
                  of payment, filing of claims with a court in the event of
                  insolvency or bankruptcy of the Company, any right to require
                  a proceeding first against the Company, protest, notice and
                  all demands whatsoever.

            (d)   This Subsidiary Guarantee shall not be discharged except by
                  complete performance of the obligations contained in the Notes
                  and the Indenture.

            (e)   If any Holder or the Trustee is required by any court or
                  otherwise to return to the Company, the Guarantors, or any
                  Custodian, Trustee, liquidator or other similar official
                  acting in relation to either the Company or the Guarantors,
                  any amount paid by either to the Trustee or such Holder, this
                  Subsidiary Guarantee, to the extent theretofore discharged,
                  shall be reinstated in full force and effect.

            (f)   The Guaranteeing Subsidiary shall not be entitled to any right
                  of subrogation in relation to the Holders in respect of any
                  obligations guaranteed hereby until payment in full of all
                  obligations guaranteed hereby.

            (g)   As between the Guarantors, on the one hand, and the Holders
                  and the Trustee, on the other hand, (x) the maturity of the
                  obligations guaranteed hereby may be accelerated as provided
                  in Article 6 of the Indenture for the purposes of this
                  Subsidiary Guarantee, notwithstanding any stay, injunction or
                  other prohibition preventing such acceleration in respect of
                  the obligations guaranteed hereby, and (y) in the event of any
                  declaration

                                      F-2
<PAGE>
                  of acceleration of such obligations as provided in Article 6
                  of the Indenture, such obligations (whether or not due and
                  payable) shall forthwith become due and payable by the
                  Guarantors for the purpose of this Subsidiary Guarantee.

            (h)   The Guarantors shall have the right to seek contribution from
                  any non-paving Guarantor so long as the exercise of such right
                  does not impair the rights of the Holders under the Guarantee.

            (i)   The obligations hereunder shall be subject to the
                  subordination provisions of the Indenture.

            3. Execution and Delivery. Each Guaranteeing Subsidiary agrees that
the Subsidiary Guarantees shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

            4. Guaranteeing Subsidiary May Consolidate, Etc. on Certain Terms.

            (a)   The Guaranteeing Subsidiary may not consolidate with or merge
                  with or into (whether or not such Guarantor is the surviving
                  Person) another corporation, Person or entity whether or not
                  affiliated with such Guarantor unless:

                  (i)   subject to Section 11.05 of the Indenture, the Person
                        formed by or surviving any such consolidation or merger
                        (if other than a Guarantor) unconditionally assumes all
                        the obligations of such Guarantor, pursuant to a
                        supplemental indenture in form and substance reasonably
                        satisfactory to the Trustee, under the Notes, the
                        Indenture, the Registration Rights Agreement and the
                        Subsidiary Guarantee on the terms set forth herein or
                        therein; and

                  (ii)  immediately after giving effect to such transaction, no
                        Default or Event of Default exists.

            (b)   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 Subsidiary
                  Guarantee endorsed upon the Notes and the due and punctual
                  performance of all of the covenants and conditions of the
                  Indenture to be performed by the Guarantor, such successor
                  Person shall succeed to and be substituted for the Guarantor
                  with the same effect as if it had been named herein as a
                  Guarantor. Such successor Person thereupon may cause to be
                  signed any or all of the Subsidiary 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 Subsidiary Guarantees so issued shall in all
                  respects have the same legal rank and benefit under the
                  Indenture as the Subsidiary Guarantees theretofore and
                  thereafter issued in accordance with the terms of the

                                      F-3
<PAGE>
                  Indenture as though all of such Subsidiary Guarantees had been
                  issued at the date of the execution hereof.

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

            5.    Releases.

            (a)   In the event of a sale or other disposition of all of the
                  assets of any Guarantor, by way of merger, consolidation or
                  otherwise, or a sale or other disposition of all to the
                  capital stock of any Guarantor, then such 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 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 Guarantor) will be
                  released and relieved of any obligations under its Subsidiary
                  Guarantee; provided that the Net Proceeds of such sale or
                  other disposition are applied in accordance with the
                  applicable provisions of the Indenture, including without
                  limitation Section 4.10 of the Indenture. Upon delivery by the
                  Company to the Trustee of an Officers' Certificate and an
                  Opinion of Counsel to the effect that such sale or other
                  disposition was made by the Company in accordance with the
                  provisions of the Indenture, including without limitation
                  Section 4.10 of the Indenture, the Trustee shall execute any
                  documents reasonably required in order to evidence the release
                  of any Guarantor from its obligations under its Subsidiary
                  Guarantee.

            (b)   Any Guarantor not released from its obligations under its
                  Subsidiary Guarantee shall remain liable for the full amount
                  of principal of and interest on the Notes and for the other
                  obligations of any Guarantor under the Indenture as provided
                  in Article 11 of the Indenture.

            6. No Recourse Against Others. No past, present or future director,
officer, employee, incorporator or stockholder of the Guaranteeing Subsidiary,
as such, shall have any liability for any obligations of the Company or any
Guaranteeing Subsidiary under the Notes, any Subsidiary Guarantees, the
Registration Rights Agreement, the Indenture 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.

            7. NEW YORK LAW TO GOVERN. SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.


                                      F-4
<PAGE>
            8. 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.

            9. Effect of Headings. The Section headings herein are for
convenience only and shall not affect the construction hereof.

            10. 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.




                                      F-5
<PAGE>
            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: ___________, ____
                                         [Guaranteeing Subsidiary]

                                         By:  ______________________________
                                         Name:
                                         Title:


                                         [TRUSTEE]
                                            as Trustee

                                         By:  ______________________________
                                         Name:
                                         Title:




                                      F-6