<PAGE>

                                                                     Exhibit 4.2


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



                           GENERAL CABLE CORPORATION,


                          THE GUARANTORS named herein


                                      and


                        U.S. Bank National Association,


                                   as Trustee


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

                                   INDENTURE

                         Dated as of November 24, 2003
                     --------------------------------------


                           9.5% Senior Notes Due 2010



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

<PAGE>

                             CROSS-REFERENCE TABLE

  TIA                                                          Indenture
Section                                                         Section
-------                                                        ---------

310   (a)(1)..............................................     7.10
      (a)(2)..............................................     7.10
      (a)(3)..............................................     N.A.
      (a)(4)..............................................     N.A.
      (a)(5)..............................................     N.A.
      (b).................................................     7.08; 7.10; 11.02
      (b)(1)..............................................     7.10
      (c).................................................     N.A.
311   (a).................................................     7.11
      (b).................................................     7.11
      (c).................................................     N.A.
312   (a).................................................     2.06
      (b).................................................     11.03
      (c).................................................     11.03
313   (a).................................................     7.06
      (b)(1)..............................................     N.A.
      (b)(2)..............................................     7.06
      (c).................................................     7.06; 11.02
      (d).................................................     7.06
314   (a).................................................     4.06; 4.18; 11.02
      (b).................................................     N.A.
      (c)(1)..............................................     11.04
      (c)(2)..............................................     11.04
      (c)(3)..............................................     N.A.
      (d).................................................     N.A.
      (e).................................................     11.05
      (f).................................................     N.A.
315   (a).................................................     7.01(b)
      (b).................................................     7.05; 11.02
      (c).................................................     7.01(a)
      (d).................................................     7.01(c)
      (e).................................................     6.12
316   (a) (last sentence).................................     2.10
      (a)(1)(A)...........................................     6.05
      (a)(1)(B)...........................................     6.04
      (a)(2)..............................................     N.A.
      (b).................................................     6.08
      (c).................................................     8.04
317   (a)(1)..............................................     6.09
      (a)(2)..............................................     6.10
      (b).................................................     2.05; 7.12
318   (a).................................................     11.01


-----------------------
N.A. means Not Applicable
Note:    This Cross-Reference Table shall not, for any purpose, be deemed to be
         a part of this Indenture

<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
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<S>                  <C>                                                                                       <C>
                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

   SECTION 1.01.      Definitions.................................................................................1
   SECTION 1.02.      Incorporation by Reference of Trust Indenture Act...........................................1
   SECTION 1.03.      Rules of Construction.......................................................................1

                                   ARTICLE TWO

                                    THE NOTES

   SECTION 2.01.      Amount of Notes.............................................................................1
   SECTION 2.02.      Form and Dating.............................................................................1
   SECTION 2.03.      Execution and Authentication................................................................1
   SECTION 2.04.      Registrar and Paying Agent..................................................................1
   SECTION 2.05.      Paying Agent to Hold Money in Trust.........................................................1
   SECTION 2.06.      Noteholder Lists............................................................................1
   SECTION 2.07.      Transfer and Exchange.......................................................................1
   SECTION 2.08.      Replacement Notes...........................................................................1
   SECTION 2.09.      Outstanding Notes...........................................................................1
   SECTION 2.10.      Treasury Notes..............................................................................1
   SECTION 2.11.      Temporary Notes.............................................................................1
   SECTION 2.12.      Cancellation................................................................................1
   SECTION 2.13.      Defaulted Interest..........................................................................1
   SECTION 2.14.      Cusip Number................................................................................1
   SECTION 2.15.      Deposit of Moneys...........................................................................1
   SECTION 2.16.      Book-entry Provisions for Global Notes......................................................1
   SECTION 2.17.      Special Transfer Provisions.................................................................1
   SECTION 2.18.      Computation of Interest.....................................................................1
   SECTION 2.19.      Issuance of Additional Notes................................................................1

                                 ARTICLE THREE

                                   REDEMPTION

   SECTION 3.01.      Election to Redeem; Notices to Trustee......................................................1
   SECTION 3.02.      Selection by Trustee of Notes to be Redeemed................................................1
   SECTION 3.03.      Notice of Redemption........................................................................1
   SECTION 3.04.      Effect of Notice of Redemption..............................................................1
   SECTION 3.05.      Deposit of Redemption Price.................................................................1
   SECTION 3.06.      Notes Redeemed in Part......................................................................1

                                  ARTICLE FOUR

                                   COVENANTS

   SECTION 4.01.      Payment of Notes............................................................................1
   SECTION 4.02.      Maintenance of Office or Agency.............................................................1
   SECTION 4.03.      Legal Existence.............................................................................1
   SECTION 4.04.      Maintenance of Properties; Insurance; Compliance With Law...................................1
</TABLE>


                                      -i-

<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                  <C>                                                                                       <C>
   SECTION 4.05.      Waiver of Stay, Extension or Usury Laws.....................................................1
   SECTION 4.06.      Compliance Certificate......................................................................1
   SECTION 4.07.      Taxes.......................................................................................1
   SECTION 4.08.      Repurchase At the Option of Holders Upon Change of Control..................................1
   SECTION 4.09.      Limitation On Restricted Payments...........................................................1
   SECTION 4.10.      Limitation On Indebtedness and Issuance of Disqualified Capital Stock.......................1
   SECTION 4.11.      Limitation On Sales of Assets...............................................................1
   SECTION 4.12.      Limitation On Dividend and Other Payment Restrictions Affecting Subsidiaries................1
   SECTION 4.13.      Limitation On Transactions With Affiliates..................................................1
   SECTION 4.14.      Limitation On Designations of Unrestricted Subsidiaries.....................................1
   SECTION 4.15.      Limitation On Liens.........................................................................1
   SECTION 4.16.      Limitations Sale/leaseback Transactions.....................................................1
   SECTION 4.17.      Subsidiary Guarantees.......................................................................1
   SECTION 4.18.      Provision of Financial Information..........................................................1
   SECTION 4.19.      Limitation On Capital Stock of Restricted Subsidiaries......................................1

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

   SECTION 5.01.      Merger, Consolidation and Sale of Assets....................................................1
   SECTION 5.02.      Successor Person Substituted................................................................1

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

   SECTION 6.01.      Events of Default...........................................................................1
   SECTION 6.02.      Acceleration of Maturity; Rescission........................................................1
   SECTION 6.03.      Other Remedies..............................................................................1
   SECTION 6.04.      Waiver of Past Defaults and Events of Default...............................................1
   SECTION 6.05.      Control by Majority.........................................................................1
   SECTION 6.06.      Limitation On Suits.........................................................................1
   SECTION 6.07.      No Personal Liability of Directors, Officers, Employees and Stockholders....................1
   SECTION 6.08.      Rights of Holders to Receive Payment........................................................1
   SECTION 6.09.      Collection Suit by Trustee..................................................................1
   SECTION 6.10.      Trustee May File Proofs of Claim............................................................1
   SECTION 6.11.      Priorities..................................................................................1
   SECTION 6.12.      Undertaking for Costs.......................................................................1

                                 ARTICLE SEVEN

                                     TRUSTEE

   SECTION 7.01.      Duties of Trustee...........................................................................1
   SECTION 7.02.      Rights of Trustee...........................................................................1
   SECTION 7.03.      Individual Rights of Trustee................................................................1
   SECTION 7.04.      Trustee's Disclaimer........................................................................1
   SECTION 7.05.      Notice of Defaults..........................................................................1
   SECTION 7.06.      Reports by Trustee to Holders...............................................................1
   SECTION 7.07.      Compensation and Indemnity..................................................................1
   SECTION 7.08.      Replacement of Trustee......................................................................1
   SECTION 7.09.      Successor Trustee by Consolidation, Merger, Etc.............................................1
</TABLE>


                                      -ii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                  <C>                                                                                       <C>
   SECTION 7.10.      Eligibility; Disqualification...............................................................1
   SECTION 7.11.      Preferential Collection of Claims Against Company...........................................1
   SECTION 7.12.      Paying Agents...............................................................................1

                                 ARTICLE EIGHT

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

   SECTION 8.01.      Without Consent of Noteholders..............................................................1
   SECTION 8.02.      With Consent of Noteholders.................................................................1
   SECTION 8.03.      Compliance With Trust Indenture Act.........................................................1
   SECTION 8.04.      Revocation and Effect of Consents...........................................................1
   SECTION 8.05.      Notation On or Exchange of Notes............................................................1
   SECTION 8.06.      Trustee to Sign Amendments, Etc.............................................................1

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

   SECTION 9.01.      Discharge of Indenture......................................................................1
   SECTION 9.02.      Legal Defeasance............................................................................1
   SECTION 9.03.      Covenant Defeasance.........................................................................1
   SECTION 9.04.      Conditions to Defeasance or Covenant Defeasance.............................................1
   SECTION 9.05.      Deposited Money and U.s. Government Obligations to be Held in Trust; Other Miscellaneous
                      Provisions..................................................................................1
   SECTION 9.06.      Reinstatement...............................................................................1
   SECTION 9.07.      Moneys Held by Paying Agent.................................................................1
   SECTION 9.08.      Moneys Held by Trustee......................................................................1

                                  ARTICLE TEN

                               GUARANTEE OF NOTES

   SECTION 10.01.      Guarantee..................................................................................1
   SECTION 10.02.      Execution and Delivery of Guarantee........................................................1
   SECTION 10.03.      Limitation of Guarantee....................................................................1
   SECTION 10.04.      Additional Guarantors......................................................................1
   SECTION 10.05.      Release of Guarantors......................................................................1
   SECTION 10.06.      Waiver of Subrogation......................................................................1
   SECTION 10.07.      Notice to Trustee..........................................................................1

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

   SECTION 11.01.      Trust Indenture Act Controls...............................................................1
   SECTION 11.02.      Notices....................................................................................1
   SECTION 11.03.      Communications by Holders With Other Holders...............................................1
   SECTION 11.04.      Certificate and Opinion as to Conditions Precedent.........................................1
   SECTION 11.05.      Statements Required in Certificate and Opinion.............................................1
   SECTION 11.06.      Rules by Trustee and Agents................................................................1
   SECTION 11.07.      Business Days; Legal Holidays..............................................................1
   SECTION 11.08.      Governing Law..............................................................................1
   SECTION 11.09.      No Adverse Interpretation of Other Agreements..............................................1
</TABLE>


                                     -iii-
<PAGE>

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                  <C>                                                                                       <C>
   SECTION 11.10.      Successors.................................................................................1
   SECTION 11.11.      Multiple Counterparts......................................................................1
   SECTION 11.12.      Table of Contents, Headings, Etc...........................................................1
   SECTION 11.13.      Separability...............................................................................1

                                    EXHIBITS

   Exhibit A.     Form of Note..................................................................................A-1
   Exhibit B.     Form of Legend for Rule 144A Notes and Other Notes That Are Restricted Notes..................B-1
   Exhibit C.     Form of Legend for Regulation S Note..........................................................C-1
   Exhibit D.     Form of Legend for Global Note................................................................D-1
   Exhibit E.     Form of Certificate To Be Delivered in Connection with Transfers to Non-QIB
                         Accredited Investors...................................................................E-1
   Exhibit F.     Form of Certificate To Be Delivered in Connection with Transfers Pursuant to
                         Regulation S...........................................................................F-1
   Exhibit G.     Form of Guarantee.............................................................................G-1
</TABLE>


                                      -iv-
<PAGE>

                  INDENTURE, dated as of November 24, 2003, among GENERAL CABLE
CORPORATION, a Delaware corporation, as issuer (the "Company"), the Guarantors
(as hereinafter defined) and U.S. Bank National Association, a national banking
association, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Notes.

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE


SECTION 1.01.     Definitions.

                  "Acquired Indebtedness" means Indebtedness of a Person (1)
assumed in connection with an Acquisition of such Person or (2) existing at the
time such Person becomes a Restricted Subsidiary or is consolidated with or
merged into the Company or any Restricted Subsidiary, whether or not such
Indebtedness was Incurred in connection with, or in contemplation of, such
transaction.

                  "Acquired Person" means, with respect to any specified Person,
any other Person which merges with or into or becomes a Subsidiary of such
specified Person.

                  "Acquisition" means (1) any capital contribution (by means of
transfers of cash or other assets to others or payments for assets or services
for the account or use of others, or otherwise) by the Company or any Restricted
Subsidiary to any other Person, or any acquisition or purchase of Capital Stock
of any other Person by the Company or any Restricted Subsidiary, in either case
pursuant to which such Person shall become a Restricted Subsidiary or shall be
consolidated or amalgamated with or merged into the Company or any Restricted
Subsidiary or (2) any acquisition by the Company or any Restricted Subsidiary of
the assets of any Person which constitute substantially all of an operating unit
or line of business of such Person or which is otherwise outside of the ordinary
course of business.

                  "Additional Interest" has the meaning provided in the
Registration Rights Agreement.

                  "Additional Notes" means any notes issued by the Company in
one or more series, from time to time, in compliance with Sections 2.19 and
4.10. Any Additional Notes subsequently issued under this Indenture will be
treated as a single class with the Initial Notes for all purposes under this
Indenture, including, without limitation, for purposes of waivers, amendments,
redemptions, Change of Control Offers and Net Proceeds Offers.

                  "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" (including, with correlative meanings, the terms "controlling,"
"controlled by" and "under common control with"), as used with respect to any
Person, means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of such Person, whether
through the ownership of voting securities, by agreement or otherwise.

                  "Affiliate Transaction" has the meaning set forth under
Section 4.13.

                  "Agent" means any Registrar, Paying Agent, or agent for
service or notices and demands.

<PAGE>

                  "Agent Members" has the meaning set forth under Section 2.16.

                  "Alternate Offer" has the meaning set forth under Section
4.08.

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "asset" means any asset or property, whether real, personal or
other, tangible or intangible.

                  "Asset Sale" means any direct or indirect sale, conveyance,
transfer, lease (that has the effect of a disposition) or other disposition
(including, without limitation, any merger, consolidation or Sale/Leaseback
Transaction or upon any condemnation, eminent domain or similar proceedings) to
any Person other than the Company or a Restricted Subsidiary, in one transaction
or a series of related transactions, of:

                  (1)      any Capital Stock of any Subsidiary (other than
         directors' qualifying shares);

                  (2)      any assets of the Company or any Restricted
         Subsidiary which constitute substantially all of an operating unit or
         line of business of the Company or any Restricted Subsidiary; or

                  (3)      any other assets (including without limitation
         intellectual property) or asset of the Company or any Restricted
         Subsidiary outside of the ordinary course of business.

                  For the purposes of this definition, the term "Asset Sale"
shall not include:

                  (A)      any transaction consummated in compliance with
         Section 5.01 and the creation of and foreclosure on any Lien not
         prohibited by Section 4.15;

                  (B)      sales of property or equipment that, in the
         reasonable determination of the Company, has become worn out, obsolete
         or damaged or otherwise unsuitable for use in connection with the
         business of the Company or any Restricted Subsidiary;

                  (C)      any Permitted Investment or any Restricted Payment
         not prohibited by Section 4.09;

                  (D)      any transaction or series of related transactions
         involving assets with a Fair Market Value not in excess of $2.0
         million;

                  (E)      any operating lease or sublease;

                  (F)      the surrender or waiver of contract rights or the
         settlement, release or surrender of contract, tort or other claims of
         any kind;

                  (G)      the licensing or sublicensing of intellectual
         property or other general intangibles;

                  (H)      sales or other dispositions of Cash Equivalents,
         inventory, receivables and other current assets in the ordinary course
         of business; and

                  (I)      any transaction between or among the Company and/or
         one or more Restricted Subsidiaries.


                                      -2-
<PAGE>

                  "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at the interest rate borne by the Notes, compounded annually) of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale/Leaseback Transaction (including any period for
which such lease has been extended).

                  "Bankruptcy Law" means Title 11 of the United States Code
entitled "Bankruptcy" or any other law relating to bankruptcy, insolvency,
winding up, liquidation, reorganization or relief of debtors, whether in effect
on the date hereof or hereafter.

                   "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act. For the purposes of this
definition, the term "Beneficially Own" shall have a correlative meaning.

                  "Board of Directors" means, with respect to any Person, (i) in
the case of any corporation, the board of directors of such Person, (ii) in the
case of any limited liability company, the board of managers of such Person,
(iii) in the case of any partnership, the Board of Directors of the general
partner of such Person and (iv) in any other case, the functional equivalent of
the foregoing.

                  "Board Resolution" means, with respect to any Person, a duly
adopted resolution of the Board of Directors of such Person or a duly authorized
committee thereof, as applicable.

                  "Business Day" means a day that is not a Saturday, a Sunday or
a day on which (i) commercial banking institutions in New York, New York are
authorized or required by law to be closed or (ii) the New York Stock Exchange
is not open for trading.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
lease that would at such time be required to be capitalized on a balance sheet
prepared in accordance with GAAP.

                  "Capital Stock" in any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) corporate stock or other
equity participations, including partnership interests, whether general or
limited, in such Person, including any Preferred Capital Stock and any right or
interest which is classified as equity in accordance with GAAP.

                  "Cash Equivalents" means

                  (1)      marketable direct obligations issued by, or
         unconditionally guaranteed by, the United States government or issued
         by any agency or instrumentality thereof and backed by the full faith
         and credit of the United States, in each case maturing within one year
         from the date of acquisition thereof;

                  (2)      marketable direct obligations issued by any state of
         the United States of America or by the District of Columbia maturing
         within one year from the date of acquisition thereof and, at the time
         of acquisition, having one of the two highest ratings obtainable from
         either S&P or Moody's;

                  (3)      commercial paper maturing no more than one year from
         the date of creation thereof and, at the time of acquisition, having a
         rating of at least A-1 from S&P or a rating of at least P-1 from
         Moody's;


                                      -3-
<PAGE>

                  (4)      investments in time deposit accounts, term deposit
         accounts, money market deposit accounts, certificates of deposit or
         bankers' acceptances maturing within one year from the date of
         acquisition thereof issued by any bank organized under the laws of the
         United States of America or any state thereof or the District of
         Columbia having at the date of acquisition thereof combined capital and
         surplus of not less than $500.0 million;

                  (5)      repurchase obligations with a term of not more than
         30 days for underlying securities of the types described in clause (1)
         above entered into with any bank meeting the qualifications specified
         in clause (4) above; and

                  (6)      investments in money market funds which invest
         substantially all their assets in securities of the types described in
         any of clauses (1) through (5) above.

                  "Change of Control" means the occurrence of any of the
following events (whether or not approved by the Board of Directors of the
Company):

                  (1)      any "person" or "group" (as such terms are used in
         Sections 13(d) and 14(d) of the Exchange Act) is or becomes the
         "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
         Exchange Act, except that a Person shall be deemed to have beneficial
         ownership of all shares that such Person has the right to acquire,
         whether such right is exercisable immediately or only after the passage
         of time), directly or indirectly, of Voting Stock representing 50% or
         more of the total voting power of all outstanding Voting Stock of the
         Company; or

                  (2)      the Company consolidates with, or merges with or
         into, another Person (other than a Wholly Owned Restricted Subsidiary)
         or the Company and/or one or more the Restricted Subsidiaries sell,
         assign, convey, transfer, lease or otherwise dispose of all or
         substantially all of the assets of the Company and the Restricted
         Subsidiaries (determined on a consolidated basis) to any Person (other
         than the Company or a Wholly Owned Restricted Subsidiary), other than
         any such transaction where immediately after such transaction the
         Person or Persons that "beneficially owned" (as defined in Rules 13d-3
         and 13d-5 under the Exchange Act) immediately prior to such
         transaction, directly or indirectly, Voting Stock representing a
         majority of the total voting power of all outstanding Voting Stock of
         the Company, "beneficially own or owns" (as so determined), directly or
         indirectly, Voting Stock representing a majority of the total voting
         power of the outstanding Voting Stock of the surviving or transferee
         Person; or

                  (3)      during any consecutive two-year period, the
         Continuing Directors cease for any reason to constitute a majority of
         the Board of Directors of the Company; or

                  (4)      the adoption of a plan of liquidation or dissolution
         of the Company.

                  "Change of Control Date" has the meaning set forth under
Section 4.08.

                  "Change of Control Offer" has the meaning set forth under
Section 4.08.

                  "Change of Control Purchase Date" has the meaning set forth
under Section 4.08.

                  "Change of Control Purchase Price" has the meaning set forth
under Section 4.08.

                  "Company" means the party named as such in the first paragraph
of this Indenture until a successor replaces such party pursuant to Article Five
of this Indenture and thereafter means the successor.


                                      -4-
<PAGE>

                  "Company Request" means any written request signed in the name
of the Company by the Chairman of the Board of Directors, the Chief Executive
Officer, the President, any Vice President, the Chief Financial Officer or the
Treasurer of the Company and attested to by the Secretary or any Assistant
Secretary of the Company.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of (i) the aggregate amount of Consolidated EBITDA for the
latest four-quarter period for which financial statements are available ending
prior to the date of such determination (the "Four-Quarter Period") to (ii)
Consolidated Interest Expense for such Four-Quarter Period; provided, however,
that:

                  (1)      if the Company or any Restricted Subsidiary has
         Incurred any Indebtedness or issued any Disqualified Capital Stock
         since the beginning of such Four-Quarter Period that remains
         outstanding on such date of determination or if the transaction giving
         rise to the need to calculate the Consolidated Coverage Ratio involves
         an Incurrence of Indebtedness or an issuance of Disqualified Capital
         Stock, Consolidated EBITDA and Consolidated Interest Expense for such
         Four-Quarter Period shall be calculated after giving effect on a pro
         forma basis to such Indebtedness or such Disqualified Capital Stock as
         if such Indebtedness or such Disqualified Capital Stock had been
         Incurred on the first day of such Four-Quarter Period,

                  (2)      if the Company or any Restricted Subsidiary has
         repaid, repurchased, defeased, retired or otherwise discharged (a
         "Discharge") any Indebtedness or Disqualified Capital Stock since the
         beginning of such Four-Quarter Period that no longer remains
         outstanding on such date of determination or if the transaction giving
         rise to the need to calculate the Consolidated Coverage Ratio involves
         a Discharge of Indebtedness or Disqualified Capital Stock, Consolidated
         EBITDA and Consolidated Interest Expense for such Four-Quarter Period
         shall be calculated after giving effect on a pro forma basis to such
         Discharge of Indebtedness or Disqualified Capital Stock, including with
         the proceeds of any new Indebtedness, as if such Discharge (and
         Incurrence of new Indebtedness or Disqualified Capital Stock, if any)
         had occurred on the first day of such Four-Quarter Period,

                  (3)      if since the beginning of such Four-Quarter Period
         the Company or any Restricted Subsidiary shall have disposed of any
         business or group of assets in any asset sale, Consolidated EBITDA for
         such Four-Quarter Period shall be reduced by an amount equal to the
         Consolidated EBITDA (if positive) directly attributable to the assets
         that are the subject of such asset sale for such Four-Quarter Period or
         increased by an amount equal to the Consolidated EBITDA (if negative)
         directly attributable thereto for such Four-Quarter Period, and
         Consolidated Interest Expense for such Four-Quarter Period shall be
         reduced by an amount equal to the Consolidated Interest Expense
         directly attributable to any Indebtedness of the Company or any
         Restricted Subsidiary repaid, repurchased or otherwise discharged with
         respect to the Company and its continuing Restricted Subsidiaries in
         connection with such asset sale for such Four-Quarter Period (or, if
         the Capital Stock of any Restricted Subsidiary is sold, the
         Consolidated Interest Expense for such Four-Quarter Period directly
         attributable to the Indebtedness of such Restricted Subsidiary to the
         extent the Company and its continuing Restricted Subsidiaries are no
         longer liable for such Indebtedness after such sale),

                  (4)      if since the beginning of such Four-Quarter Period
         the Company or any Restricted Subsidiary (by merger or otherwise) shall
         have made an Investment in any Restricted Subsidiary (or any Person
         that becomes a Restricted Subsidiary) or an Acquisition, including any
         Acquisition of assets occurring in connection with a transaction
         causing a calculation to be made hereunder, Consolidated EBITDA and
         Consolidated Interest Expense for such Four-Quarter Period shall be
         calculated after giving pro forma effect thereto (including the
         Incurrence of any Indebtedness) as if such Investment or acquisition
         occurred on the first day of such Four-Quarter Period, and


                                      -5-
<PAGE>

                  (5)      if since the beginning of such Four-Quarter Period
         any Person (that subsequently became a Restricted Subsidiary or was
         merged with or into the Company or any Restricted Subsidiary since the
         beginning of such Four-Quarter Period) shall have made any asset sale
         or any Investment or Acquisition that would have required an adjustment
         pursuant to clause (3) or (4) above if made by the Company or a
         Restricted Subsidiary during such Four-Quarter Period, Consolidated
         EBITDA and Consolidated Interest Expense for such Four-Quarter Period
         shall be calculated after giving pro forma effect thereto as if such
         Asset Sale, Investment or Acquisition occurred on, with respect to any
         Investment or Acquisition, the first day of such Four-Quarter Period
         and, with respect to any asset sale, the first day of such Four-Quarter
         Period.

                  For purposes of this definition, whenever pro forma effect is
to be given to an acquisition of assets, the amount of income or earnings
relating thereto and the amount of Consolidated Interest Expense associated with
any Indebtedness Incurred in connection therewith, the pro forma calculations
shall be determined in accordance with Regulation S-X under the Securities Act.
If any Indebtedness bears a floating rate of interest and is being given pro
forma effect, the interest expense on such Indebtedness shall be calculated as
if the rate in effect on the date of determination had been the applicable rate
for the entire period (taking into account any agreement under which Hedging
Obligations relating to interest are outstanding applicable to such Indebtedness
if such agreement under which such Hedging Obligations are outstanding has a
remaining term as at the date of determination in excess of 12 months).

                  "Consolidated EBITDA" means, for any period, the Consolidated
Net Income for such period, minus any non-cash item increasing Consolidated Net
Income during such period, (A) plus the following, to the extent deducted in
calculating such Consolidated Net Income:

                  (1)      Consolidated Income Tax Expense for such period;

                  (2)      Consolidated Interest Expense for such period;

                  (3)      depreciation expense for such period;

                  (4)      amortization expense for such period;

                  (5)      all other non-cash items reducing Consolidated Net
         Income for such period (other than any non-cash item requiring an
         accrual or a reserve for cash disbursements in any future period); and

                  (6)      severance and other unusual charges for such period,
         to the extent recorded prior to the first anniversary of the Issue Date
         and relating to plant closures of the Company or any Restricted
         Subsidiary; minus

(B)      all non-cash items increasing Consolidated Net Income for such period.

                  "Consolidated Income Tax Expense" means, with respect to the
Company for any period, the provision for federal, provincial, state, local and
foreign income taxes payable by the Company and the Restricted Subsidiaries for
such period as determined on a consolidated basis in accordance with GAAP.


                                      -6-
<PAGE>

                  "Consolidated Interest Expense" means, with respect to the
Company for any period, without duplication, the sum of:

                  (1)      the interest expense of the Company and the
         Restricted Subsidiaries for such period as determined on a consolidated
         basis in accordance with GAAP, including, without limitation, (a) the
         net cost under Hedging Obligations relating to interest (including any
         amortizations of discounts, but excluding any mark-to-market
         adjustments), (b) the interest portion of any deferred payment
         obligation, (c) all commissions, discounts and other fees and charges
         owed with respect to letters of credit and bankers' acceptance
         financing, (d) all capitalized interest and all accrued interest and
         (e) the accretion of any original issue discount on any Indebtedness;

                  (2)      the interest component of Capital Lease Obligations
         paid, accrued and/or scheduled to be paid or accrued by the Company and
         the Restricted Subsidiaries during such period as determined on a
         consolidated basis in accordance with GAAP;

                  (3)      the product of (x) the amount of dividends and
         distributions paid or accrued in respect of Disqualified Capital Stock
         of the Company or Preferred Capital Stock of any Restricted Subsidiary
         (other than dividends or distributions consisting solely of Qualified
         Capital Stock) during such period as determined on a consolidated basis
         in accordance with GAAP and (y) a fraction, the numerator of which is
         one and the denominator of which is one minus the then current
         effective consolidated federal, provincial, state and local tax rate of
         the Company, expressed as a decimal; and

                  (4)      all interest on any Indebtedness described in clause
         (7) or (8) of the definition of "Indebtedness";

excluding, however, (i) any premiums, fees and expenses (and any amortization
thereof), including the costs to terminate interest rate swaps, incurred in
connection with the refinancing transactions to occur on the Issue Date and
entering into of the European Credit Facility and (ii) the portion of interest
expense at non-Wholly Owned Restricted Subsidiaries equal to the percentage of
outstanding Voting Stock of such Restricted Subsidiary held by Persons other
than the Company, any Subsidiary of the Company or Affiliates of the Company or
any of its Subsidiaries. Notwithstanding anything to the contrary, in the event
that the Redeemable Convertible Preferred Stock is reclassified as indebtedness
pursuant to SFAS 150 or otherwise in accordance with GAAP and dividends thereon
are deemed to constitute interest under GAAP, such dividends shall be excluded
from the calculation of Consolidated Interest Expense.

                  "Consolidated Net Income" means, for any period, the
consolidated net income (loss) of the Company and the Restricted Subsidiaries
(which, for the avoidance of doubt, shall be after deduction of minority
interests in Restricted Subsidiaries held by third parties) for such period
determined in accordance with GAAP; provided, however, that there shall not be
included in calculating such Consolidated Net Income:

                  (1)      any net income (loss) of any Person other than the
         Company or a Restricted Subsidiary, except to the extent of the amount
         of cash actually distributed by such Person during such period to the
         Company or (subject to the limitation in clause (2) below) a Restricted
         Subsidiary as a dividend or other distribution;

                  (2)      for purposes of Section 4.09, any net income (but not
         loss) of any Restricted Subsidiary if such Restricted Subsidiary is
         subject to restrictions, directly or indirectly, precluding the payment
         of dividends or the making of distributions by such Restricted
         Subsidiary, directly or indirectly, to the Company to the extent of
         such limitations or restrictions;


                                      -7-
<PAGE>

                  (3)      any gain or loss realized upon the sale or other
         disposition of any asset of the Company or any Restricted Subsidiary
         (including pursuant to any sale/leaseback transaction) that is not sold
         or otherwise disposed of in the ordinary course of business and any
         gain or loss realized upon the sale or other disposition of any Capital
         Stock of any Person;

                  (4)      any extraordinary gain or loss;

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

                  (6)      unrealized gains or losses in respect of Hedging
         Obligations permitted by Section 4.10(b)(6) as recorded on the
         statement of operations in accordance with GAAP;

provided, however, that in the case of clauses (3), (4) and (6) such amount or
charge shall be net of any tax or tax benefit to the Company (less all fees and
expenses relating to such transaction) or any Restricted Subsidiary resulting
therefrom.

                  "Consolidated Tangible Assets" means, at any date, the total
assets (less accumulated depreciation and valuation reserves and other reserves
and items deductible from gross book value of specific asset accounts under
GAAP) of the Company and the Restricted Subsidiaries, after deducting therefrom
all goodwill, trade names, trademarks, patents, unamortized debt discount,
organization expenses and other like intangibles of the Company and the
Restricted Subsidiaries, all calculated in accordance with GAAP.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who was (1) a member of such
Board of Directors on the Issue Date or (2) nominated for election or elected to
such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such board at the time of such nomination or
election.

                  "Corporate Trust Office" means the office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered, which office as of the date hereof is listed in Section 11.02.

                  "Covenant Defeasance" has the meaning set forth under Section
9.03

                  "Credit Facilities" means one or more of U.S. Credit
Facilities and/or European Credit Facilities.

                  "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.

                  "Depository" means, with respect to the Notes issued in the
form of one or more Global Notes, The Depository Trust Company or another Person
designated as Depository by the Company, which Person must be a clearing agency
registered under the Exchange Act.

                  "Designation" has the meaning set forth under Section 4.14.

                  "Designation Amount" has the meaning set forth in the
definition of "Investment."


                                      -8-
<PAGE>

                  "Disposition" means, with respect to any Person, any merger,
consolidation, amalgamation or other business combination involving such Person
(whether or not such Person is the Surviving Person) or the sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
such Person's assets.

                  "Disqualified Capital Stock" means any Capital Stock which, by
its terms (or by the terms of any security into which it is convertible or for
which it is exchangeable 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, or exchangeable into Indebtedness on or prior to
the date which is 91 days after the Stated Maturity of the principal of the
Notes; provided, however, that any Capital Stock that would not constitute
Disqualified Capital Stock but for provisions thereof giving holders thereof the
right to require the issuer to purchase or redeem such Capital Stock upon the
occurrence of an "asset sale" or "change of control" occurring prior to the
maturity date of the Notes shall not constitute Disqualified Capital Stock if
(1) the "asset sale" or "change of control" provisions applicable to such
Capital Stock are not more favorable in any material respect to the holders of
such Capital Stock than the terms applicable to the Notes and described under
Sections 4.08 and 4.11 and (2) any such requirement becomes operative only after
compliance with such terms applicable to the Notes, including the prior
completion of any offer to purchase Notes pursuant to a Change of Control Offer
or a Net Proceeds Offer.

                  "Domestic Subsidiary" means a Subsidiary incorporated or
organized under the laws of the United States of America, any State thereof or
the District of Columbia.

                  "European Credit Facility" means one or more debt facilities
providing for senior revolving credit loans, senior term loans and/or letters of
credit to one or more Foreign Subsidiaries, as borrower or borrowers and
guarantors thereunder, including any notes, guarantees, collateral and security
documents, instruments and agreements executed in connection therewith
(including Hedging Obligations related to the Indebtedness incurred thereunder),
as amended, amended and restated, supplemented, modified, refinanced, replaced
or otherwise restructured, in whole or in part from time to time, including
increasing the amount of available borrowings thereunder or adding other Foreign
Subsidiaries as additional borrowers or guarantors thereunder, with respect to
all or any portion of the Indebtedness under such facilities or any successor or
replacement facilities and whether with the same or any other agent, lender or
group of lenders.

                  "Event of Default" has the meaning set forth under Section
6.01.

                  "Excess" has the meaning set forth under Section 4.11.

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

                  "Exchange Securities" has the meaning provided in the
Registration Rights Agreement.

                  "Existing Indebtedness" means (i) any Indebtedness of the
Company and the Restricted Subsidiaries in existence on the Issue Date (after
giving effect to the use of proceeds of the offering of the Notes and the other
financing transactions on the Issue Date) until such amounts are repaid and (ii)
up to (euro)20.0 million of Indebtedness which may, from time to time, be
borrowed under the Company's European accounts receivable facility existing as
of the Issue Date.


                                      -9-
<PAGE>

                  "Fair Market Value" means, with respect to any asset, the
price (after taking into account any liabilities relating to such assets) 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 which is under
any compulsion to complete the transaction; provided, however, that the Fair
Market Value of any such asset or assets in excess of $1.0 million shall be
determined conclusively by the Board of Directors of the Company (or a duly
authorized committee thereof) acting in good faith, and shall be evidenced by a
Board Resolution delivered to the Trustee.

                  "Foreign Subsidiary" means any Subsidiary that is not a
Domestic Subsidiary.

                  "Four Quarter Period" has the meaning set forth in the
definition of "Consolidated Coverage Ratio."

                  "GAAP" means, at any date of determination, generally accepted
accounting principles in effect in the United States at such time and which are
consistently applied.

                  "guarantee" means, as applied to any obligation, (1) a
guarantee (other than by endorsement of negotiable instruments for collection in
the ordinary course of business), direct or indirect, in any manner, of any part
or all of such obligation and (2) an agreement, direct or indirect, contingent
or otherwise, the practical effect of which is to assure in any way the payment
or performance (or payment of damages in the event of non-performance) of all or
any part of such obligation, including, without limiting the foregoing, the
payment of amounts drawn down by letters of credit. A guarantee shall include,
without limitation, any agreement to maintain or preserve any other Person's
financial condition or to cause any other Person to achieve certain levels of
operating results.

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

                  "Guarantors" means each of:

                  (1)      Diversified Contractors, Inc., a Delaware
                           corporation;
                           Genca Corporation, a Delaware corporation;
                           General Cable Canada, Ltd., an Ontario corporation;
                           General Cable Company, a Nova Scotia corporation;
                           General Cable de Mexico del Norte, S.A. de C.V., a
                           Mexican corporation;
                           General Cable de Latinoamerica, S.A. de C.V., a
                           Mexican corporation;
                           General Cable Holdings, Inc., a Delaware corporation;
                           General Cable Industries, Inc., a Delaware
                           corporation;
                           General Cable Industries, LLC, a Delaware limited
                           liability company;
                           General Cable Management LLC, a Delaware limited
                           liability company;
                           General Cable Overseas Holdings, Inc., a Delaware
                           corporation;
                           General Cable Resources Corporation, a Delaware
                           corporation;
                           General Cable Technologies Corporation, a Delaware
                           corporation;
                           General Cable Texas Operations, L.P., a Delaware
                           limited partnership;
                           GK Technologies, Incorporated, a New Jersey
                           corporation;
                           Marathon Steel Company, an Arizona corporation;
                           Marathon Manufacturing Holdings, Inc., a Delaware
                           corporation; and
                           MLTC Company, a Delaware corporation; and

                  (2)      any other Subsidiary that executes a Guarantee in
                           accordance with Section 4.17 of this Indenture;


                                      -10-
<PAGE>

and their respective successors and assigns, in each case, until such Person is
released from its Guarantee in accordance with the terms of this Indenture.

                  "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under (1) interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements and similar agreements or
arrangements and (2) foreign currency or commodity hedge, swap, exchange and
similar agreements (agreements referred to in this definition being referred to
herein as "Hedging Agreements").

                  "Holder" means the registered holder of any Note.

                  "Incur" means, with respect to any Indebtedness or other
obligation of any Person, to create, issue, incur (including by conversion,
exchange or otherwise), assume, guarantee or otherwise become liable in respect
of such Indebtedness or other obligation or the recording, as required pursuant
to GAAP or otherwise, of any such Indebtedness or other obligation on the
balance sheet of such Person (and "Incurrence," "Incurred" and "Incurring" shall
have meanings correlative to the foregoing). Indebtedness of any Acquired Person
or any of its Subsidiaries existing at the time such Acquired Person becomes a
Restricted Subsidiary (or is merged into or consolidated with the Company or any
Restricted Subsidiary), whether or not such Indebtedness was Incurred in
connection with, as a result of, or in contemplation of, such Acquired Person
becoming a Restricted Subsidiary (or being merged into or consolidated or
amalgamated with the Company or any Restricted Subsidiary), shall be deemed
Incurred at the time any such Acquired Person becomes a Restricted Subsidiary or
merges into or consolidates or amalgamates with the Company or any Restricted
Subsidiary. The accrual of interest and the accretion or amortization of
original issue discount will not be deemed to be an Incurrence of Indebtedness;
provided, however, in each such case, that the amount thereof is included in
Consolidated Interest Expense as accrued. For the avoidance of doubt, the
reclassification of the Redeemable Convertible Preferred Stock pursuant to SFAS
150 or otherwise in accordance with GAAP shall not be an Incurrence of
Indebtedness under the Indenture.

                  "Indebtedness" means (without duplication), with respect to
any Person, whether recourse is to all or a portion of the assets of such Person
and whether or not contingent:

                  (1)      every obligation of such Person for money borrowed;

                  (2)      every obligation of such Person evidenced by bonds,
         debentures, notes or other similar instruments, including obligations
         incurred in connection with the acquisition of assets or businesses by
         such Person;

                  (3)      every reimbursement obligation of such Person with
         respect to letters of credit, bankers' acceptances or similar
         facilities issued for the account of such Person;

                  (4)      every obligation of such Person issued or assumed as
         the deferred purchase price of assets or services (but excluding (A)
         earnout or other similar obligations until such time as the amount of
         such obligation is capable of being determined and its payment is
         probable, (B) trade accounts payable incurred in the ordinary course of
         business and payable in accordance with industry practices (including,
         so long as not treated as Indebtedness in accordance with GAAP, trade
         payables subject to the payables extension facility), or (C) other
         accrued liabilities arising in the ordinary course of business which
         are not overdue or which are being contested in good faith);


                                      -11-
<PAGE>

                  (5)      every Capital Lease Obligation of such Person,
         including, without limitation, from Sale/Leaseback Transactions;

                  (6)      every net obligation payable under Hedging Agreements
         of such Person;

                  (7)      every obligation of the type referred to in clauses
         (1) through (6) of another Person and all dividends of another Person
         the payment of which, in either case, such Person has guaranteed or is
         responsible or liable for, directly or indirectly, as obligor,
         guarantor or otherwise, the amount of such obligation being the maximum
         amount covered by such guarantee or for which such Person is otherwise
         liable; and

                  (8)      every obligation of the type referred to in clauses
         (1) through (7) above of another Person the payment of which is secured
         by the assets of that Person, the amount of such obligation being
         deemed to be the lesser of (i) the Fair Market Value of such asset or
         (ii) the amount of the obligation so secured.

                  Indebtedness:

                  (A)      shall never be calculated taking into account any
         cash and Cash Equivalents held by such Person;

                  (B)      shall not include obligations of any Person (1)
         arising from the honoring by a bank or other financial institution of a
         check, draft or similar instrument inadvertently drawn against
         insufficient funds in the ordinary course of business, provided that
         such obligations are extinguished within 5 Business Days of their
         Incurrence, (2) resulting from the endorsement of negotiable
         instruments for collection in the ordinary course of business and
         consistent with past business practices and (3) under standby letters
         of credit to the extent collateralized by cash or Cash Equivalents;

                  (C)      shall include the liquidation preference and any
         mandatory redemption payment obligations in respect of any Disqualified
         Capital Stock of the Company or any Preferred Capital Stock of any
         Restricted Subsidiary;

                  (D)      shall not include any liability for federal,
         provincial, state, local or other taxes; and

                  (E)      shall not include obligations under performance
         bonds, performance guarantees, surety bonds and appeal bonds, letters
         of credit or similar obligations, incurred in the ordinary course of
         business.

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

                  "Independent Financial Advisor" means a nationally recognized
accounting, appraisal or investment banking firm or consultant in the United
States that is, in the judgment of the Company's Board of Directors, qualified
to perform the task for which it has been engaged (1) which does not, and whose
directors, officers and employees or Affiliates do not, have a direct or
indirect financial interest in the Company and (2) which, in the judgment of the
Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.


                                      -12-
<PAGE>

                  "Initial Notes" means the 9.5% Senior Notes due 2010 issued by
the Company pursuant to this Indenture on the Issue Date.

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

                  "interest" means, with respect to the Notes, the sum of any
cash interest and any Additional Interest on the Notes.

                  "Interest Payment Date" means May 15 and November 15 of each
year.

                  "Investment" means, with respect to any Person, any direct or
indirect loan, advance, guarantee or other extension of credit (in each case
other than in connection with an acquisition of property or assets that does not
otherwise constitute an Investment) or capital contribution to (by means of
transfers of cash or other property or assets to others or payments for property
or services for the account or use of others, or otherwise), or purchase or
acquisition of Capital Stock, bonds, notes, debentures or other securities or
evidences of Indebtedness issued by, any other Person. The amount of any
Investment shall be the original cost of such Investment, plus the cost of all
additions thereto, and minus the amount of any portion of such Investment repaid
to such Person in cash as a repayment of principal or a return of capital, as
the case may be, but without any other adjustments for increases or decreases in
value, or write-ups, write-downs or write-offs with respect to such Investment.
In determining the amount of any Investment involving a transfer of any property
or asset other than cash, such property shall be valued at its Fair Market Value
at the time of such transfer. For purposes of Section 4.09, an Investment shall
be deemed to be made upon any Designation in an amount (the "Designation
Amount") equal to the greater of (1) the net book value of the Company's
interest in the applicable Subsidiary calculated in accordance with GAAP and (2)
the Fair Market Value of the Company's interest in the applicable Subsidiary as
determined in good faith by the Board of Directors of the Company (or a duly
authorized committee thereof) and evidenced by a Board Resolution, whose
determination shall be conclusive. If the Company or any Restricted Subsidiary
sells or otherwise disposes of any Capital Stock of any Restricted Subsidiary
such that, after giving effect to such sale or disposition, such Person ceases
to be a Restricted Subsidiary, the Company will be deemed to have made an
Investment on the date of such sale or disposition equal to the Fair Market
Value of the Capital Stock of such Restricted Subsidiary that after giving
effect to such sale or disposition is owned, directly or indirectly, by the
Company.

                  "Issue Date" means November 24, 2003.

                  "Legal Defeasance" has the meaning set forth under Section
9.02.

                  "Legal Holiday" has the meaning set forth under Section 11.07.

                  "Lien" means any lien, mortgage, charge, security interest,
hypothecation, assignment for security or encumbrance of any kind (including any
conditional sale or capital lease or other title retention agreement, and any
agreement to give any security interest but excluding any lease which does not
secure Indebtedness).

                  "Maturity Date" means November 15, 2010.

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


                                      -13-
<PAGE>

                  "Net Cash Proceeds" means the aggregate proceeds in the form
of cash or Cash Equivalents received by the Company or any Restricted Subsidiary
in respect of any Asset Sale, including all cash or Cash Equivalents received
upon any sale, liquidation or other exchange of proceeds of Asset Sales received
in a form other than cash or Cash Equivalents, net of:

                  (1)      the direct costs relating to such Asset Sale
         (including, without limitation, reasonable legal, accounting and
         investment banking fees, brokerage fees and sales commissions) and any
         relocation expenses incurred as a result thereof;

                  (2)      taxes paid or payable directly as a result thereof;

                  (3)      amounts required to be applied to the repayment of
         Indebtedness secured by a Lien on the asset or assets that were the
         subject of such Asset Sale; and

                  (4)      amounts deemed, in good faith, appropriate by the
         Board of Directors of the Company (or a duly authorized committee
         thereof) to be provided as a reserve, in accordance with GAAP, against
         any liabilities associated with such assets which are the subject of
         such Asset Sale (provided that the amount of any such reserves shall be
         deemed to constitute Net Cash Proceeds at the time such reserves shall
         have been released or are not otherwise required to be retained as a
         reserve).

                  "Net Proceeds Offer" has the meaning set forth under Section
4.11.

                  "Net Proceeds Offer Payment Date" has the meaning set forth
under Section 4.11.

                  "Net Proceeds Offer Trigger Date" has the meaning set forth
under Section 4.11(e).

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

                  "Notes" means, collectively, the Initial Notes, the Exchange
Securities and the Additional Notes, if any, treated as a single class of
securities, as amended from time to time in accordance with the terms hereof,
that are issued pursuant to this Indenture.

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

                  "Officer" means the Chairman, any Vice Chairman, the
President, any Vice President, the Chief Financial Officer, the Treasurer or the
Secretary of the Company.

                  "Officers' Certificate" means a certificate signed by two
Officers or by one Officer and any Assistant Treasurer or Assistant Secretary of
the Company and which complies with the provisions of this Indenture.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee; such counsel may be an
employee of or counsel to the Company or the Trustee.

                  "Other Notes" has the meaning set forth in Section 2.02.

                  "Pari Passu Debt" has the meaning set forth under Section
4.11.

                  "Paying Agent" has the meaning set forth under Section 2.04.

                  "Permitted Indebtedness" has the meaning set forth under
Section 4.10.


                                      -14-
<PAGE>

                  "Permitted Investments" means:

                  (1)      Investments in cash in (a) euros or dollars and Cash
         Equivalents or, to the extent determined by the Company or a Foreign
         Subsidiary in good faith to be necessary for local working capital
         requirements and operational requirements of the Foreign Subsidiaries,
         other cash and cash equivalents denominated in the currency of any
         jurisdiction which are, as determined in good faith by the Company or
         such Foreign Subsidiary, necessary or desirable for reasonable business
         purposes and, in the case of cash equivalents, are otherwise
         substantially similar to the items specified in the definition of "Cash
         Equivalents," and (b) cash and Cash Equivalents denominated in the
         currency of the jurisdiction of organization or place of business of a
         Foreign Subsidiary that are otherwise substantially similar to items
         specified in the definition of "Cash Equivalents," except that if such
         jurisdiction prohibits the repatriation of working capital to the
         United States, any specific rating required in the definition of "Cash
         Equivalents" shall be deemed to be satisfied if such Investments have,
         at the time of the acquisition, the highest rating from any rating
         agency of any Investments available to be issued in such currency;

                  (2)      Investments in the Company, any Guarantor or any
         Wholly Owned Restricted Subsidiary or any Person that, as a result of
         or in connection with such Investment, (a) becomes a Guarantor or a
         Wholly Owned Restricted Subsidiary or (b) is merged or consolidated
         with or into, or transfers or conveys substantially all of its assets
         to, or is liquidated into, the Company, any Guarantor or any Wholly
         Owned Restricted Subsidiary;

                  (3)      Investments in the Notes;

                  (4)      Investments in prepaid expenses, negotiable
         instruments held for collection and lease, utility and workers'
         compensation, performance and other similar deposits made in the
         ordinary course of business consistent with past practices;

                  (5)      Hedging Obligations permitted by clause (6) of the
         definition of "Permitted Indebtedness";

                  (6)      any Investment to the extent that the consideration
         therefor consists of Qualified Capital Stock of the Company;

                  (7)      accounts receivable acquired in the ordinary course
         of business or Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (8)      loans and advances to employees who are not directors
         or executive officers made in the ordinary course of business not to
         exceed $2.0 million in the aggregate at any one time outstanding;

                  (9)      any non-cash consideration received as a result of
         Asset Sales in compliance with Section 4.11;

                  (10)     Investments in joint ventures engaged in a Related
         Business in an aggregate amount outstanding not to exceed 2.5% of
         Consolidated Tangible Assets at the time of such Investment is made;
         and


                                      -15-
<PAGE>

                  (11)     in addition to the Investments described in clauses
         (1) through (10) above, other Investments not to exceed $25.0 million
         at any time outstanding.

                  The amount of Investments outstanding at any time pursuant to
clause (11) above shall be deemed to be reduced:

                  (a)      upon the disposition or repayment of or return on any
         Investment made pursuant to clause (11) above, by an amount equal to
         the return of capital with respect to such Investment to the Company or
         any Restricted Subsidiary (to the extent not included in the
         computation of Consolidated Net Income), less the cost of the
         disposition of such Investment and net of taxes; and

                  (b)      upon a redesignation of an Unrestricted Subsidiary as
         a Restricted Subsidiary, by an amount equal to the lesser of (x) the
         Fair Market Value of the Company's proportionate interest in such
         Subsidiary immediately following such redesignation, and (y) the
         aggregate amount of Investments in such Subsidiary that increased (and
         did not previously decrease) the amount of Investments outstanding
         pursuant to clause (11) above.

                  "Permitted Liens" means:

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

                  (2)      Liens securing the Credit Facilities;

                  (3)      Liens existing on the Issue Date securing
         Indebtedness outstanding on the Issue Date;

                  (4)      Liens securing all of the Obligations under this
         Indenture;

                  (5)      Liens in favor of the Company or any Restricted
         Subsidiary;

                  (6)      Liens securing Hedging Obligations incurred pursuant
         to clause (6) of the definition of "Permitted Indebtedness";

                  (7)      Liens securing Capital Lease Obligations and Purchase
         Money Indebtedness, provided such Indebtedness shall not be secured by
         any asset other than the specified asset being financed and additions
         and improvements thereto;

                  (8)      Liens securing Indebtedness of Foreign Subsidiaries;

                  (9)      Liens to secure any refinancings, renewals,
         extensions, modifications or replacements (collectively, "refinancing")
         (or successive refinancings), in whole or in part, of any Indebtedness
         secured by Liens referred to in clauses (1), (2), (3), (4) or (7) above
         so long as such Lien does not extend to any other property (other than
         improvements thereto);


                                      -16-
<PAGE>

                  (10)     Liens for taxes, assessments or governmental charges
         or claims either (a) not delinquent or (b) contested in good faith by
         appropriate proceedings and as to which the Company or any Restricted
         Subsidiary shall have set aside on its books such reserves as may be
         required pursuant to GAAP;

                  (11)     statutory Liens of landlords and Liens of carriers,
         warehousemen, mechanics, suppliers, materialmen, repairmen and other
         Liens imposed by law Incurred in the ordinary course of business for
         sums not yet delinquent or being contested in good faith, if such
         reserve or other appropriate provision, if any, as shall be required by
         GAAP shall have been made in respect thereof;

                  (12)     Liens Incurred or deposits made in the ordinary
         course of business in connection with workers' compensation,
         unemployment insurance and other types of social security, or to secure
         the performance of tenders, statutory obligations, surety and appeal
         bonds, bids, leases, government contracts, performance and
         return-of-money bonds and other similar obligations (exclusive of
         obligations for the payment of borrowed money);

                  (13)     Liens upon specific items of inventory or other goods
         and proceeds of any Person securing such Person's obligations in
         respect of bankers' acceptances issued or created for the account of
         such Person to facilitate the purchase, shipment or storage of such
         inventory or other goods;

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

                  (15)     easements, rights-of-way, zoning restrictions and
         other similar charges, restrictions or encumbrances in respect of real
         property or immaterial imperfections of title which do not, in the
         aggregate, impair in any material respect the ordinary conduct of the
         business of the Company and the Restricted Subsidiaries taken as a
         whole;

                  (16)     Liens securing reimbursement obligations with respect
         to commercial letters of credit which encumber documents and other
         assets relating to such letters of credit and products and proceeds
         thereof;

                  (17)     Liens encumbering deposits made to secure obligations
         arising from statutory, regulatory, contractual or warranty
         requirements of the Company or any Restricted Subsidiary, including
         rights of offset and setoff;

                  (18)     bankers' Liens, rights of setoff and other similar
         Liens existing solely with respect to cash and Cash Equivalents on
         deposit in one or more of accounts maintained by the Company or any
         Restricted Subsidiary, in each case granted in the ordinary course of
         business in favor of the bank or banks with which such accounts are
         maintained, securing amounts owing to such bank with respect to cash
         management and operating account arrangements, including those
         involving pooled accounts and netting arrangements; provided that in no
         case shall any such Liens secure (either directly or indirectly) the
         repayment of any Indebtedness;

                  (19)     leases or subleases granted to others that do not
         materially interfere with the ordinary course of business of the
         Company or any Restricted Subsidiary;


                                      -17-
<PAGE>

                  (20)     Liens arising from filing Uniform Commercial Code
         financing statements regarding leases;

                  (21)     Liens securing Acquired Indebtedness permitted to be
         Incurred under this Indenture; provided that the Liens do not extend to
         assets not subject to such Liens at the time of acquisition (other than
         improvements thereon) and are no more favorable to the lienholders than
         those securing such Acquired Indebtedness prior to the Incurrence of
         such Acquired Indebtedness by the Company or a Restricted Subsidiary;

                  (22)     Liens in favor of customs and revenue authorities
         arising as a matter of law to secure payment of customs duties in
         connection with the importation of goods;

                  (23)     Liens on and pledges of the Capital Stock of any
         Unrestricted Subsidiary securing any Indebtedness of such Unrestricted
         Subsidiary; and

                  (24)     additional Liens securing obligations and
         Attributable Indebtedness Incurred pursuant to Section 4.17 in an
         aggregate amount outstanding not to exceed 3.0% of Consolidated
         Tangible Assets at the time of such Incurrence.

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

                  "Physical Notes" means certificated Notes in registered form
in substantially the form set forth in Exhibit A.

                  "Preferred Capital Stock," in any Person, means Capital Stock
of any class or classes (however designated) which is preferred as to the
payment of dividends or distributions, or as to the distribution of assets upon
any voluntary or involuntary liquidation or dissolution of such Person, over
Capital Stock of any other class in such Person.

                  "principal" of a Note means the principal of the Note plus the
premium, if any, payable on the Note which is due or overdue or is to become due
at the relevant time.

                  "Private Placement Legend" means the legend initially set
forth on the Rule 144A Notes and Other Notes that are Restricted Notes in the
form set forth in Exhibit B.

                  "Public Equity Offering" means an underwritten public offering
of Qualified Capital Stock of the Company with gross cash proceeds to the
Company of at least $25.0 million pursuant to a registration statement that has
been declared effective by the SEC pursuant to the Securities Act (other than a
registration statement on Form S-4 (or any successor form covering substantially
the same transactions), Form S-8 (or any successor form covering substantially
the same transactions) or otherwise relating to equity securities issuable under
any employee benefit plan of the Company), other than the concurrent offering of
the Company's common stock.

                  "Purchase Money Indebtedness" means Indebtedness of the
Company or any Restricted Subsidiary Incurred for the purpose of financing all
or any part of the purchase price or the cost of construction or improvement of
any property; provided, however, that (i) the aggregate principal amount of such
Indebtedness does not exceed the lesser of the Fair Market Value of such
property or such purchase price or cost, including any refinancing of such
Indebtedness that does not increase the aggregate principal amount (or accreted
amount, if less) thereof as of the date of refinancing, and (ii) such
Indebtedness shall be Incurred within 180 days after such acquisition of such
asset by the Company or such Restricted Subsidiary or completion of such
construction or improvement.


                                      -18-
<PAGE>

                  "Qualified Capital Stock" in any Person means any Capital
Stock in such Person other than any Disqualified Capital Stock.

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

                  "Redeemable Convertible Preferred Stock" means the Company's
5.75% Series A redeemable convertible preferred stock issued on the Issue Date.

                  "Redemption Date" when used with respect to any Note to be
redeemed means the date fixed for such redemption pursuant to the terms of the
Notes.

                  "Registrar" has the meaning set forth under Section 2.04.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company, the Guarantors,
Merrill Lynch, Pierce, Fenner & Smith Incorporated and UBS Securities LLC.

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

                  "Regulation S Notes" has the meaning set forth under Section
2.02.

                  "Related Business" means those businesses in which the Company
or any of the Restricted Subsidiaries is engaged on the Issue Date, or that are
reasonably related, ancillary, incidental or complementary thereto, as
determined by the Company's Board of Directors.

                  "Restricted Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided, that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Note is a Restricted
Note.

                  "Restricted Payment" has the meaning set forth in Section
4.09.

                  "Restricted Subsidiary" means any Subsidiary of the Company
other than any Subsidiary of the Company that has been designated by the Board
of Directors of the Company, by a Board Resolution delivered to the Trustee, as
an Unrestricted Subsidiary pursuant to Section 4.14. Any designation of a
Subsidiary of the Company as an Unrestricted Subsidiary may be revoked by a
Board Resolution delivered to the Trustee, subject to the provisions of Section
4.14.

                  "Revocation" has the meaning set forth under Section 4.14.

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

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

                  "Rule 144A Notes" has the meaning set forth under Section
2.02.

                  "S&P" means Standard & Poor's Ratings Group, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.


                                      -19-
<PAGE>

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

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, or any
successor statute, and the rules and regulations promulgated by the SEC
thereunder.

                  "Significant Subsidiary" means (1) any Restricted Subsidiary
that would be a "significant subsidiary" as defined in Regulation S-X
promulgated pursuant to the Securities Act as such Regulation is in effect on
the Issue Date and (2) any Restricted Subsidiary that, when aggregated with all
other Restricted Subsidiaries that are not otherwise Significant Subsidiaries
and as to which any event described in Section 6.01(8) has occurred and is
continuing, would constitute a Significant Subsidiary under clause (1) of this
definition.

                  "Stated Maturity," when used with respect to any Note or any
installment of interest thereon, means the date specified in such Note as the
fixed date on which the principal of such Note or such installment of interest
is due and payable.

                  "Subordinated Indebtedness" means any Indebtedness of the
Company or a Guarantor that is expressly subordinated in right of payment to the
Notes or the Guarantee of such Guarantor.

                  "Subsidiary" with respect to any Person means (1) any
corporation, limited liability company, association or other business entity of
which more than 50% of the total voting power of all outstanding Voting Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors 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 (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). Unless otherwise specified, "Subsidiary" refers to a Subsidiary of the
Company.

                  "Surviving Person" means, with respect to any Person involved
in or that makes any Disposition, the Person formed by or surviving such
Disposition or the Person to which such Disposition is made.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss. 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03 hereof).

                  "Total Assets" means, with respect to any Person, as of any
date, the consolidated total assets of such Person, as determined in accordance
with GAAP.

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

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


                                      -20-
<PAGE>

                  "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to and in compliance with Section 4.14, in each case
until such time as any such designation may be revoked by a Board Resolution
delivered to the Trustee, subject to the provisions of Section 4.14.

                  "Unutilized Net Cash Proceeds" has the meaning set forth
Section 4.11.

                  "U.S. Credit Agreement" means the credit agreement dated on or
about the Issue Date by and among General Cable Industries, Inc., as borrower,
the Company and certain other Subsidiaries, as guarantors and/or additional
borrowers, the lenders party thereto from time to time, UBS Securities LLC, as
joint lead arranger, UBS AG, Stamford Branch, as administrative agent and
issuing bank, and Merrill Lynch Capital, a Division of Merrill Lynch Business
Financial Services, Inc., as collateral agent and joint lead arranger, including
any notes, guarantees, collateral and security documents, instruments and
agreements executed in connection therewith (including Hedging Obligations
related to the Indebtedness incurred thereunder), as amended, amended and
restated, supplemented or otherwise modified from time or time.

                  "U.S. Credit Facility" means one or more debt facilities
providing for senior revolving credit loans, senior term loans and/or letters of
credit to the Company and/or one or more Domestic Subsidiaries, as borrower or
borrowers and guarantors thereunder (including, without limitation, the U.S.
Credit Agreement), as amended, amended and restated, supplemented, modified,
refinanced, replaced or otherwise restructured, in whole or in part from time to
time, including increasing the amount of available borrowings thereunder or
adding other Domestic Subsidiaries as additional borrowers and/or guarantors
thereunder, with respect to all or any portion of the Indebtedness under such
facilities or any successor or replacement facilities and whether with the same
or any other agent, lender or group of lenders; provided, that no such debt
facility that otherwise complies with the definition shall cease to be a U.S.
Credit Facility solely as a result of a Foreign Subsidiary becoming a borrower
or guarantor thereunder.

                  "Voting Stock" means Capital Stock in a corporation or other
Person with voting power under ordinary circumstances entitling the holders
thereof to elect the Board of Directors or other comparable governing body of
such corporation or Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness (including Disqualified Capital Stock) 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 scheduled payment of principal or dividends 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 aggregate principal amount of such
Indebtedness (including Disqualified Capital Stock).

                  "Wholly Owned Restricted Subsidiary" means any Restricted
Subsidiary all of the voting power of outstanding Voting Stock (other than
directors' qualifying shares) of which is owned, directly or indirectly, by the
Company.

SECTION 1.02.     Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA 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.


                                      -21-
<PAGE>

                  "indenture securityholder" means a Holder or Noteholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor on the indenture securities" means the Company, the
Guarantors or any other obligor on the Notes.

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

SECTION 1.03.     Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2)      "or" is not exclusive;

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

                  (4)      words used herein implying any gender shall apply to
         both genders;

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

                  (6)      unless otherwise specified herein, all accounting
         terms used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial statements required to be
         delivered hereunder shall be prepared in accordance with GAAP as in
         effect from time to time, applied on a basis consistent with the most
         recent audited consolidated financial statements of the Company;

                  (7)      "$," "dollars," "U.S. Dollars" and "United States
         Dollars" each refer to United States dollars, or such other money of
         the United States that at the time of payment is legal tender for
         payment of public and private debts;

                  (8)      "(euro)" and "euros" each refer to the currency
         introduced at the start of the third stage of economic and monetary
         union pursuant to the Treaty of Rome establishing the European
         Community, as amended by the Treaty on European Union, signed at
         Maastricht on February 7, 1992; and

                  (9)      whenever in this Indenture there is mentioned, in any
         context, principal, interest or any other amount payable under or with
         respect to any Note, such mention shall be deemed to include mention of
         the payment of Additional Interest to the extent that, in such context,
         Additional Interest is, was or would be payable in respect thereof.


                                      -22-
<PAGE>

                                  ARTICLE TWO

                                   THE NOTES


SECTION 2.01.     Amount of Notes.

                  The Trustee shall initially authenticate Initial Notes for
original issue on the Issue Date in an aggregate principal amount of
$285,000,000 upon a written order of the Company in the form of an Officers'
Certificate of the Company (other than as provided in Section 2.08). The Trustee
shall authenticate Additional Notes thereafter in unlimited amount (so long as
permitted by the terms of this Indenture, including, without limitation,
Sections 2.19 and 4.10) for original issue upon a written order of the Company
in the form of an Officers' Certificate in aggregate principal amount as
specified in such order (other than as provided in Section 2.08). Each such
written order shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be authenticated.

SECTION 2.02.     Form and Dating.

                  The Notes and the Trustee's certificate of authentication with
respect thereto shall be substantially in the form set forth in Exhibit A, which
is incorporated in and forms a part of this Indenture. The Notes may have
notations, legends or endorsements required by law, rule or usage to which the
Company is subject. Without limiting the generality of the foregoing, Notes
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A
("Rule 144A Notes") shall bear the legend and include the form of assignment set
forth in Exhibit B, Notes offered and sold in offshore transactions in reliance
on Regulation S ("Regulation S Notes") shall bear the legend and include the
form of assignment set forth in Exhibit C, and Notes offered and sold to
Institutional Accredited Investors in transactions exempt from registration
under the Securities Act not made in reliance on Rule 144A or Regulation S
("Other Notes") may be represented by a Restricted Global Note or, if such an
investor may not hold an interest in the Restricted Global Note, a Physical
Note, in each case, bearing the Private Placement Legend. Each Note shall be
dated the date of its authentication.

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

                  The Notes may be presented for registration of transfer and
exchange at the offices of the Registrar.

SECTION 2.03.     Execution and Authentication.

                  Two Officers shall sign, or one Officer shall sign and one
Officer (each of whom shall, in each case, have been duly authorized by all
requisite corporate actions) shall attest to, the Notes for the Company by
manual or facsimile signature.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office at the time the
Trustee authenticates the Note, the Note shall be valid nevertheless.


                                      -23-
<PAGE>

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been authenticated and delivered
hereunder and shall never be entitled to the benefits of this Indenture.

                  The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Notes. Unless otherwise provided
in the appointment, an authenticating agent may authenticate the Notes whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by such agent. An authenticating agent has the
same rights as an Agent to deal with the Company and Affiliates of the Company.
Each Paying Agent is designated as an authenticating agent for purposes of this
Indenture.

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

SECTION 2.04.     Registrar and Paying Agent.

                  The Company shall maintain an office or agency where Notes may
be presented for registration of transfer or for exchange (the "Registrar"), and
an office or agency where Notes may be presented for payment (the "Paying
Agent") and an office or agency where notices and demands to or upon the
Company, if any, in respect of the Notes and this Indenture may be served. The
Registrar shall keep a register of the Notes and of their transfer and exchange.
The Company may have one or more additional Paying Agents. The term "Paying
Agent" includes any additional Paying Agent. Neither the Company nor any
Affiliate thereof may act as Paying Agent.

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

                  The Company initially appoints the Trustee as Registrar,
Paying Agent and Agent for service of notices and demands in connection with the
Notes and this Indenture.

SECTION 2.05.     Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Noteholders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been
paid to it by the Company or any other obligor on the Notes or the Guarantors),
and the Company and the Paying Agent shall notify the Trustee of any default by
the Company (or any other obligor on the Notes) in making any such payment.
Money held in trust by the Paying Agent need not be segregated except as
required by law and in no event shall the Paying Agent be liable for any
interest on any money received by it hereunder. The Company at any time may
require the Paying Agent to pay all money held by it to the Trustee and account
for any funds disbursed and the Trustee may at any time during the continuance
of any Event of Default specified in Section 6.01(1) or (2), upon written
request to the Paying Agent, require such Paying Agent to pay forthwith all
money so held by it to the Trustee and to account for any funds disbursed. Upon
making such payment, the Paying Agent shall have no further liability for the
money delivered to the Trustee.


                                      -24-
<PAGE>

SECTION 2.06.     Noteholder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Noteholders. If the Trustee is not the Registrar, the Company
shall furnish to the Trustee at least five Business Days before each Interest
Payment Date, and at such other times as the Trustee may request in writing, a
list in such form and as of such date as the Trustee may reasonably require of
the names and addresses of the Noteholders.

SECTION 2.07.     Transfer and Exchange.

                  Subject to Sections 2.16 and 2.17, when Notes are presented to
the Registrar with a request from the Holder of such Notes to register a
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer as
requested. Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorneys duly authorized in writing. To permit
registrations of transfers and exchanges, the Company shall issue and execute
and the Trustee shall authenticate new Notes (and the Guarantors shall execute
the guarantee thereon) evidencing such transfer or exchange at the Registrar's
request. No service charge shall be made to the Noteholder for any registration
of transfer or exchange. The Company may require from the Noteholder payment of
a sum sufficient to cover any transfer taxes or other governmental charge that
may be imposed in relation to a transfer or exchange, but this provision shall
not apply to any exchange pursuant to Section 2.11, 3.06, 4.08, 4.11 or 8.05 (in
which events the Company shall be responsible for the payment of such taxes).
The Registrar shall not be required to exchange or register a transfer of any
Note for a period of 15 days immediately preceding the mailing of notice of
redemption of Notes to be redeemed or of any Note selected, called or being
called for redemption except the unredeemed portion of any Note being redeemed
in part.

                  Any Holder of the Global Note shall, by acceptance of such
Global Note, agree that transfers of the beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Global Note shall be required to be reflected in a book entry.

                  Each Holder of a Note agrees to indemnify the Company and the
Trustee against any liability that may result from the transfer, exchange or
assignment of such Holder's Note in violation of any provision of this Indenture
of applicable U.S. Federal or state securities law.

                  Except as expressly provided herein, neither the Trustee nor
the Registrar shall have any duty to monitor the Company's compliance with or
have any responsibility with respect to the Company's compliance with any
Federal or state securities laws.

SECTION 2.08.     Replacement Notes.

                  If a mutilated Note is surrendered to the Registrar or the
Trustee, or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note (and the Guarantors shall execute the guarantee
thereon) if the Holder of such Note furnishes to the Company and the Trustee
evidence reasonably acceptable to them of the ownership and the destruction,
loss or theft of such Note and if the requirements of Section 8-405 of the New
York Uniform Commercial Code as in effect on the date of this Indenture are met.
If required by the Trustee or the Company, an indemnity bond shall be posted,
sufficient in the judgment of both to protect the Company, the Guarantors, the
Trustee or any Paying Agent from any loss that any of them may suffer if such
Note is replaced. The Company may charge such Holder for the Company's
reasonable out-of-pocket expenses in replacing such Note and the Trustee may
charge the Company for the Trustee's expenses (including, without limitation,
attorneys' fees and disbursements) in replacing such Note. Every replacement
Note shall constitute a contractual obligation of the Company.


                                      -25-
<PAGE>

SECTION 2.09.     Outstanding Notes.

                  The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Company or one of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.08, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date, money sufficient to pay all accrued interest and principal with
respect to the Notes payable on that date and is not prohibited from paying such
money to the Holders thereof pursuant to the terms of this Indenture, then on
and after that date such Notes cease to be outstanding and interest on them
ceases to accrue.

SECTION 2.10.     Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other
change to this Indenture, Notes owned by the Company or any other Affiliate of
the Company shall be disregarded as though they were not outstanding, except
that for the purposes of determining whether the Trustee shall be protected in
relying on any such direction, waiver or consent or any amendment, modification
or other change to this Indenture, only Notes as to which a Responsible Officer
of the Trustee has actually received an Officers' Certificate stating that such
Notes are so owned shall be so disregarded. Notes so owned which have been
pledged in good faith shall not be disregarded if the pledgee established to the
satisfaction of the Trustee the pledgee's right so to act with respect to the
Notes and that the pledgee is not the Company, a Guarantor, any other obligor on
the Notes or any of their respective Affiliates.

SECTION 2.11.     Temporary Notes.

                  Until definitive Notes are prepared and ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.


                                      -26-
<PAGE>

SECTION 2.12.     Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall (subject to the
record-retention requirements of the Exchange Act) dispose of such canceled
Notes in its customary manner. The Company may not reissue or resell, or issue
new Notes to replace, Notes that the Company has redeemed or paid, or that have
been delivered to the Trustee for cancellation.

SECTION 2.13.     Defaulted Interest.

                  If the Company defaults on a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Noteholders on a subsequent special record date, which
date shall be at least five Business Days prior to the payment date. The Company
shall fix such special record date and payment date in a manner satisfactory to
the Trustee. At least 10 days before such special record date, the Company shall
mail to each Noteholder a notice that states the special record date, the
payment date and the amount of defaulted interest, and interest payable on
defaulted interest, if any, to be paid. The Company may make payment of any
defaulted interest in any other lawful manner not inconsistent with the
requirements (if applicable) of any securities exchange on which the Notes may
be listed and, upon such notice as may be required by such exchange, if, after
written notice given by the Company to the Trustee of the proposed payment
pursuant to this sentence, such manner of payment shall be deemed practicable by
the Trustee.

SECTION 2.14.     CUSIP Number.

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

SECTION 2.15.     Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depository or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Physical Notes
shall be payable, either in person or by mail, at the office of the Paying
Agent.


                                      -27-
<PAGE>

SECTION 2.16.     Book-Entry Provisions for Global Notes.

(a) Rule 144A Notes and Other Notes shall be represented by one or more notes in
registered, global form without interest coupons (collectively, the "Restricted
Global Note"). Regulation S Notes initially shall be represented by one or more
notes in registered, global form without interest coupons (collectively, the
"Regulation S Global Note," and, together with the Restricted Global Note and
any other global notes representing Notes, the "Global Notes"). The Global Notes
shall bear legends as set forth in Exhibit D. The Global Notes initially shall
(i) be registered in the name of the Depository or the nominee of such
Depository, in each case for credit to an account of an Agent Member (or, in the
case of the Regulation S Global Notes, of Euroclear System ("Euroclear") and
Cedel Bank, S.A ("CEDEL") and (ii) be delivered to the Trustee as custodian for
such Depository and (iii) bear legends as set forth in Exhibit B with respect to
Restricted Global Notes and Exhibit C with respect to Regulation S Global Notes.

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

                  (b)      Transfers of Global Notes shall be limited to
transfer in whole, but not in part, to the Depository, its successors or their
respective nominees. Interests of beneficial owners in the Global Notes may be
transferred or exchanged for Physical Notes in accordance with the rules and
procedures of the Depository and the provisions of Section 2.17. In addition, a
Global Note shall be exchangeable for Physical Notes if (i) the Depository (x)
notifies the Company that it is unwilling or unable to continue as depository
for such Global Note and the Company thereupon fails to appoint a successor
depository or (y) has ceased to be a clearing agency registered under the
Exchange Act, (ii) the Company, at its option, notifies the Trustee in writing
that it elects to cause the issuance of such Physical Notes or (iii) there shall
have occurred and be continuing an Event of Default with respect to the Notes.
In all cases, Physical Notes delivered in exchange for any Global Note or
beneficial interests therein shall be registered in the names, and issued in any
approved denominations, requested by or on behalf of the Depository (in
accordance with its customary procedures).

                  (c)      In connection with any transfer or exchange of a
portion of the beneficial interest in any Global Note to beneficial owners
pursuant to paragraph (b), the Registrar shall (if one or more Physical Notes
are to be issued) reflect on its books and records the date and a decrease in
the principal amount of the Global Note in an amount equal to the principal
amount of the beneficial interest in the Global Note to be transferred, and the
Company shall execute, and the Trustee shall upon receipt of a written order
from the Company authenticate and make available for delivery, one or more
Physical Notes of like tenor and amount.

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

                  (e)      Any Physical Note constituting a Restricted Note
delivered in exchange for an interest in a Global Note pursuant to paragraph
(b), (c) or (d) shall, except as otherwise provided by paragraphs (a)(i)(x) and
(c) of Section 2.17, bear the Private Placement Legend or, in the case of the
Regulation S Global Note, the legend set forth in Exhibit C, in each case,
unless the Company determines otherwise in compliance with applicable law.


                                      -28-
<PAGE>

                  (f)      On or prior to the 40th day after the later of the
commencement of the offering of the Notes represented by the Regulation S Global
Note and the issue date of such Notes (such period through and including such
40th day, the "Restricted Period"), a beneficial interest in a Regulation S
Global Note may be transferred to a Person who takes delivery in the form of an
interest in the corresponding Restricted Global Note only upon receipt by the
Trustee of a written certification from the transferor to the effect that such
transfer is being made (i)(a) to a Person that the transferor reasonably
believes is a Qualified Institutional Buyer in a transaction meeting the
requirements of Rule 144A or (b) pursuant to another exemption from the
registration requirements under the Securities Act which is accompanied by an
Opinion of Counsel regarding the availability of such exemption and (ii) in
accordance with all applicable securities laws of any state of the United States
or any other jurisdiction.

                  (g)      Beneficial interests in the Restricted Global Note
may be transferred to a Person who takes delivery in the form of an interest in
the Regulation S Global Note, whether before or after the expiration of the
Restricted Period, only if the transferor first delivers to the Trustee a
written certificate to the effect that such transfer is being made in accordance
with Rule 903 or 904 of Regulation S or Rule 144 (if available) and that, if
such transfer occurs prior to the expiration of the Restricted Period, the
interest transferred will be held immediately thereafter through Euroclear or
CEDEL.

                  (h)      Any beneficial interest in one of the Global Notes
that is transferred to a Person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in such other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

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

SECTION 2.17.     Special Transfer Provisions.

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

                  (i)      the Registrar shall register the transfer of any Note
         constituting a Restricted Note, whether or not such Note bears the
         Private Placement Legend, if (x) the requested transfer is after
         November 24, 2005, or such other date as such Note shall be freely
         transferable under Rule 144 as certified in an Officers' Certificate or
         (y) (1) in the case of a transfer to an Institutional Accredited
         Investor which is not a QIB (excluding Non-U.S. Persons), the proposed
         transferee has delivered to the Registrar a certificate substantially
         in the form of Exhibit E hereto or (2) in the case of a transfer to a
         Non-U.S. Person (including a QIB), the proposed transferor has
         delivered to the Registrar a certificate substantially in the form of
         Exhibit F hereto; provided that in the case of any transfer of a Note
         bearing the Private Placement Legend for a Note not bearing the Private
         Placement Legend, the Registrar has received an Officers' Certificate
         authorizing such transfer; and

                  (ii)     if the proposed transferor is an Agent Member holding
         a beneficial interest in a Global Note, upon receipt by the Registrar
         of (x) the certificate, if any, required by paragraph (i) above and (y)
         instructions given in accordance with the Depository's and the
         Registrar's procedures,


                                      -29-
<PAGE>

whereupon (a) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in a Global Note to be transferred,
and (b) the Registrar shall reflect on its books and records the date and an
increase in the principal amount of a Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note transferred or
the Company shall execute and the Trustee shall authenticate and make available
for delivery one or more Physical Notes of like tenor and amount.

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

                  (i)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on such Holder's Note stating, or has otherwise advised
         the Company and the Registrar in writing, that the sale has been made
         in compliance with the provisions of Rule 144A to a transferee who has
         signed the certification provided for on such Holder's Note stating,
         has otherwise advised the Company and the Registrar in writing, that it
         is purchasing the Note for its own account or an account with respect
         to which it exercises sole investment discretion and that it and any
         such account is a QIB within the meaning of Rule 144A, and is aware
         that the sale to it is being made in reliance on Rule 144A and
         acknowledges that it has received such information regarding the
         Company as it has requested pursuant to Rule 144A or has determined not
         to request such information and that it is aware that the transferor is
         relying upon its foregoing representations in order to claim the
         exemption from registration provided by Rule 144A; and

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

                  (c)      Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall deliver Notes that do not bear the Private Placement
Legend. Upon the registration of transfer, exchange or replacement of Notes
bearing the Private Placement Legend, the Registrar shall deliver only Notes
that bear the Private Placement Legend unless (i) it has received the Officers'
Certificate required by paragraph (a)(i)(y) of this Section 2.17, (ii) there is
delivered to the Registrar an Opinion of Counsel reasonably satisfactory to the
Company and the Trustee to the effect that neither such legend nor the related
restrictions on transfer are required in order to maintain compliance with the
provisions of the Securities Act or (iii) such Note has been sold pursuant to an
effective registration statement under the Securities Act and the Registrar has
received an Officers' Certificate from the Company to such effect.

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

                  The Registrar shall retain for a period of two years copies of
all letters, notices and other written communications received pursuant to
Section 2.16 or this Section 2.17. The Company shall have the right to inspect
and make copies of all such letters, notices or other written communications at
any reasonable time upon the giving of reasonable notice to the Registrar.


                                      -30-
<PAGE>

SECTION 2.18.     Computation of Interest.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months and actual days elapsed.

SECTION 2.19.     Issuance of Additional Notes.

                  The Company shall be entitled to issue Additional Notes under
this Indenture which shall have identical terms as the Initial Notes, other than
with respect to the date of issuance, issue price (including amount of interest
deemed to have accrued since the last Interest Payment Date), and amount of
interest payable or upon a registration default as provided under a registration
rights agreement related thereto; provided that such issuance shall be made in
compliance with Section 4.10. The Company will use all reasonable efforts to
ensure that the Exchange Securities and any exchange securities issued in
exchange for any Additional Notes issued in a transaction exempt from the
registration requirements of the Securities Act have the same CUSIP numbers.

                  With respect to any Additional Notes, the Company shall set
forth in a resolution of its Board of Directors (or a duly appointed committee
thereof) and in an Officers' Certificate, a copy of each of which shall be
delivered to the Trustee, the following information:

                  (1)      the aggregate principal amount of Notes outstanding
         immediately prior to the issuance of such Additional Notes;

                  (2)      the aggregate principal amount of such Additional
         Notes to be authenticated and delivered pursuant to this Indenture;

                  (3)      the issue price and the issue date of such Additional
         Notes (including amount of interest deemed to have accrued since the
         last Interest Payment Date); and

                  (4)      whether such Additional Notes shall be transfer
         restricted securities bearing a legend in the form of Exhibit B or
         Exhibit C hereto or shall be registered securities and bear no such
         legend.

                                 ARTICLE THREE

                                   REDEMPTION


SECTION 3.01.     Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to paragraph 5
of the Notes, at least 45 days prior to the Redemption Date (unless a shorter
notice shall be agreed to in writing by the Trustee) but not more than 65 days
before the Redemption Date, the Company shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes to be redeemed and the
redemption price, and deliver to the Trustee an Officers' Certificate stating
that such redemption will comply with the conditions contained in paragraph 5 of
the Notes. Notice given to the Trustee pursuant to this Section 3.01 may not be
revoked after the time that notice is given to Noteholders pursuant to Section
3.03.


                                      -31-
<PAGE>

SECTION 3.02.     Selection by Trustee of Notes To Be Redeemed.

                  In the event that less than all of the Notes are to be
redeemed at any time pursuant to an optional redemption, selection of such Notes
for redemption will be made by the Trustee 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 then listed on a national securities exchange,
on a pro rata basis, by lot or by such method as the Trustee shall deem fair and
appropriate; provided, however, that no Notes of a principal amount of $1,000 or
less shall be redeemed in part; provided, further, however, that if a partial
redemption is made with the net cash proceeds of a Public Equity Offering,
selection of the Notes or portions thereof for redemption shall be made by the
Trustee only on a pro rata basis or on as nearly a pro rata basis as is
practicable (subject to the procedures of The Depository Trust Company), unless
such method is otherwise prohibited. For all purposes of this Indenture unless
the context otherwise requires, 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.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder of Notes to be redeemed at his or
her last address as the same appears on the registry books maintained by the
Registrar pursuant to Section 2.04 hereof.

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

                  (1)      the Redemption Date;

                  (2)      the redemption price and the amount of premium and
         accrued interest to be paid;

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

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

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

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

                  (7)      the provision of paragraph 5 of the Notes, as the
         case may be, pursuant to which the Notes called for redemption are
         being redeemed; and

                  (8)      the aggregate principal amount of Notes that are
         being redeemed.

                  At the Company's written request made at least five Business
Days prior to the date on which notice is to be given, the Trustee shall give
the notice of redemption in the Company's name and at the Company's sole
expense.


                                      -32-
<PAGE>

SECTION 3.04.     Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, Notes called for redemption become due and payable on the Redemption
Date and at the redemption price, including any premium, plus interest accrued
to the Redemption Date. Upon surrender to the Paying Agent, such Notes shall be
paid at the redemption price, including any premium, plus interest accrued to
the Redemption Date, provided that if the Redemption Date is after a regular
record date and on or prior to the Interest Payment Date, the accrued interest
shall be payable to the Holder of the redeemed Notes registered on the relevant
record date, and provided, further, that if a Redemption Date is a Legal
Holiday, payment shall be made on the next succeeding Business Day and no
interest shall accrue for the period from such Redemption Date to such
succeeding Business Day.

SECTION 3.05.     Deposit of Redemption Price.

                  On or prior to 10:00 a.m., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

                  On and after any Redemption Date, if money sufficient to pay
the redemption price of, including premium, if any, and accrued interest on
Notes called for redemption shall have been made available in accordance with
the preceding paragraph, the Notes called for redemption will cease to accrue
interest and the only right of the Holders of such Notes will be to receive
payment of the redemption price of and, subject to the first proviso in Section
3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any
Note surrendered for redemption shall not be so paid, interest will be paid,
from the Redemption Date until such redemption payment is made, on the unpaid
principal of the Note and any interest not paid on such unpaid principal, in
each case at the rate and in the manner provided in the Notes.

SECTION 3.06.     Notes Redeemed in Part.

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

                                  ARTICLE FOUR

                                   COVENANTS


SECTION 4.01.     Payment of Notes.

                  The Company shall pay the principal of and interest (including
all Additional Interest as provided in the Registration Rights Agreement) on the
Notes on the dates and in the manner provided in the Notes and this Indenture.
An installment of principal or interest shall be considered paid on the date it
is due if the Trustee or Paying Agent holds on that date money designated for
and sufficient to pay such installment.


                                      -33-
<PAGE>

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

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 or 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 2.04.

SECTION 4.03.     Legal Existence.

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

SECTION 4.04.     Maintenance of Properties; Insurance; Compliance with Law

                  (a)      The Company shall, and shall cause each of its
Restricted Subsidiaries to, at all times cause all material properties used or
useful in the conduct of their respective businesses to be maintained and kept
in good condition, repair and working order (reasonable wear and tear excepted)
and supplied with all necessary equipment, and shall cause to be made all
necessary repairs, renewals, replacements, betterments and improvements thereto.

                  (b)      The Company shall maintain, and shall cause to be
maintained for each of its Restricted Subsidiaries, insurance covering such
risks as are usually and customarily insured against by corporations similarly
situated, in such amounts as shall be customary for corporations similarly
situated and with such deductibles and by such methods as shall be customary and
reasonably consistent with past practice.


                                      -34-
<PAGE>

                  (c)      The Company shall, and shall cause each of its
Subsidiaries to, comply with all statutes, laws, ordinances or government rules
and regulations to which they are subject, non-compliance with which would
materially adversely affect the business, prospects, earnings, properties,
assets or financial condition of the Company and its Subsidiaries taken as a
whole.

SECTION 4.05.     Waiver of Stay, Extension or Usury Laws.

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

SECTION 4.06.     Compliance Certificate.

                  The Company shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officers' Certificate stating that a review of
the activities of the Company and its Subsidiaries during such fiscal year has
been made under the supervision of the signing Officers with a view to
determining whether the Company and the Guarantors have kept, observed,
performed and fulfilled their 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 and the Guarantors have kept, observed,
performed and fulfilled each and every covenant contained in this Indenture and
are not in default in the performance or observance of any of the terms,
provisions and conditions hereof (or, if a Default shall have occurred,
describing all such Defaults of which he or she may have knowledge and what
action they are taking or propose 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 and the Guarantors are taking or propose to
take with respect thereto.

                  The Company will deliver to the Trustee, within 15 days after
the occurrence thereof, an Officers' Certificate detailing any Default of which
it is aware, its status and what action the Company is taking or proposes to
take with respect to such Default.

                  The Company's fiscal year currently ends on December 31. The
Company will provide written notice to the Trustee of any change in its fiscal
year.

SECTION 4.07.     Taxes.

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


                                      -35-
<PAGE>

SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control

                  In the event of the occurrence of a Change of Control (the
date of such occurrence being the "Change of Control Date"), the Company shall,
within 30 days after the occurrence of such Change of Control, make an offer
(the "Change of Control Offer") to all Holders to purchase all outstanding Notes
properly tendered pursuant to such offer, and within 60 days after the
occurrence of the Change of Control, all Notes properly tendered pursuant to
such offer shall be accepted for purchase (the date of such purchase, the
"Change of Control Purchase Date") for a cash price equal to 101% of the
principal amount thereof as of the Change of Control Purchase Date, plus accrued
and unpaid interest and Additional Interest, if any, to the date of purchase.

                  In order to effect the Change of Control Offer, the Company
shall mail a notice to each Holder with a copy to the Trustee stating:

                  (1)      that a Change of Control has occurred and that such
         Holder has the right to require the Company to purchase such Holder's
         Notes at a purchase price (the "Change of Control Purchase Price") in
         cash equal to 101% of the principal amount thereof plus accrued and
         unpaid interest and Additional Interest, if any, to the date of
         purchase;

                  (2)      the purchase date, which shall be a Business Day no
         earlier than 30 days nor later than 60 days from the date such notice
         is mailed;

                  (3)      that, unless the Company defaults in the payment of
         the purchase price, any Notes accepted for payment pursuant to the
         Change of Control Offer shall cease to accrue interest after the Change
         of Control Purchase Date; and

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

                  Alternatively, the Company will not be required to make a
Change of Control Offer as provided above, if, in connection with or in
contemplation of any Change of Control, the Company has made an offer to
purchase (an "Alternate Offer") any and all Notes validly tendered at a cash
price equal to or higher than the Change of Control Purchase Price and has
purchased all Notes properly tendered in accordance with the terms of such
Alternate Offer so long as the terms and conditions of such contemplated Change
of Control are described in reasonable detail to the Holders in the notice
delivered in connection with such Alternate Offer.

                  The Company is not required to make a Change of Control Offer
following a Change of Control if a third party makes the Change of Control Offer
in a manner, at the times and otherwise in compliance with the requirements
applicable to a Change of Control Offer made by the Company or makes an
Alternate Offer and purchases all Notes validly tendered and not withdrawn under
such Change of Control Offer or Alternate Offer.

                  If the Company makes a Change of Control Offer or Alternate
Offer, the Company will comply with all applicable tender offer laws and
regulations, including, to the extent applicable, Section 14(e) and Rule 14e-1
under the Exchange Act, and any other applicable federal or state securities
laws and regulations and any applicable requirements of any securities exchange
on which the Notes are listed, and any violation of the provisions of this
Indenture relating to such Change of Control Offer occurring as a result of such
compliance shall not be deemed a Default or an Event of Default.


                                      -36-
<PAGE>

SECTION 4.09.     Limitation on Restricted Payments.

                  (a)      The Company shall not, and shall not cause or permit
any Restricted Subsidiary to, directly or indirectly:

                  (1)      declare or pay any dividend or any other distribution
         on any Capital Stock of the Company or any Restricted Subsidiary or
         make any payment or distribution to the direct or indirect holders (in
         their capacities as such) of Capital Stock of the Company or any
         Restricted Subsidiary (other than any dividends, distributions and
         payments made to the Company or any Restricted Subsidiary and dividends
         or distributions payable to any Person solely in the form of Qualified
         Capital Stock of the Company or in options, warrants or other rights to
         purchase Qualified Capital Stock of the Company);

                  (2)      purchase, redeem or otherwise acquire or retire for
         value any Capital Stock of the Company, any Restricted Subsidiary or
         any of their Affiliates (other than any such Capital Stock owned by the
         Company or any Restricted Subsidiary);

                  (3)      purchase, redeem, defease or retire for value, or
         make any principal payment on, prior to any scheduled maturity,
         scheduled repayment or scheduled sinking fund payment, any Subordinated
         Indebtedness (other than any Subordinated Indebtedness held by the
         Company or any Restricted Subsidiary); or

                  (4)      make any Investment in any Person (other than
         Permitted Investments)

(any such payment or other action (other than any exception thereto) described
in clause (1), (2), (3) or (4) above, a "Restricted Payment"), unless at the
time the Company or such Restricted Subsidiary makes such Restricted Payment:

                  (A)      no Default or Event of Default shall have occurred
         and be continuing at the time or immediately after giving effect to
         such Restricted Payment;

                  (B)      immediately after giving effect to such Restricted
         Payment, the Company would be able to Incur $1.00 of additional
         Indebtedness (other than Permitted Indebtedness) under Section 4.10;
         and

                  (C)      immediately after giving effect to such Restricted
         Payment, the aggregate amount of all Restricted Payments declared or
         made on or after the Issue Date does not exceed an amount equal to the
         sum of:

                           (i)      50% of cumulative Consolidated Net Income
                  determined for the period (taken as one period) from the
                  beginning of the first fiscal quarter beginning on or after
                  the Issue Date and ending on the last day of the most recent
                  fiscal quarter immediately preceding the date of such
                  Restricted Payment for which consolidated financial
                  information of the Company is available (or if such cumulative
                  Consolidated Net Income shall be a loss, minus 100% of such
                  loss), plus

                           (ii)     the aggregate net cash proceeds received
                  after the Issue Date by the Company either (x) as capital
                  contributions to the Company or (y) from the issue and sale
                  (other than to a Subsidiary) of its Qualified Capital Stock
                  (except, in each case, to the extent such proceeds are used to
                  purchase, redeem, retire, defease or otherwise acquire Capital
                  Stock or Subordinated Indebtedness as set forth in Section
                  4.09(b)(2) or (3) and excluding the net proceeds from any
                  issuance and sale of (I) Qualified Capital Stock financed,
                  directly or indirectly, using funds borrowed from the Company
                  or any Subsidiary until and to the extent such borrowing is
                  repaid, (II) Redeemable Convertible Preferred Stock pursuant
                  to an option granted to the initial purchasers of the
                  Redeemable Convertible Preferred Stock issued and sold on the
                  Issue Date or (III) common stock of the Company pursuant to
                  the overallotment option granted to the underwriters of the
                  common stock issued and sold on the Issue Date), plus


                                      -37-
<PAGE>

                           (iii)    the principal amount (or accreted amount,
                  determined in accordance with GAAP, if less) of any
                  Indebtedness of the Company or any Restricted Subsidiary
                  Incurred after the Issue Date which has been converted into or
                  exchanged for Qualified Capital Stock of the Company (except,
                  in each case, to the extent such proceeds are used to
                  purchase, redeem, retire, defease or otherwise acquire
                  Subordinated Indebtedness as set forth in Section 4.09(b)(3)),
                  plus

                           (iv)     in the case of the disposition or repayment
                  of any Investment or the release of a guarantee constituting a
                  Restricted Payment made after the Issue Date, an amount (to
                  the extent not included in the computation of Consolidated Net
                  Income) equal to the lesser of (x) the return of capital with
                  respect to such Investment and (y) the amount of such
                  Investment which was treated as a Restricted Payment, in
                  either case, less the cost of the disposition of such
                  Investment and net of taxes, and, in the case of guarantees,
                  less any amounts paid under such guarantee, plus

                           (v)      so long as the Designation thereof was
                  treated as a Restricted Payment made after the Issue Date,
                  with respect to any Unrestricted Subsidiary that has been
                  redesignated as a Restricted Subsidiary after the Issue Date
                  in accordance with Section 4.14, the Company's proportionate
                  interest in an amount equal to the excess of (x) the Total
                  Assets of such Subsidiary, valued on an aggregate basis at
                  Fair Market Value, over (y) the total liabilities of such
                  Subsidiary, determined in accordance with GAAP (and provided
                  that such amount shall not in any case exceed the Designation
                  Amount with respect to such Restricted Subsidiary upon its
                  Designation).

                  (b)      The foregoing provisions will not prevent:

                  (1)      the payment of any dividend or
         distribution on, or redemption of, Capital Stock within 60 days after
         the date of declaration of such dividend or distribution or the giving
         of formal notice of such redemption, if at the date of such declaration
         or giving of such formal notice such payment or redemption would comply
         with the provisions of this Indenture;

                  (2)      the purchase, redemption, retirement or other
         acquisition of any Capital Stock of the Company in exchange for, or out
         of the net cash proceeds of the substantially concurrent issue and sale
         (other than to a Subsidiary) of, other Capital Stock of the Company
         (other than Disqualified Capital Stock in the case of any such
         purchase, redemption, retirement or other acquisition of Qualified
         Capital Stock); provided, however, that any such net cash proceeds and
         the value of any Qualified Capital Stock issued in exchange for such
         retired Capital Stock are excluded from Section 4.09(a)(C)(ii) above
         (and were not included therein at any time);

                  (3)      the purchase, redemption, retirement, defeasance or
         other acquisition of Subordinated Indebtedness, or any other payment
         thereon, made in exchange for, or out of the net cash proceeds of, a
         substantially concurrent issue and sale (other than to a Subsidiary)
         of:

                           (A)      Qualified Capital Stock of the Company;
                  provided, however, that any such net cash proceeds and the
                  value of any Qualified Capital Stock issued in exchange for
                  Subordinated Indebtedness are excluded from Sections
                  4.09(a)(C)(ii) and (a)(C)(iii) (and were not included therein
                  at any time) or


                                      -38-
<PAGE>

                           (B)      Disqualified Capital Stock of the Company or
                  other Subordinated Indebtedness having no stated maturity for
                  the payment of any portion of principal thereof prior to the
                  final stated maturity of the Subordinated Indebtedness being
                  purchased, redeemed, retired, defeased or otherwise acquired
                  and having a Weighted Average Life to Maturity equal to or
                  greater than the Weighted Average Life to Maturity of the
                  Subordinated Indebtedness being purchased, redeemed, retired,
                  defeased or otherwise acquired;

                  (4)      Restricted Payments not to exceed $10.0 million in
         the aggregate since the Issue Date;

                  (5)      on or prior to the second anniversary of the Issue
         Date, payments of regular cash dividends on the Redeemable Convertible
         Preferred Stock, payable quarterly in arrears, at the rate per annum
         set forth in the certificate of designations relating to the Redeemable
         Convertible Preferred Stock, as in effect on the Issue Date;

                  (6)      the repurchase, redemption or other acquisition or
         retirement for value of any Capital Stock of the Company or any
         Restricted Subsidiary held by any director, officer or employee of the
         Company or any Subsidiary; provided that the aggregate price paid for
         all such repurchased, redeemed, acquired or retired Capital Stock shall
         not exceed $2.0 million in any twelve-month period;

                  (7)      repurchases of Capital Stock of the Company deemed to
         occur upon the exercise of stock options if such Capital Stock
         represents a portion of the exercise price thereof, and repurchases of
         Capital Stock of the Company deemed to occur upon the withholding of a
         portion of the Capital Stock issued, granted or awarded to any
         director, officer or employee of the Company to pay for the taxes
         payable by such director, officer or employee upon such issuance, grant
         or award in order to satisfy, in whole or in part, withholding tax
         requirements in connection with the exercise of such options, in
         accordance with the provisions of an option or rights plan or program
         of the Company; and

                  (8)      the repurchase of any Subordinated Indebtedness at a
         purchase price not greater than 101% or 100% of the principal amount of
         such subordinated Indebtedness in connection with a change of control
         offer pursuant to a provision similar to the requirements set forth in
         Section 4.08, or an asset sale offer pursuant to a provision similar to
         the requirement set forth in Section 4.11, respectively; provided that
         prior to any such repurchase the Company has made the Change of Control
         Offer or the Net Proceeds Offer, as applicable, required by the terms
         of this Indenture and repurchased all Notes validly tendered for
         repayment in connection with such Change of Control Offer or Net
         Proceeds Offer, as applicable;

provided, however, that in the case of each of clauses (2), (3), (4), (5), (6)
and (8), no Default or Event of Default shall have occurred and be continuing or
would arise therefrom.

                  In determining the amount of Restricted Payments permissible
under Section 4.09(a)(C), amounts expended pursuant to clauses (1) and (5) of
Section 4.09(b) shall be included as Restricted Payments and amounts expended
pursuant to clauses (2), (3), (4), (6), (7) and (8) of Section 4.09(b) shall be
excluded. The amount of any non-cash Restricted Payment shall be deemed to be
equal to the Fair Market Value thereof at the date of the making of such
Restricted Payment.


                                      -39-
<PAGE>

SECTION 4.10.     Limitation on Indebtedness and Issuance of Disqualified
                  Capital Stock.

                  (a)      The Company shall not, directly or indirectly, Incur
any Indebtedness (including any Acquired Indebtedness) or issue any Disqualified
Capital Stock, and shall not cause or permit any Restricted Subsidiary to,
directly or indirectly, Incur any Indebtedness (including any Acquired
Indebtedness) or issue any Preferred Capital Stock, except in each case for
Permitted Indebtedness; provided, however, that the Company and any Guarantor
may Incur Indebtedness, and the Company may issue Disqualified Capital Stock,
if, in any such case, at the time of and immediately after giving pro forma
effect to such Incurrence of Indebtedness or issuance of Disqualified Capital
Stock and the application of the proceeds therefrom, no Default or Event of
Default shall have occurred and be continuing and the Consolidated Coverage
Ratio of the Company would be greater than 2.0 to 1.0.

                  (b)      The limitations set forth in Section 4.10(a) will not
apply to the Incurrence or issuance of any of the following (collectively,
"Permitted Indebtedness"), each of which shall be given independent effect:

                  (1)      Indebtedness under the Notes issued on the Issue
         Date, the Guarantees and this Indenture with respect to obligations
         resulting from the Notes issued on the Issue Date and the Guarantees;

                  (2)      Existing Indebtedness;

                  (3)      Indebtedness of the Company and the Restricted
         Subsidiaries under any Credit Facility in an aggregate principal amount
         at any one time outstanding not to exceed the greater of (x) $240.0
         million, less the amount of any scheduled amortization of principal
         payments made thereunder and the amount by which the commitments
         thereunder are from time to time permanently reduced, and (y) the sum
         of (i) 85% of the book value of accounts receivable of the Company and
         the Restricted Subsidiaries, determined in accordance with GAAP, (ii)
         60% of the book value of inventory of the Company and the Restricted
         Subsidiaries, determined in accordance with GAAP, and (iii) $40.0
         million; provided that in no event shall the aggregate principal amount
         at any one time outstanding under European Facilities under this clause
         (3) exceed (euro)50 million;

                  (4)      Indebtedness of any Restricted Subsidiary owed to and
         held by the Company or any other Restricted Subsidiary and Indebtedness
         of the Company owed to and held by any Restricted Subsidiary or
         Disqualified Capital Stock of the Company or any Restricted Subsidiary
         held by the Company or any Restricted Subsidiary; provided, however,
         that (i) any such Indebtedness owed by the Company or any Guarantor
         shall be unsecured and expressly subordinated in right of payment to
         the payment and performance of the Company's or such Guarantor's
         obligations under this Indenture, the Notes and the Guarantees, as
         applicable, and (ii) an Incurrence of Indebtedness and issuance of
         Disqualified Capital Stock that is not permitted by this clause (4)
         shall be deemed to have occurred upon (x) any sale or other disposition
         of any Indebtedness or Disqualified Capital Stock of the Company or any
         Restricted Subsidiary referred to in this clause (4) to a Person other
         than the Company or any Restricted Subsidiary, and (y) the designation
         of a Restricted Subsidiary which holds Indebtedness or Disqualified
         Capital Stock of the Company or any other Restricted Subsidiary as an
         Unrestricted Subsidiary;

                  (5)      guarantees by the Company or any Guarantor of
         Indebtedness permitted to be Incurred under this Section 4.10;


                                      -40-
<PAGE>

                  (6)      Hedging Obligations of the Company and the Restricted
         Subsidiaries; provided, however, that such Hedging Obligations are
         entered into in the ordinary course of business for genuine business
         purposes and not for speculative purposes to protect the Company and/or
         Restricted Subsidiaries against interest rate, currency exchange rate,
         commodity prices or similar fluctuations; provided, further, that (i)
         in the case of Hedging Agreements which relate to Indebtedness, such
         Hedging Agreements do not increase the Indebtedness of the Company and
         the Restricted Subsidiaries outstanding other than as a result of
         fluctuations in foreign currency exchange rates or interest rates or by
         reason of fees, indemnities and compensation payable thereunder and
         (ii) in the case of Hedging Agreements relating to interest rates, the
         foregoing shall not prohibit the swap of fixed to floating rates for
         genuine business purposes;

                  (7)      Indebtedness of the Company or any Restricted
         Subsidiary consisting of Purchase Money Indebtedness and Capital Lease
         Obligations, and refinancings thereof, in an aggregate principal amount
         which, when aggregated with the principal amount of all other
         Indebtedness then outstanding and Incurred pursuant to this clause (7),
         does not exceed 3.5% of Consolidated Tangible Assets at the time of
         such Incurrence;

                  (8)      Indebtedness of the Company or any Restricted
         Subsidiary consisting of indemnities or obligations in respect of
         purchase price adjustments in connection with the acquisition or
         disposition of assets, including, without limitation, Capital Stock;
         provided that the maximum aggregate liability in respect of all such
         Indebtedness shall at no time exceed the gross proceeds actually
         received by the Company and the Restricted Subsidiaries in connection
         with such disposition;

                  (9)      Acquired Indebtedness of any Restricted Subsidiary
         that is not a Guarantor, other than Indebtedness Incurred in connection
         with, or in contemplation of, such transaction; provided, however, that
         at the time of acquisition of such Restricted Subsidiary, the Company
         on a pro forma basis could Incur $1.00 of additional Indebtedness
         pursuant to Section 4.10(a);

                  (10)     the Incurrence by the Company or any Restricted
         Subsidiary of Indebtedness in connection with letters of credit
         (including, without limitation, letters of credit in respect of
         workers' compensation claims or self-insurance) with respect to
         reimbursement type obligations, regarding workers' compensation claims,
         escrow agreements, bankers' acceptances and surety and performance
         bonds (in each case to the extent that such Incurrence does not result
         in the Incurrence of any obligation to repay any obligation relating to
         borrowed money), all in the ordinary course of business;

                  (11)     Indebtedness or Disqualified Capital Stock of the
         Company or a Restricted Subsidiary to the extent representing a
         replacement, renewal, refinancing or extension (collectively, a
         "refinancing") of outstanding Indebtedness Incurred or Disqualified
         Capital Stock issued in compliance with the proviso of Section 4.10(a)
         or any of clause (1), (2) or (9) of this Section 4.10(b); provided,
         however, that:

                           (A)      any such refinancing shall not exceed the
                  sum of the principal amount (or accreted amount (determined in
                  accordance with GAAP), if less) or liquidation preference, as
                  applicable, of the Indebtedness or Disqualified Capital Stock
                  being refinanced, plus the amount of accrued interest or
                  dividends thereon, plus the amount of any reasonably
                  determined prepayment premium necessary to accomplish and
                  actually paid in connection with such refinancing and
                  reasonable fees and expenses incurred in connection therewith,


                                      -41-
<PAGE>

                           (B)      the refinancing Indebtedness or Disqualified
                  Capital Stock shall have a final maturity not earlier than,
                  and a Weighted Average Life to Maturity not less than the
                  Weighted Average Life to Maturity of, the Indebtedness or
                  Disqualified Capital Stock, as applicable, being refinanced;

                           (C)      Subordinated Indebtedness may be refinanced
                  only with Subordinated Indebtedness or Disqualified Capital
                  Stock, and Disqualified Capital Stock may be refinanced only
                  with other Disqualified Capital Stock; and

                           (D)      refinancing Indebtedness Incurred by a
                  Restricted Subsidiary that is not a Guarantor may be used to
                  refinance Indebtedness only of a Restricted Subsidiary that is
                  not a Guarantor; and

                  (12)     in addition to the items referred to in clauses (1)
         through (11) above, Indebtedness of the Company or any Restricted
         Subsidiary (including any Indebtedness under any Credit Facility that
         utilizes this clause (12)) having an aggregate principal amount not to
         exceed $15.0 million at any time outstanding.

                  (c)      For purposes of determining compliance with this
Section 4.10, in the event that an item of Indebtedness meets the criteria of
more than one of the categories of Permitted Indebtedness described in clauses
(1) through (12) of Section 4.10(b) (other than Indebtedness under the U.S.
Credit Agreement outstanding on the Issue Date, which will be deemed to have
been Incurred under clause (3)) or is entitled to be Incurred pursuant to
Section 4.10(a), the Company may, in its sole discretion, classify such item of
Indebtedness in any manner that results in compliance with this Section 4.10.
Any increase in the U.S. dollar equivalent of outstanding Indebtedness of the
Company or any of the Restricted Subsidiaries denominated in a currency other
than U.S. dollars resulting from fluctuations in the exchange values of
currencies will not be considered to be an Incurrence of Indebtedness for
purposes of this Section 4.10; provided that the amount of Indebtedness
outstanding at any time will be the U.S. dollar equivalent of such Indebtedness
outstanding at such time.

                  (d)      None of the Company or any Guarantor shall, directly
or indirectly, Incur any Indebtedness that by its terms (or by the terms of any
agreement governing such Indebtedness) would be expressly subordinate or junior
in right of payment in any respect to any other Indebtedness unless such
Indebtedness is also by its terms (or by terms of any agreement governing such
Indebtedness) subordinate or junior in right of payment to the Notes or the
Guarantees, as applicable, at least to the same extent such Indebtedness is
subordinated or junior in right of payment to such other Indebtedness.

SECTION 4.11.     Limitation on Sales of Assets.

                  (a)      The Company shall not, and shall not cause or permit
any Restricted Subsidiary to, directly or indirectly, make any Asset Sale,
unless:

                  (1)      the Company or such 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 sold or otherwise
         disposed of, and

                  (2)      at least 75% of such consideration received by the
         Company or such Restricted Subsidiary consists of (A) cash or Cash
         Equivalents, (B) assets (other than securities) to be used in a Related
         Business, (C) the Capital Stock of any Person engaged in a Related
         Business that is, or as a result of or in connection with the
         acquisition of such Capital Stock by the Company or such Restricted
         Subsidiary becomes, a Restricted Subsidiary or (D) a combination of
         cash, Cash Equivalents, such assets and such Capital Stock.


                                      -42-
<PAGE>

                  (b)      The amount of any (1) Indebtedness (other than any
Subordinated Indebtedness) of the Company or any Restricted Subsidiary that is
actually assumed by the transferee in such Asset Sale and from which the Company
and the Restricted Subsidiaries are fully and unconditionally released shall be
deemed to be cash for purposes of determining the percentage of the
consideration received by the Company or the Restricted Subsidiaries in cash or
Cash Equivalents and (2) notes or other obligations received by the Company or
the Restricted Subsidiaries from such transferee that are converted, sold or
exchanged within 90 days of the related Asset Sale by the Company or the
Restricted Subsidiaries into cash or Cash Equivalents shall be deemed to be
cash, in an amount equal to the net cash proceeds or the Fair Market Value of
the Cash Equivalents realized upon such conversion, sale or exchange for
purposes of determining the percentage of the consideration received by the
Company or the Restricted Subsidiaries in cash or Cash Equivalents.

                  (c)      If at any time any non-cash consideration received by
the Company or any Restricted Subsidiary, as the case may be, in connection with
any Asset Sale is converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale
hereunder and the Net Cash Proceeds thereof shall be applied in accordance with
the provisions of this Section 4.11.

                  (d)      The Company or such Restricted Subsidiary, as the
case may be, may apply an amount equal to the Net Cash Proceeds of any Asset
Sale within 360 days of receipt thereof to:

                  (1)      repay Indebtedness outstanding under any Credit
         Facility or any other secured Indebtedness of the Company or any
         Restricted Subsidiary (and to cause a corresponding permanent reduction
         in commitments if such repaid Indebtedness was outstanding under the
         revolving portion of a Credit Facility); or

                  (2)      make an investment in or expenditures for assets
         (other than securities) to be used in a Related Business or acquire the
         Capital Stock of any Person engaged in a Related Business that is, or
         as a result of or in connection with such Investment becomes, a
         Restricted Subsidiary.

Pending the final application of any such Net Cash Proceeds, the Company or such
Restricted Subsidiary may temporarily reduce revolving credit borrowings to the
extent not prohibited by the terms of this Indenture.

                  (e)      To the extent all or part of the Net Cash Proceeds of
any Asset Sale are not applied or committed within 360 days of such Asset Sale
as described in Section 4.11(d) (1) or (2) (the "Net Proceeds Trigger Date" and
such Net Cash Proceeds, the "Unutilized Net Cash Proceeds"), the Company shall,
within 20 days after such 360th day, make an offer to purchase (a "Net Proceeds
Offer") all outstanding Notes and other Indebtedness that is not, by its terms,
expressly subordinated in right of payment to the Notes and the terms of which
require an offer to purchase such other Indebtedness to be made with the
proceeds from the sale of assets ("Pari Passu Debt") on a pro rata basis up to
an aggregate maximum principal amount of Notes and such Pari Passu Debt equal to
such Unutilized Net Cash Proceeds, at a purchase price in cash equal, in the
case of the Notes, to 100% of the principal amount thereof, plus accrued and
unpaid interest thereon, if any, to the purchase date thereof and, in the case
of such other Indebtedness, the purchase price specified by the terms thereof;
provided, however, that the Net Proceeds Offer may be deferred until there are
aggregate Unutilized Net Cash Proceeds equal to or in excess of $10.0 million,
at which time the entire amount of such Unutilized Net Cash Proceeds, and not
just the amount in excess of $10.0 million, shall be applied as required
pursuant to this Section 4.11(e).


                                      -43-
<PAGE>

                  The Company shall mail a notice of a Net Proceeds Offer by
first-class mail, postage prepaid, to the record Holders as shown on the
register of Holders within 20 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, containing all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Net Proceeds
Offer and shall state the following terms:

                  (1)      that the Net Proceeds Offer is being made pursuant to
         this Section 4.11, that all Notes tendered will be accepted for
         payment; provided, however, that if the aggregate principal amount of
         Notes and Pari Passu Debt tendered in a Net Proceeds Offer plus accrued
         interest at the expiration of such offer exceeds the aggregate amount
         of the Net Proceeds Offer, the Company shall select on a pro rata
         basis, the Notes and Pari Passu Debt to be purchased (with such
         adjustments as may be deemed appropriate by the Company so that only
         Notes in denominations of $1,000, as applicable, or multiples thereof
         shall be purchased) and that the Net Proceeds Offer shall remain open
         for a period of 20 business days or such longer periods as may be
         required by law;

                  (2)      the offer price (including the amount of accrued
         interest) and the Net Proceeds Offer date of payment ("Net Proceeds
         Offer Payment Date") (which shall be not less than 30 nor more than 45
         days following the applicable Net Proceeds Offer Trigger Date and which
         shall be at least five business days after the Trustee receives notice
         thereof from the Company);

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

                  (4)      that, unless the Company defaults in making payment
         therefor, any Note accepted for payment pursuant to the Net Proceeds
         Offer shall cease to accrue interest after the Net Proceeds Offer
         Payment Date;

                  (5)      that Holders electing to have a Note purchased
         pursuant to a Net Proceeds Offer will be required to surrender such
         Note, with the form entitled "Option of Holder to Elect Purchase" on
         the reverse of the Note completed, to the Paying Agent at the address
         specified in the notice prior to the close of business on the business
         day prior to the Net Proceeds Offer Payment Date;

                  (6)      that Holders will be entitled to withdraw their
         election if the Paying Agent receives, not later than the second
         business day prior to the Net Proceeds Offer Payment Date, a telegram,
         telex, facsimile transmission or letter setting forth the name of such
         Holder, the principal amount of the Notes such Holder delivered for
         purchase and a statement that such Holder is withdrawing his election
         to have such Note purchased; and

                  (7)      that Holders whose Notes are purchased only in part
         will be issued new Notes in a principal amount equal to the unpurchased
         portion of the Note surrendered; provided, however, that each Note
         purchased and each new Note issued shall be in an original principal
         amount of $1,000 or integral multiples thereof.


                                      -44-
<PAGE>

                  On or before the Net Proceeds Offer Payment Date, the Company
shall (a) accept for payment Notes or portions thereof (in integral multiples of
$1,000) validly tendered pursuant to the Net Proceeds Offer, (b) deposit with
the Paying Agent, in accordance with Section 2.15, U.S. Dollars sufficient to
pay the purchase price plus accrued and unpaid interest, if any, of all Notes to
be purchased and (c) deliver to the Trustee the Notes so accepted together with
an Officers' Certificate stating the Notes or portions thereof being purchased
by the Company. Upon receipt by the Paying Agent of the monies specified in
clause (b) above and a copy of the Officers' Certificate specified in clause (c)
above, the Paying Agent shall promptly mail to the Holders of Notes so accepted
payment in an amount equal to the purchase price plus accrued and unpaid
interest, if any, out of the funds deposited with the Paying Agent in accordance
with the preceding sentence. The Trustee shall promptly authenticate and mail to
such Holders new Notes equal in principal amount to any unpurchased portion of
the Notes surrendered. Upon the payment of the purchase price for the Notes
accepted for purchase, the Trustee shall return the Notes purchased to the
Company for cancellation. Any monies remaining after the purchase of Notes
pursuant to a Net Proceeds Offer shall be returned within three business days by
the Trustee to the Company except with respect to monies owed as obligations to
the Trustee pursuant to Article Seven. For purposes of this Section 4.11, the
Trustee shall act as the Paying Agent.

                  (f)      With respect to any Net Proceeds Offer effected
pursuant to this Section 4.11, among the Notes and the Pari Passu Debt that is
subject to provisions similar to those set forth in this Indenture with respect
to offers to purchase or redeem such Pari Passu Debt with the proceeds from the
sale of assets, to the extent the aggregate principal amount of Notes and such
Pari Passu Debt tendered pursuant to such Net Proceeds Offer exceeds the
Unutilized Net Cash Proceeds to be applied to the repurchase thereof, such Notes
and such Pari Passu Debt shall be purchased pro rata based on the aggregate
principal amount of such Notes and such Pari Passu Debt tendered by each holder
thereof. To the extent the Unutilized Net Cash Proceeds exceed the aggregate
amount of Notes and Pari Passu Debt tendered by the holders thereof pursuant to
such Net Proceeds Offer (such excess constituting an "Excess"), the Company may
retain and utilize such Excess for any general corporate purposes. Upon the
completion of a Net Proceeds Offer, the amount of Unutilized Net Cash Proceeds
shall be reset to zero.

                  (g)      If the Company makes a Net Proceeds Offer, the
Company will comply with all applicable tender offer laws and regulations,
including, to the extent applicable, Section 14(e) and Rule 14e-1 under the
Exchange Act, and any other applicable federal or state securities laws and
regulations and any applicable requirements of any securities exchange on which
the Notes are listed, and any violation of the provisions of this Section 4.11
relating to such Net Proceeds Offer occurring as a result of such compliance
shall not be deemed a Default or an Event of Default.

SECTION 4.12.     Limitation on Dividend and Other Payment Restrictions
                  Affecting Subsidiaries.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective any consensual encumbrance or restriction on
the ability of any Restricted Subsidiary to: (1) pay dividends or make any other
distributions to the Company or any other Restricted Subsidiary on its Capital
Stock 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 other Restricted
Subsidiary, (2) make loans or advances to, or guarantee any Indebtedness or
other obligations of, the Company or any other Restricted Subsidiary or (3)
transfer any of its assets to the Company or any other Restricted Subsidiary,
except for such encumbrances or restrictions existing under or by reason of:

                  (A)      the U.S. Credit Agreement, or any other agreement of
         the Company or any of the Restricted Subsidiaries outstanding on the
         Issue Date, in each case as in effect on the Issue Date, and any
         amendments, restatements, renewals, replacements or refinancings
         thereof, and any other Credit Facility; provided, however, that any
         such amendment, restatement, renewal, replacement or refinancing or
         other such Credit Facility is no more restrictive in the aggregate in
         any material respect with respect to such encumbrances or restrictions
         than those contained in the agreement being amended, restated, renewed,
         replaced or refinanced or the U.S. Credit Agreement in effect on the
         Issue Date, as the case may be;


                                      -45-
<PAGE>

                  (B)      any applicable law or any rule, regulation or order
         of any governmental authority;

                  (C)      any instrument of an Acquired Person acquired by the
         Company or any Restricted Subsidiary after the Issue Date as in effect
         at the time of such acquisition and not entered into by such Acquired
         Person in connection with, as a result of or in contemplation of such
         acquisition; provided, however, that such encumbrances and restrictions
         are not applicable to the Company or any Restricted Subsidiary or the
         assets of the Company or any Restricted Subsidiary other than the
         Acquired Person or the assets of the Acquired Person;

                  (D)      customary non-assignment provisions in leases,
         licenses or contracts;

                  (E)      Purchase Money Indebtedness and Capital Lease
         Obligations for assets acquired in the ordinary course of business that
         impose encumbrances and restrictions only on the assets so acquired;

                  (F)      any agreement for the sale or disposition of the
         Capital Stock or assets of any Restricted Subsidiary; provided,
         however, that such encumbrances and restrictions described in this
         clause (6) are applicable only to such Restricted Subsidiary or assets,
         as applicable, and any such sale or disposition is made in compliance
         with Section 4.11, to the extent applicable thereto;

                  (G)      refinancing Indebtedness permitted under Section
         4.10(b)(11); provided, however, that such encumbrances and restrictions
         contained in the agreements governing such Indebtedness are no more
         restrictive in the aggregate in any material respect than those
         contained in the agreements governing the Indebtedness being refinanced
         immediately prior to such refinancing;

                  (H)      this Indenture;

                  (I)      any instrument governing Acquired Indebtedness, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person or the
         properties or assets of the Person so acquired;

                  (J)      restrictions on the transfer of assets subject to any
         Lien permitted under this Indenture imposed by the holder of such Lien;

                  (K)      customary restrictions imposed by the terms of
         shareholders', partnership or joint venture agreements entered into in
         the ordinary course of business; provided, however, that such
         restrictions do not apply to any Restricted Subsidiary other than the
         applicable company, partnership or joint venture;

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

                  (M)      Indebtedness of Foreign Subsidiaries permitted to be
         Incurred under Section 4.10; provided that any such encumbrances or
         restrictions are ordinary and customary with respect to the type of
         Indebtedness being Incurred under the relevant circumstances and do
         not, in the good faith judgment of the Board of Directors of the
         Company, materially impair the Company's ability to make payments on
         the Notes when due.


                                      -46-
<PAGE>

SECTION 4.13.     Limitation on Transactions with Affiliates.

                  The Company shall not, and shall not cause or permit any
Restricted Subsidiary to, directly or indirectly, conduct any business or enter
into, renew, amend or conduct any transaction or series of related transactions
(including the purchase, sale, lease or exchange of any assets or the rendering
of any service) with or for the benefit of any of their respective Affiliates
(each, an "Affiliate Transaction"), unless:

                  (1)      such Affiliate Transaction, taken as a whole, is on
         terms which are no less favorable to the Company or such Restricted
         Subsidiary, as the case may be, than would be available in a comparable
         transaction on an arm's-length basis with an unaffiliated third party;

                  (2)      if such Affiliate Transaction or series of related
         Affiliate Transactions involves aggregate payments or other
         consideration having a Fair Market Value in excess of $2.0 million,
         such Affiliate Transaction is in writing and a majority of the
         disinterested members of the Board of Directors of the Company shall
         have approved such Affiliate Transaction and determined that such
         Affiliate Transaction complies with the foregoing provisions, or, in
         the event that there are no disinterested directors, the Trustee has
         received a written opinion from an Independent Financial Advisor
         stating that the terms of such Affiliate Transaction are fair, from a
         financial point of view, to the Company or the Restricted Subsidiary
         involved in such Affiliate Transaction, as the case may be; and

                  (3)      if such Affiliate Transaction or series of related
         Affiliate Transactions involves aggregate payments or other
         consideration having a Fair Market Value in excess of $5.0 million,
         such Affiliate Transaction is in writing and the Trustee has received a
         written opinion from an Independent Financial Advisor stating that the
         terms of such Affiliate Transaction are fair, from a financial point of
         view, to the Company or the Restricted Subsidiary involved in such
         Affiliate Transaction, as the case may be.

Notwithstanding the foregoing, the restrictions set forth in this Section 4.13
shall not apply to:

                  (A)      transactions with or among the Company and any
         Restricted Subsidiary or between or among Restricted Subsidiaries (so
         long as no Person (other than a Restricted Subsidiary) that is an
         Affiliate of the Company has any direct or indirect interest in such
         Restricted Subsidiary);

                  (B)      any Restricted Payment of the type described in
         clause (1), (2) or (3) of the definition thereof permitted to be made
         pursuant to Section 4.09;

                  (C)      any reasonable and customary issuance of securities,
         or other payments, awards or grants in cash, securities or otherwise,
         pursuant to employment arrangements, or any stock options and stock
         ownership plans for the benefit of employees, officers and directors,
         consultants and advisors approved by the Board of Directors of the
         Company;

                  (D)      the payment of customary directors' fees,
         indemnification and similar arrangements, consulting fees, employee
         salaries, bonuses or employment agreements, compensation or employee
         benefit arrangements and incentive arrangements with any officer,
         director or employee of the Company or any Restricted Subsidiary
         entered into in the ordinary course of business (including customary
         benefits thereunder) and payments under any indemnification
         arrangements permitted by applicable law;


                                      -47-
<PAGE>

                  (E)      any transactions undertaken pursuant to any
         contractual obligations in existence on the Issue Date, as such
         obligations are in effect on the Issue Date or as thereafter amended,
         restated or amended and restated in any manner not materially adverse
         to the Holders of Notes;

                  (F)      transactions with distributors, suppliers or other
         purchasers or sellers of goods or services, in each case in the
         ordinary course of business and otherwise in compliance with Section
         4.09;

                  (G)      the issue and sale by the Company of its Qualified
         Capital Stock;

                  (H)      any transaction with an Affiliate where the only
         consideration paid by the Company or any Restricted Subsidiary is
         Qualified Capital Stock;

                  (I)      the pledge of Capital Stock of Unrestricted
         Subsidiaries to support the Indebtedness thereof;

                  (J)      customary shareholders' and registration rights
         agreements among the Company or any Subsidiary thereof and the
         shareholders thereof; and

                  (K)      commercial transactions entered into in the ordinary
         course of business with any joint venture to which the Company or any
         Restricted Subsidiary is a party (so long as no Person (other than a
         Restricted Subsidiary) that is an Affiliate of the Company has any
         direct or indirect interest in such joint venture).

SECTION 4.14.     Limitation on Designations of Unrestricted Subsidiaries.

                  The Company may designate after the Issue Date any Subsidiary
of the Company as an "Unrestricted Subsidiary" under this Indenture (a
"Designation") only if:

                  (1)      no Default or Event of Default shall have occurred
         and be continuing or shall result after giving effect to such
         Designation;

                  (2)      at the time of and after giving effect to such
         Designation, the Company could Incur $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) under Section 4.10;

                  (3)      the Company would be permitted to make an Investment
         at the time of Designation in an amount of the Designation Amount; and

                  (4)      such Unrestricted Subsidiary is not a party to any
         agreement, contract, arrangement or understanding at such time with the
         Company or any Restricted Subsidiary 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
         or, in the event such condition is not satisfied, the value of such
         agreement, contract, arrangement or understanding to such Unrestricted
         Subsidiary shall be deemed a Restricted Payment.


                                      -48-
<PAGE>

                  Neither the Company nor any Restricted Subsidiary shall at any
time (A) provide credit support for, subject any of its assets (other than the
Capital Stock of any Unrestricted Subsidiary) to the satisfaction of, or
guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness), (B) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary or (C) be directly or indirectly liable for any Indebtedness which
provides that the holder thereof may (upon notice, lapse of time or both)
declare a default thereon or cause the payment thereof to be accelerated or
payable prior to its final scheduled maturity upon the occurrence of a default
with respect to any Indebtedness of any Unrestricted Subsidiary, except for any
guarantee given solely to support the pledge by the Company or any Restricted
Subsidiary of the Capital Stock of any Unrestricted Subsidiary, which guarantee
is not recourse to the Company or any Restricted Subsidiary. All Subsidiaries of
Unrestricted Subsidiaries shall be automatically deemed to be Unrestricted
Subsidiaries.

                  The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") if:

                  (1)      no Default or Event of Default shall have occurred
         and be continuing or shall result after giving effect to such
         Revocation;

                  (2)      at the time of and after giving effect to such
         Revocation, the Company could Incur $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) under Section 4.10; and

                  (3)      all Liens of such Unrestricted Subsidiary outstanding
         immediately following such Revocation would be permitted to be
         outstanding under Section 4.15.

                  All Designations and Revocations must be evidenced by filing
by the Company with the Trustee of Board Resolutions and an Officers'
Certificate certifying compliance with the foregoing provisions.

SECTION 4.15. Limitation on Liens.The Company shall not, and shall not cause or
permit any Restricted Subsidiary to, directly or indirectly, Incur or suffer to
exist any Liens (other than Permitted Liens) against or upon any of their
respective assets now owned or hereafter acquired, or any proceeds therefrom or
any income or profits therefrom, in each case to secure any Indebtedness unless
contemporaneously therewith:

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

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

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


                                      -49-
<PAGE>

SECTION 4.16.     Limitations Sale/Leaseback Transactions.

                  The Company will not, and will not cause or permit any
Restricted Subsidiary to, directly or indirectly, enter into any Sale/Leaseback
Transaction with respect to any assets unless:

                  (1)      the Company or such Restricted Subsidiary could have
         Incurred Indebtedness in the amount of the Attributable Indebtedness
         with respect to such Sale/Leaseback Transaction pursuant to Section
         4.10;

                  (2)      the Company or such Restricted Subsidiary could have
         incurred a Lien on such assets securing such Attributable Indebtedness
         with respect to such Sale/Leaseback Transaction without equally and
         ratably securing the Notes or the Guarantees pursuant to Section 4.15;

                  (3)      the net proceeds received by the Company or any
         Restricted Subsidiary in connection with such Sale/Leaseback
         Transaction are at least equal to the Fair Market Value of the related
         assets; and

                  (4)      the Company applies the proceeds of such transaction
         in compliance with Section 4.11.

SECTION 4.17.     Subsidiary Guarantees.

                  If any Restricted Subsidiary (including any Restricted
Subsidiary formed or acquired after the Issue Date) shall become a borrower or
guarantor under any U.S. Credit Facility, then such Restricted Subsidiary shall
(i) execute and deliver to the Trustee a supplemental indenture in form and
substance satisfactory to the Trustee pursuant to which such Restricted
Subsidiary shall unconditionally Guarantee all of the Company's obligations
under the Notes and this Indenture on the terms set forth in Article Ten and
(ii) deliver to the Trustee an Opinion of Counsel that such supplemental
indenture has been duly authorized, executed and delivered by such Restricted
Subsidiary and constitutes a legal, valid, binding and enforceable obligation of
such Subsidiary.

SECTION 4.18.     Provision of Financial Information.

                  Whether or not required by the SEC, so long as any Notes are
outstanding, the Company will furnish to the Holders within the time periods
specified in the SEC's rules and regulations for reporting companies under
Section 13 or 15(d) of the Exchange Act:

                  (1)      all annual and quarterly financial information that
         would be required to be contained in a filing with the SEC on Forms 10
         K and 10 Q 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
         independent public 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.

                  If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph shall include or be accompanied by a
reasonably detailed presentation of the financial condition and results of
operations of the Company and the Restricted Subsidiaries separate from the
financial condition and results of operations of the Unrestricted Subsidiaries
of the Company.

                  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 the
second preceding paragraph with the SEC for public availability (unless the SEC
will not accept such a filing) and make such information available to securities
analysts and prospective investors upon request. The Company shall also furnish
to Holders, securities analysts and prospective investors upon request the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act so long as the Notes are not freely transferable under the
Securities Act. The Company shall also comply with the other provisions of
Section 314(a) of the Trust Indenture Act of 1939.


                                      -50-
<PAGE>

SECTION 4.19.     Limitation on Capital Stock of Restricted Subsidiaries

                  The Company will not permit any Restricted Subsidiary to issue
any Capital Stock to any Person (other than to the Company or a Wholly Owned
Subsidiary of the Company) or permit any Person (other than the Company or a
Wholly Owned Subsidiary of the Company) to own any Capital Stock of a Restricted
Subsidiary of the Company, if in either case as a result thereof such Restricted
Subsidiary would no longer be a Restricted Subsidiary of the Company unless the
Company's remaining ownership interest in such Person after such sale would be
permitted by Section 4.09; provided, however, that this Section 4.19 shall not
prohibit (x) the Company or any of the Restricted Subsidiaries from selling,
transferring or otherwise disposing of all of the Capital Stock of any
Restricted Subsidiary or (y) the designation of a Restricted Subsidiary as an
Unrestricted Subsidiary in compliance with Section 4.14.

                                  ARTICLE FIVE

                             SUCCESSOR CORPORATION


SECTION 5.01.     Merger, Consolidation and Sale of Assets.

                  (a)      The Company shall not consolidate with or merge with
or into (whether or not the Company is the Surviving Person) any other entity
and the Company shall not, and shall not cause or permit any Restricted
Subsidiary to, sell, convey, assign, transfer, lease or otherwise dispose of all
or substantially all of the Company's and the Restricted Subsidiaries' assets
(determined on a consolidated basis for the Company and the Restricted
Subsidiaries) to any Person in a single transaction or series of related
transactions, unless:

                  (1)      either (A) the Company shall be the Surviving Person
         or (B) the Surviving Person (if other than the Company) shall be a
         corporation or limited liability company organized and validly existing
         under the laws of the United States of America or any State thereof or
         the District of Columbia, and shall, in any such case, expressly assume
         by a supplemental indenture, the due and punctual payment of the
         principal of, premium, if any, and interest on all the Notes and the
         performance and observance of every covenant of this Indenture and the
         Registration Rights Agreement to be performed or observed on the part
         of the Company;

                  (2)      immediately thereafter, on a pro forma basis after
         giving effect to such transaction (and treating any Indebtedness not
         previously an obligation of the Company or any Restricted Subsidiary in
         connection with or as a result of such transaction as having been
         Incurred at the time of such transaction), no Default or Event of
         Default shall have occurred and be continuing; and

                  (3)      immediately after giving effect to any such
         transaction including the Incurrence by the Company or any Restricted
         Subsidiary, directly or indirectly, of additional Indebtedness (and
         treating any Indebtedness not previously an obligation of the Company
         or any Restricted Subsidiary in connection with or as a result of such
         transaction as having been Incurred at the time of such transaction),
         the Surviving Person could Incur, on a pro forma basis after giving
         effect to such transaction, at least $1.00 of additional Indebtedness
         (other than Permitted Indebtedness) under Section 4.10.


                                      -51-
<PAGE>

                  Notwithstanding Section 5.01(a)(3), any Restricted Subsidiary
may consolidate with, merge into or transfer all or part of its assets to the
Company or another Restricted Subsidiary.

                  For purposes of the foregoing, the transfer (by lease,
assignment, sale or otherwise, in a single transaction or series of
transactions) of all or substantially all the assets of one or more Restricted
Subsidiaries the Capital Stock of which constitute all or substantially all the
assets of the Company shall be deemed to be the transfer of all or substantially
all the assets of the Company.

                  (b)      No Guarantor may sell, convey, assign, transfer,
lease or otherwise dispose of all or substantially all of its assets to, or
consolidate with or merge with or into (whether or not such Guarantor is the
Surviving Person), another Person unless:

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

                  (2)      either:

                           (A)      in the case of a sale, conveyance,
                  assignment, transfer, lease or other disposition of all or
                  substantially all of such Guarantor's assets, the Net Cash
                  Proceeds of such sale or other disposition are applied in
                  accordance with Section 4.11; or

                           (B)      in the case of a consolidation with or
                  merger into another Person, either (i) such Guarantor shall be
                  the Surviving Person or (ii) the Surviving Person (if other
                  than such Guarantor) shall be a corporation, partnership,
                  company or trust organized and validly existing under the laws
                  of the United States of America or any State thereof or the
                  District of Columbia, and shall, in any such case, expressly
                  assume by a supplemental indenture reasonably satisfactory to
                  the Trustee all obligations of such Guarantor under its
                  Guarantee and the performance and observance of every covenant
                  of this Indenture and the Registration Rights Agreement to be
                  performed or observed on the part of such Guarantor.

                  (c)      In connection with any consolidation, merger,
transfer, lease or other disposition contemplated hereby, the Company shall
deliver, or cause to be delivered, to the Trustee, in form and substance
reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion
of Counsel, each stating that such consolidation, merger, transfer, lease or
other disposition and the supplemental indenture in respect thereof comply with
the requirements under this Indenture. In addition, each Guarantor, in the case
of a transaction described in Section 5.01(a), unless it is the other party to
the transaction or unless its Guarantee will be released and discharged in
accordance with its terms as a result of the transaction, will be required to
confirm, by supplemental indenture, that its Guarantee will continue to apply to
the obligations of the Company or the Surviving Person under this Indenture.

SECTION 5.02.     Successor Person Substituted.

                  Upon any consolidation or merger of the Company or any
Guarantor or any transfer of all or substantially all of the assets of the
Company in accordance with the foregoing in which the Company or a Guarantor is
not the Surviving Person, the Surviving Person shall succeed to, and be
substituted for, and may exercise every right and power of, the Company under
this Indenture, the Notes and the Registration Rights Agreement or such
Guarantor under this Indenture, the Guarantee of such Guarantor and the
Registration Rights Agreement, as the case may be, with the same effect as if
such successor corporation had been named as the Company or such Guarantor, as
the case may be, therein; and thereafter except in the case of a lease, the
Company shall be discharged from all obligations and covenants under this
Indenture, the Notes and the Registration Rights Agreement and such Guarantor
shall be discharged from all obligations and covenants under this Indenture, the
Registration Rights Agreement and the Guarantee of such Guarantor, as the case
may be.


                                      -52-
<PAGE>

                  For all purposes of this Indenture and the Notes (including
the provision of this Section 5.01 and Sections 4.09, 4.10, and 4.15),
Subsidiaries of any Surviving Person shall, upon such transaction or series of
related transactions, become Restricted Subsidiaries unless and until designated
as Unrestricted Subsidiaries pursuant to and in accordance with the terms of
this Indenture and all Indebtedness, and all Liens on assets, of the Company and
the Restricted Subsidiaries in existence immediately prior to such transaction
or series of related transactions will be deemed to have been Incurred upon such
transaction or series of related transactions.

                                  ARTICLE SIX

                             DEFAULTS AND REMEDIES


SECTION 6.01.     Events of Default.

                  "Event of Default" is defined for all purposes of this
Indenture and with respect to the Notes as any one of the following events
(whatever the reason for such Event of Default and whether it is voluntary or
involuntary or is effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (1)      failure to pay principal of (or premium, if any, on)
         any Note when due and payable, whether at its Stated Maturity, upon
         optional redemption, upon required purchase, upon acceleration or
         otherwise;

                  (2)      failure to pay any interest on any Note when due and
         payable, and such failure continues for 60 days or more;

                  (3)      failure to perform or comply with any of the
         provisions described in Sections 4.08, 4.11, or 5.01;

                  (4)      failure to perform any other covenant, warranty or
         agreement of the Company or a Guarantor under this Indenture, in the
         Notes or in a Guarantee (other than those defaults specified in clause
         (1), (2) or (3) above) continued for 60 days or more after written
         notice to the Company by the Trustee or to the Trustee and the Company
         by Holders of at least 25% in aggregate principal amount of the then
         outstanding Notes;

                  (5)      a default or defaults under the terms of one or more
         instruments evidencing or securing Indebtedness of the Company or any
         of the Restricted Subsidiaries having an outstanding principal amount
         of greater than $10.0 million individually or in the aggregate, which
         default (A) is caused by a failure to pay at final maturity principal
         on such Indebtedness within the applicable express grace period, (B)
         results in the acceleration of such Indebtedness prior to its express
         final maturity or (C) results in the commencement of judicial
         proceedings to foreclose upon, or to exercise remedies under applicable
         law or applicable security documents to take ownership of, the assets
         securing such Indebtedness;


                                      -53-
<PAGE>

                  (6)      the rendering of a final judgment (not subject to
         appeal) against the Company or any of the Restricted Subsidiaries in an
         amount greater than $10.0 million which remain undischarged or unstayed
         for a period of 60 days after the date on which the right to appeal has
         expired;

                  (7)      a Guarantee ceases to be in full force and effect or
         is declared to be null and void and unenforceable or a Guarantee is
         found to be invalid or a Guarantor denies its liability under its
         Guarantee or gives notice to that effect (other than by reason of
         release of the Guarantor in accordance with the terms of this
         Indenture);

                  (8)      a court having jurisdiction in the premises enters
         (x) a decree or order for relief in respect of the Company or any of
         its Significant Subsidiaries in an involuntary case or proceeding under
         any applicable federal or state bankruptcy, insolvency, reorganization
         or other similar law or (y) a decree or order adjudging the Company or
         any of its Significant Subsidiaries a bankrupt or insolvent, or
         approving as properly filed a petition seeking reorganization,
         arrangement, adjustment or composition of or in respect of the Company
         or any of its Significant Subsidiaries under any applicable federal or
         state law, or appointing a custodian, receiver, liquidator, assignee,
         trustee, sequestrator or other similar official of the Company or any
         of its Significant Subsidiaries or of any substantial part of its
         property, or ordering the winding up or liquidation of its affairs, and
         the continuance of any such decree or order for relief or any such
         other decree or order unstayed and in effect for a period 90
         consecutive days; or

                  (9)      (a)      the Company or any of its Significant
         Subsidiaries commences a voluntary case or proceeding under any
         applicable federal or state bankruptcy, insolvency, reorganization or
         other similar law or any other case or proceeding to be adjudicated a
         bankrupt or insolvent; or

                           (b)      the Company or any of its Significant
                  Subsidiaries consents to the entry of a decree or order for
                  relief in respect of the Company or any of its Significant
                  Subsidiaries in an involuntary case or proceeding under any
                  applicable federal or state bankruptcy, insolvency,
                  reorganization or other similar law or to the commencement of
                  any bankruptcy or insolvency case or proceeding against the
                  Company or any of its Significant Subsidiaries; or

                           (c)      the Company or any of its Significant
                  Subsidiaries files a petition or answer or consent seeking
                  reorganization or relief under any applicable federal or state
                  law; or

                           (d)      the Company or any of its Significant
                  Subsidiaries consents to the filing of such petition or to the
                  appointment of or taking possession by a custodian, receiver,
                  liquidator, assignee, trustee, sequestrator or similar
                  official of the Company or any of its Significant Subsidiaries
                  or of any substantial part of their property;

                           (e)      the Company or any of its Significant
                  Subsidiaries makes an assignment for the benefit of creditors;
                  or

                           (f)      the Company or any of its Significant
                  Subsidiaries admits in writing its inability to pay its debts
                  generally as they become due; or


                                      -54-
<PAGE>

                           (g)      the Company or any of its Significant
                  Subsidiaries takes corporate action in furtherance of any such
                  action.

SECTION 6.02.     Acceleration of Maturity; Rescission.

                  If an Event of Default with respect to the Notes (other than
an Event of Default with respect to the Company or any Guarantor that is a
Significant Subsidiary described in clause (8) or (9) of Section 6.01) occurs
and is continuing, the Trustee or the Holders of at least 25% in aggregate
principal amount of the outstanding Notes, by notice in writing to the Trustee
and the Company, may declare the unpaid principal of (and premium, if any) and
accrued interest to the date of acceleration on all the outstanding Notes to be
due and payable immediately. If an Event or Default specified in clause (8) or
(9) of Section 6.01 with respect to the Company or any Guarantor that is a
Significant Subsidiary occurs under this Indenture, the Notes will automatically
become immediately due and payable without any declaration or other act on the
part of the Trustee or any Holder of the Notes.

                  At any time after a declaration of acceleration with respect
to the Notes as described in the preceding paragraph, the Holders of a majority
in principal amount of the Notes, on behalf of all Holders of Notes, may rescind
and cancel such declaration and its consequences (a) if the rescission would not
conflict with any judgment or decree, (b) if all existing Events of Default with
respect to Notes have been cured or waived except nonpayment of principal or
interest that has become due solely because of the acceleration, (c) to the
extent the payment of such interest is lawful, interest on overdue installments
of interest and overdue principal, which has become due otherwise than by such
declaration of acceleration, has been paid, (d) if the Company has paid the
Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances, and (e) in the event of the cure or waiver of an
Event of Default of the type described in clause (8) or (9) of Section 6.01, the
Trustee has received an Officers' Certificate and an Opinion of Counsel that
such Event of Default has been cured or waived.

                  No such rescission will affect any subsequent Default or
impair any right consequent thereto.

SECTION 6.03.     Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

                  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 Noteholder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative. Any costs
associated with actions taken by the Trustee under this Section 6.03 shall be
reimbursed to the Trustee by the Company.


                                      -55-
<PAGE>

SECTION 6.04.     Waiver of Past Defaults and Events of Default.

                  Provided the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in principal amount of
Notes at the time outstanding may on behalf of the Holders of all the Notes
waive any past Default with respect to such Notes and its consequences
(including any such waiver obtained in connection with a tender offer or
exchange offer for the Notes) by providing written notice thereof to the Company
and the Trustee, except a Default (1) in the payment of interest on or the
principal of (or premium on) any Note, includes such Default arising from
failure to purchase any Notes tendered pursuant to a Change of Control Offer or
a Net Proceeds Offer or (2) in respect of a covenant or provision hereof which
under this Indenture cannot be modified or amended without the consent of the
Holder of each outstanding Note affected. In the case of any such waiver, the
Company, the Trustee and the Holders of the Notes will be restored to their
former positions and rights under this Indenture, respectively; provided, that
no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereto.

SECTION 6.05.     Control by Majority.

                  The Holders of a majority in principal amount of Notes then
outstanding may direct the time, method and place of conducting any proceeding
for any remedy available to the Trustee or of exercising any power or trust
conferred upon the Trustee under this Indenture with respect to the Notes;
provided, however, that subject to the provisions of this Indenture, the Trustee
shall have the right to decline to follow any such direction if the Trustee,
advised by counsel, determines that the action or proceeding so directed may not
lawfully be taken or if the Trustee in good faith shall by responsible officers
determine that the action or proceeding so directed would involve the Trustee in
liability or that the Trustee is not satisfactorily indemnified from the costs
thereof.

SECTION 6.06.     Limitation on Suits.

                  No Holder of any Note will have any right to institute any
proceeding with respect to this Indenture or for any remedy thereunder, unless
such Holder shall have previously given to the Trustee written notice of a
continuing Event of Default thereunder and unless the Holders of at least 25% of
the aggregate principal amount of the outstanding Notes shall have made written
request, and offered reasonable indemnity, to the Trustee to institute such
proceeding as the Trustee, and the Trustee shall have not have received from the
Holders of a majority in aggregate principal amount of such outstanding Notes a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days. However, such limitations do not apply to a suit
instituted by a Holder of such a Note for enforcement of payment of the
principal of and premium, if any, or interest on such Note on or after the
respective due dates expressed in such Note.

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

SECTION 6.07.     No Personal Liability of Directors, Officers, Employees and
                  Stockholders.

                  No director, officer, employee, incorporator or stockholder of
the Company or any of its Affiliates, as such, shall have any liability for any
obligations of the Company or any of its Affiliates under the Notes or this
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes.

SECTION 6.08.     Rights of Holders To Receive Payment.

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


                                      -56-
<PAGE>

SECTION 6.09.     Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) hereof occurs and is continuing,
the Trustee may recover judgment in its own name and as trustee of an express
trust against the Company or any Guarantor (or any other obligor on the Notes)
for the whole amount of unpaid principal and accrued interest remaining unpaid,
together with interest on overdue principal and, to the extent that payment of
such interest is lawful, interest on overdue installments of interest, in each
case at the rate set forth in the Notes, and such further amounts as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and counsel.

SECTION 6.10.     Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof) and the Noteholders allowed
in any judicial proceedings relative to the Company or any Guarantor (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same after
deduction of its charges and expenses to the extent that any such charges and
expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each
Noteholder 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
Noteholders, 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.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder any plan or reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Noteholder thereof, or to authorize the
Trustee to vote in respect of the claim of any Noteholder in any such
proceedings.

SECTION 6.11.     Priorities.

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

                  FIRST: to the Trustee for amounts due under Section 7.07
         hereof;

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
         for principal, premium, if any, and interest (including Additional
         Interest, if any) as to each, ratably, without preference or priority
         of any kind, according to the amounts due and payable on the Notes; and

                  THIRD: to the Company or, to the extent the Trustee collects
         any amount from any Guarantor, to such Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 6.11.


                                      -57-
<PAGE>

SECTION 6.12.     Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, 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 6.12 does not apply to a suit by the Trustee, a
suit by a Noteholder pursuant to Section 6.08 hereof or a suit by Noteholders of
more than 10% in principal amount of the Notes then outstanding.

                                 ARTICLE SEVEN

                                    TRUSTEE


SECTION 7.01.     Duties of Trustee.

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

                  The Trustee shall not be deemed to have notice of any Default
or Event of Default unless a Responsible Officer of the Trustee has actual
knowledge thereof or unless written notice of any event which is in fact such a
default is received by the Trustee at the Corporate Trust Office of the Trustee,
and such notice references the Securities and this Indenture.

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

                  (1)      The Trustee need perform only those duties that are
         specifically set forth in this Indenture and no others.

                  (2)      In the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture but, in the case of any such certificates or opinions
         which by any provision hereof are specifically required to be furnished
         to the Trustee, the Trustee shall be under a duty to examine the same
         to determine whether or not they conform on their face to the
         requirements of this Indenture (but need not confirm or investigate the
         accuracy of mathematical calculations or other facts stated therein).
         Whenever in the administration of this Indenture the Trustee shall deem
         it desirable that a matter be proved or established prior to taking,
         suffering or omitting any action hereunder, the Trustee (unless other
         evidence be herein specifically prescribed) may, in the absence of bad
         faith on its part, conclusively rely upon an Officers' Certificate,
         subject to the requirement in the preceding sentence, if applicable.

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

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


                                      -58-
<PAGE>

                  (2)      The Trustee shall not be liable for any error of
         judgment made in good faith, unless it is proved that the Trustee was
         negligent in ascertaining the pertinent facts.

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

                  (4)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its rights, powers or
         duties if it shall have reasonable grounds for believing that repayment
         of such funds or adequate indemnity satisfactory to it against such
         risk or liability is not reasonably assured to it.

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

                  (e)      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 pursuant to this Indenture, unless such Holders
shall have offered to the Trustee security or indemnity satisfactory to the
Trustee against the costs, expenses and liabilities which might be incurred by
it in compliance with such request or direction.

                  (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
or any Guarantor. Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by the law.

SECTION 7.02.     Rights of Trustee.

                  Subject to Section 7.01 hereof:

                  (1)      The Trustee may conclusively rely on any document
         (whether in its original or facsimile form) reasonably 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.

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

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

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

                  (5)      The Trustee may consult with counsel of its
         selection, and the advice or opinion of such counsel as to matters of
         law shall be full and complete authorization and protection from
         liability in respect of any action taken, omitted or suffered by it
         hereunder in good faith and in accordance with the advice or opinion of
         such counsel.

                  (6)      The rights, privileges, protections, immunities and
         benefits given to the Trustee, including, without limitation, its right
         to be indemnified, are extended to, and shall be enforceable by, the
         Trustee in each of its capacities hereunder, and each agent, custodian
         and other person employed to act hereunder.


                                      -59-
<PAGE>

                  (7)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, debenture, note, other evidence of
         indebtedness or other paper or document, but the Trustee, in its
         discretion, may make such further inquiry or investigation into such
         facts or matters as it may see fit, and, if the Trustee shall determine
         to make such further inquiry or investigation, it shall be entitled to
         examine the books, records and premises of the Company, personally or
         by agent or attorney at the sole cost of the Company and the Guarantors
         and shall incur no liability or additional liability of any kind by
         reason of such inquiry or investigation.

                  (8)      The Trustee may request that the Company and the
         Guarantors deliver an Officers' Certificate setting forth the names of
         individuals and/or titles of officers authorized at such time to take
         specified actions pursuant to this Indenture, which Officers'
         Certificate may be signed by any person authorized to sign an Officers'
         Certificate, including any person specified as so authorized in any
         such certificate previously delivered and not superseded.

SECTION 7.03.     Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with the either of the Company or any
Guarantor, or any Affiliates thereof, with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, shall be subject to Sections 7.10 and 7.11 hereof.

                  The Trustee is permitted to engage in other transactions with
the Company or an Affiliate of the Company; provided, however, that if it
acquires any conflicting interest, it must eliminate such conflict or resign.

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 or
any Guarantee, it shall not be accountable for the Company's or any Guarantor's
use of the proceeds from the sale of Notes or any money paid to the Company or
any Guarantor pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Notes, Guarantee or this Indenture other
than its certificate of authentication.

SECTION 7.05.     Notice of Defaults.

                  The Trustee shall, within 30 days after the occurrence of any
Default or Event of Default with respect to the Notes outstanding, give the
Holders of the Notes thereof notice of all uncured Defaults or Events of Default
thereunder known to it. Except in the case of a Default or an Event of Default
in payment with respect to the Notes or a Default or Event of Default in
complying with Section 5.01, the Trustee may withhold such notice if and so long
as a committee of its trust officers in good faith determines that the
withholding of such notice is in the interest of the Holders of the Notes.


                                      -60-
<PAGE>

SECTION 7.06.     Reports by Trustee to Holders.

                  If required by TIA ss. 313(a), within 60 days after May 15 of
any year, commencing 2004 the Trustee shall mail to each Noteholder a brief
report dated as of such date that complies with TIA ss. 313(a). The Trustee also
shall comply with TIA ss. 313(b)(2). The Trustee shall also transmit by mail all
reports as required by TIA ss. 313(c) and TIA ss. 313(d).

                  Reports pursuant to this Section 7.06 shall be transmitted by
mail:

                  (1)      to all Holders of Notes, as the names and addresses
         of such Holders appear on the Registrar's books; and

                  (2)      to such Holders of Notes as have, within the two
         years preceding such transmission, filed their names and addresses with
         the Trustee for that purpose.

                  A copy of each report at the time of its mailing to
Noteholders shall be filed with the SEC and each stock exchange on which the
Notes are listed. The Company shall promptly notify the Trustee when the Notes
are listed on any stock exchange or delisted therefrom.

SECTION 7.07.     Compensation and Indemnity.

                  The Company and the Guarantors shall pay to the Trustee and
Agents from time to time reasonable compensation for its services hereunder
(which compensation shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust). The Company and the
Guarantors shall reimburse the Trustee and Agents upon request for all
reasonable disbursements, expenses and advances incurred or made by it in
connection with its duties under this Indenture, including the reasonable
compensation, disbursements and expenses of the Trustee's agents and counsel.

                  The Company and the Guarantors, jointly and severally, shall
fully indemnify each of the Trustee and any predecessor Trustee for, and hold
each of them harmless against, any and all loss, damage, claim, liability or
expense, including without limitation taxes (other than taxes based on the
income of the Trustee or such Agent) and reasonable attorneys' fees and expenses
incurred by each of them in connection with the acceptance or performance of its
duties under this Indenture including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder (including, without
limitation, settlement costs). The Trustee or Agent shall notify the Company and
the Guarantors in writing promptly of any claim of which a Responsible Officer
of the Trustee has actual knowledge asserted against the Trustee or Agent for
which it may seek indemnity; however, the failure by the Trustee or Agent to so
notify the Company and the Guarantors shall not relieve the Company and
Guarantors of their obligations hereunder except to the extent the Company and
the Guarantors are actually prejudiced thereby.

                  Notwithstanding the foregoing, the Company and the Guarantors
need not reimburse the Trustee for any expense or indemnify it against any loss
or liability determined by a court of competent jurisdiction to have been
incurred by the Trustee through its own negligence or bad faith.

                  To secure the payment obligations of the Company and the
Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Notes on all money or property held or collected by the Trustee except such
money or property held in trust to pay principal of and interest on particular
Notes.


                                      -61-
<PAGE>

                  The obligations of the Company and the Guarantors under this
Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Guarantors and shall survive
the resignation or removal of the Trustee and the satisfaction, discharge or
other termination of this Indenture, including any termination or rejection
hereof under any Bankruptcy Law.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or (9) hereof occurs, the expenses
and the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to this Article Seven.

SECTION 7.08.     Replacement of Trustee.

                  The Trustee may resign by so notifying the Company and the
Guarantors in writing. The Holders of a majority in principal amount of the
outstanding Notes may remove the Trustee by notifying the Company and the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent shall not be unreasonably withheld. The
Company may remove the Trustee at its election if:

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

                  (2)      the Trustee is adjudged a bankrupt or an insolvent;

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

                  (4)      the Trustee otherwise 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.

                  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 a majority in principal amount of the outstanding
Notes may petition at the expense of the Company any court of competent
jurisdiction for the appointment of a successor Trustee.

                  If the Trustee fails to comply with Section 7.10 hereof, any
Noteholder 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. Immediately following
such delivery, the retiring Trustee shall, subject to its rights under Section
7.07 hereof, transfer all property held by it as Trustee to the successor
Trustee, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture. A successor Trustee shall mail
notice of its succession to each Noteholder. Notwithstanding replacement of the
Trustee pursuant to this Section 7.08, the Company obligations under Section
7.07 hereof shall continue for the benefit of the retiring Trustee.


                                      -62-
<PAGE>

SECTION 7.09.     Successor Trustee by Consolidation, Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10 hereof, the successor corporation without
any further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10.     Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA ss. 310(a)(1) and (2) in every respect. The Trustee shall
have a combined capital and surplus of at least $100,000,000 as set forth in the
most recent applicable published annual report of condition. The Trustee shall
comply with TIA ss. 310(b), including the provision in ss. 310(b)(1).

SECTION 7.11.     Preferential Collection of Claims Against Company.

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

SECTION 7.12.     Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (A)      that it will hold all sums held by it as agent for
         the payment of principal of, or premium, if any, or interest on, the
         Notes (whether such sums have been paid to it by the Company or by any
         obligor on the Notes) in trust for the benefit of Holders of the Notes
         or the Trustee;

                  (B)      that it will at any time during the continuance of
         any Event of Default, upon written request from the Trustee, deliver to
         the Trustee all sums so held in trust by it together with a full
         accounting thereof; and

                  (C)      that it will give the Trustee written notice within
         three (3) Business Days of any failure of the Company (or by any
         obligor on the Notes) in the payment of any installment of the
         principal of, premium, if any, or interest on, the Notes when the same
         shall be due and payable.

                                 ARTICLE EIGHT

                      AMENDMENTS, SUPPLEMENTS AND WAIVERS


SECTION 8.01.     Without Consent of Noteholders.

                  This Indenture may be amended by the Company, the Guarantors
and the Trustee, without the consent of any Holder, to:

                  (1)      cure any ambiguity, defect or inconsistency in this
         Indenture;


                                      -63-
<PAGE>

                  (2)      evidence the obligations of a new Guarantor to comply
         with the provisions described in Section 4.18 or to evidence the
         succession of another Person to the Company or a Guarantor and the
         assumption by any such successor of the applicable obligations in
         accordance with Section 5.01;

                  (3)      comply with any requirements of the SEC in connection
         with the qualification of this Indenture under the Trust Indenture Act;

                  (4)      evidence and provide for the acceptance of
         appointment by a successor Trustee;

                  (5)      provide for uncertificated Notes in addition to
         certificated Notes;

                  (6)      make any other change that would provide any
         additional benefit or rights to the Holders or that does not materially
         adversely affect the rights of any Holder;

                  (7)      to secure the Notes and to make intercreditor
         arrangements with respect to any such security, unless the incurrence
         of such obligations or the security thereof is prohibited by this
         Indenture;

                  (8)      to evidence or to provide for a replacement trustee;
         or

                  (9)      to add the covenants and agreements of the Company or
         the Guarantors for the benefit of all of the Holders of all of the
         Notes and to surrender any right or power herein reserved to the
         Company or the Guarantors.

SECTION 8.02.     With Consent of Noteholders.

                  Modifications and amendments of this Indenture may be made by
the Company, the Guarantors and the Trustee with the consent of the Holders of a
majority in aggregate principal amount of the outstanding Notes (including
consents obtained in connection with a tender offer or exchange offer for the
Notes); provided, however, that no such modification or amendment to this
Indenture may, without the consent of the Holder of each Note affected thereby:

                  (1)      change the maturity of the principal of any such
         Note;

                  (2)      reduce the principal amount of (or the premium on)
         any such Note;

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

                  (4)      reduce the premium payable upon the redemption of any
         Note or change the time at which any Note may be redeemed as described
         in Article Three of this Indenture and paragraph 5 of the Note;

                  (5)      change the currency of payment of principal of (or
         premium on) or interest on any such Note;

                  (6)      impair the right of the Holders of Notes to receive
         payment of principal of and interest on such Holder's Notes on or after
         the due dates therefor or to institute suit for the enforcement of any
         payment on or with respect to any such Note;


                                      -64-
<PAGE>

                  (7)      reduce the percentage of the principal amount of
         outstanding Notes necessary for amendment to or waiver of compliance
         with any provision of this Indenture or the Notes or for waiver of any
         Default or Event of Default in respect thereof;

                  (8)      waive a default in the payment of principal of,
         interest on, or redemption payment with respect to, the Notes (except a
         rescission of acceleration of the Notes by the Holders thereof as
         provided in this Indenture and a waiver of the payment default that
         resulted from such acceleration);

                  (9)      cause the Notes or the Guarantees to become
         subordinate in right of payment to any other Indebtedness;

                  (10)     following an event or circumstance which may give
         rise to the requirement to make a Change of Control Offer or Net
         Proceeds Offer, modify the provisions of any covenant (or the related
         definitions) in this Indenture requiring the Company to make a Change
         of Control Offer or Net Proceeds Offer in a manner materially adverse
         to the Holders of Notes affected thereby;

                  (11)     release any Guarantor from any of its obligations
         under its Guarantee or this Indenture otherwise than in accordance with
         the terms of this Indenture; or

                  (12)     make any change in the amendment or waiver provisions
         of this Indenture.

                  It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed amendment,
supplement or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under Section 8.01 or
this Section 8.02 becomes effective, the Company shall mail to the Holders a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

                  Upon the written request of the Company accompanied by a board
resolution authorizing the execution of any such supplemental indenture, and
upon the receipt by the Trustee of evidence reasonably satisfactory to the
Trustee of the consent of the Noteholders as aforesaid and upon receipt by the
Trustee of the documents described in Section 8.06 hereof, the Trustee shall
join with the Company in the execution of such supplemental indenture unless
such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

SECTION 8.03.     Compliance with Trust Indenture Act.

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

SECTION 8.04.     Revocation and Effect of Consents.

                  Until an amendment, supplement, waiver or other action becomes
effective, a consent to it by a Holder of a Note is a continuing consent
conclusive and binding upon such Holder and every subsequent Holder of the same
Note or portion thereof, and of any Note issued upon the transfer thereof or in
exchange therefor or in place thereof, even if notation of the consent is not
made on any such Note. Any such Holder or subsequent Holder, however, may revoke
the consent as to his Note or portion of a Note, if the Trustee receives the
written notice of revocation before the date the amendment, supplement, waiver
or other action becomes effective.


                                      -65-
<PAGE>

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Noteholders entitled to consent to any
amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding the preceding paragraph, those Persons who were Noteholders at
such record date (or their duly designated proxies), and only such Persons,
shall be entitled to consent to such amendment, supplement, or waiver or to
revoke any consent previously given, whether or not such Persons continue to be
Noteholders after such record date. No such consent shall be valid or effective
for more than 90 days after such record date unless the consent of the requisite
number of Noteholders has been obtained.

                  After an amendment, supplement, waiver or other action becomes
effective, it shall bind every Noteholder, unless it makes a change described in
any of clauses (1) through (12) of Section 8.02 hereof. In that case the
amendment, supplement, waiver or other action shall bind each Noteholder who has
consented to it and every subsequent Noteholder or portion of a Note that
evidences the same debt as the consenting Holder's Note.

SECTION 8.05.     Notation on or Exchange of Notes.

                  If an amendment, supplement, or waiver changes the terms of a
Note, the Trustee (in accordance with the specific written direction of the
Company) shall request the Holder of the Note (in accordance with the specific
written direction of the Company) to deliver it to the Trustee. In such case,
the Trustee shall place an appropriate notation on the Note about the changed
terms and return it to the Noteholder. Alternatively, if the Company or the
Trustee so determines, the Company in exchange for the Note shall issue, the
Guarantors shall endorse, and the Trustee shall authenticate a new Note that
reflects the changed terms. 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 8.06.     Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01 hereof, shall be fully
protected in relying upon an Officers' Certificate and an Opinion of Counsel
stating, in addition to the matters required by Section 11.04, that such
amendment, supplement or waiver is authorized or permitted by this Indenture and
is a legal, valid and binding obligation of the Company and Guarantors,
enforceable against the Company and Guarantors in accordance with its terms
(subject to customary exceptions).


                                      -66-
<PAGE>

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE


SECTION 9.01.     Discharge of Indenture.

                  Upon the request of the Company, this Indenture will cease to
be of further effect and the Trustee, at the expense of the Company, will
execute proper instruments acknowledging satisfaction and discharge of the Notes
and this Indenture and the Guarantees when:

                  (a)      either

                           (1)      all Notes theretofore authenticated and
                  delivered have been delivered to the Trustee for cancellation
                  or

                           (2)      all Notes not previously delivered to the
                  Trustee for cancellation (i) have become due and payable, (ii)
                  will become due and payable at their Stated Maturity within
                  one year or (iii) are to be called for redemption within one
                  year under arrangements satisfactory to the Trustee for the
                  giving of notice of redemption by the Trustee in the name, and
                  at the expense of, the Company;

                  (b)      the Company has deposited or caused to be deposited
         with the Trustee, in trust for the benefit of the Holders of the Notes,
         all sums payable by it on account of principal of, premium, if any, and
         interest on all Notes (except lost, stolen or destroyed Notes which
         have been replaced or paid) or otherwise, together with irrevocable
         instructions from the Company directing the Trustee to apply such funds
         to the payment thereof at the Stated Maturity or redemption date, as
         the case may be; and

                  (c)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided in this Indenture relating to the satisfaction and
         discharge of the Notes and this Indenture and the Guarantees of the
         Notes have been complied with.

                  After such delivery, the Trustee upon Company Request shall
acknowledge in writing the discharge of the Company's and the Guarantors'
obligations under the Notes, the Guarantees and this Indenture except for those
surviving obligations specified below.

                  Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Company in Sections 7.07, 9.05 and 9.06 hereof
shall survive such satisfaction and discharge.

SECTION 9.02.     Legal Defeasance.

                  The Company may, at its option and at any time, elect to have
its obligations and the obligations of the Guarantors discharged with respect to
the outstanding Notes on a date the conditions set forth in Section 9.04 hereof
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, such Legal
Defeasance means that the Company will be deemed to have paid and discharged the
entire indebtedness represented by the outstanding Notes and to have satisfied
all its other obligations under such Notes and this Indenture insofar as such
Notes are concerned (and the Trustee, at the expense of the Company, shall,
subject to Section 9.06 hereof, execute instruments in form and substance
reasonably satisfactory to the Trustee and Company acknowledging the same),
except for the following which shall survive until otherwise terminated or
discharged hereunder: (A) the rights of Holders of outstanding Notes to receive
solely from the trust funds described in Section 9.04 hereof and as more fully
set forth in such Section, payments in respect of the principal of, premium, if
any, and interest on such Notes when such payments are due, (B) the Company's
obligations with respect to such Notes under Sections 2.03, 2.04, 2.05, 2.06,
2,07, 2.08, 2.11, 4.02, 4.03 and 4.05, (C) the rights, powers, trusts, duties,
and immunities of the Trustee hereunder (including claims of, or payments to,
the Trustee under or pursuant to Section 7.07) and the Company's obligations in
connection therewith and (D) this Article Nine.


                                      -67-
<PAGE>

                  Subject to compliance with this Article Nine, the Company may
exercise its option under this Section 9.02 with respect to the Notes
notwithstanding the prior exercise of its option under Section 9.03 below with
respect to the Notes.

SECTION 9.03.     Covenant Defeasance.

                  The Company may, at its option and at any time, elect to have
its obligations under Sections 4.03 (other than as it relates to legal existence
of the Company), 4.08 through 4.17, 4.18 (except for obligations mandated by the
TIA) and 4.19 and clause (a)(3) of Section 5.01 released with respect to the
outstanding Notes on a date the conditions set forth in Section 9.04 are
satisfied (hereinafter, "Covenant Defeasance"). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
fail 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 of the option in this Section
9.03, subject to the satisfaction of the conditions set forth in Section 9.04
hereof, Sections 6.01(3) (other than with respect to Section 5.01), (4), (5) and
(6) hereof shall not constitute Events of Default.

                  Notwithstanding any discharge or release of any obligations
under this Indenture pursuant to Section 9.02 or this Section 9.03, the
Company's obligations in Sections 2.04, 2.06, 2.07, 2.08, 7.07, 9,05, 9.06 and
9.08 shall survive until such time as the Notes have been paid in full.
Thereafter, the Company's obligations in Sections 7.07, 9.05 and 9.08 shall
survive.

SECTION 9.04.     Conditions to Defeasance or Covenant Defeasance.

                  The following shall be the conditions to application of
Section 9.02 or Section 9.03 hereof to the outstanding Notes:

                  (a)      (1)      the Company has irrevocably deposited or
         caused to be deposited in trust for the benefit of the Noteholders with
         the Trustee or a Paying Agent or a trustee satisfactory to the Trustee
         and the Company, under the terms of an irrevocable trust agreement in
         form and substance satisfactory to the Trustee and any such Paying
         Agent, (x) money in an amount sufficient, or (y) U.S. Government
         Obligations that shall be payable as to principal and interest in such
         amounts and at such times as are sufficient, in the opinion of a
         nationally recognized firm of independent public accountants expressed
         in a written certification thereof delivered to the Trustee (without
         consideration of any reinvestment of such interest), or (z) any
         combination thereof in an amount sufficient to pay the principal of and
         interest on the outstanding Notes on the dates such installments are
         due to redemption or Stated Maturity, (2) the trustee of the
         irrevocable trust has been irrevocably instructed to pay such money or
         the proceeds of such U.S. Government Obligations to the Trustee and (3)
         the Trustee or Paying Agent shall have been irrevocably instructed in
         writing to apply the deposited money and the proceeds from U.S.
         Government Obligations in accordance with the terms of this Indenture
         and the terms of the Notes to the payment of principal of and interest
         on the Notes;


                                      -68-
<PAGE>

                  (b)      the deposit described in clause (a) above will not
         result in a breach or violation of, or constitute a Default under, any
         other agreement or instrument to which the Company is a party or by
         which it is bound;

                  (c)      no Default has occurred and is continuing (1) as of
         the date of such deposit or (2) insofar as clause (8) or (9) of Section
         6.01 is concerned at any time during the period ending on the 91st day
         after the date of such deposit or, if longer, ending on the day
         following the expiration of the longest preference period applicable to
         the Company in respect of such deposit (it being understood that the
         condition in this clause (2) is a condition subsequent and will not be
         deemed satisfied until the expiration of such period);

                  (d)      the Company has paid or caused to be paid all sums
         currently due and payable by the Company under this Indenture and under
         the Notes;

                  (e)      such defeasance shall not cause or permit any Notes
         then listed on any national securities exchange to be delisted;

                  (f)      the Company has delivered to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent provided for in this Indenture relating to the termination by
         the Company of its obligations have been complied with;

                  (g)      in the case of an election under Section 9.02, the
         Company has delivered to the Trustee either (1) a ruling received from
         the Internal Revenue Service to the effect that, or (2) an Opinion of
         Counsel by counsel who is not an employee of the Company stating that,
         since the date of this Indenture, there has been a change in the
         applicable federal income tax law, and based upon either case (1) or
         (2) such Opinion of Counsel shall confirm that, the Holders of the
         Notes will not recognize income, gain or loss for federal income tax
         purposes as a result of the Company's exercise of its legal defeasance
         option and will be subject to federal income tax on the same amount and
         in the same manner and at the same times as would have been the case if
         such legal defeasance option had not been exercised; and

                  (h)      in the case of an election under Section 9.03, the
         Company has delivered to the Trustee either (1) a ruling received from
         the Internal Revenue Service to the effect that, or (2) an Opinion of
         Counsel by counsel who is not an employee of the Company stating that,
         the Holders of the Notes will not recognize income, gain or loss for
         federal income tax purposes as a result of the Company's exercise of
         its covenant defeasance option under this paragraph and will be subject
         to federal income tax on the same amount and in the same manner and at
         the same times as would have been the case if such covenant defeasance
         option had not been exercised.

SECTION 9.05.     Deposited Money and U.S. Government Obligations
                  To Be Held in Trust; Other Miscellaneous Provisions.

                  All money and U.S. Government Obligations (including the
proceeds thereof) deposited with the Trustee pursuant to Section 9.04 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, to the Holders of such
Notes, of all sums due and to become due thereon in respect of principal,
premium, if any, and accrued interest, but such money need not be segregated
from other funds except to the extent required by law.


                                      -69-
<PAGE>

                  The Company and the Guarantors shall (on a joint and several
basis) pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the U.S. Government Obligations deposited
pursuant to Section 9.04 hereof or the principal, premium, if any, 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 Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a Company
Request any money or U.S. Government Obligations held by it as provided in
Section 9.04 hereof which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.06.     Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 9.01, 9.02 or 9.03 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, the Company's and each Guarantor's obligations under this
Indenture, the Notes and the Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to this Article Nine until such time as
the Trustee or Paying Agent is permitted to apply all such money or U.S.
Government Obligations in accordance with Section 9.01 hereof; provided that if
the Company or the Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or U.S. Government Obligations held by the Trustee or Paying
Agent.

SECTION 9.07.     Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 9.04 hereof, to the
Company upon an Company Request (or, if such moneys had been deposited by the
Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.08.     Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of, or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of, or premium, if any, or interest on such Note shall
have respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon a Company Request, or if such moneys are then
held by the Company or the Guarantors in trust, such moneys shall be released
from such trust; and the Holder of such Note entitled to receive such payment
shall thereafter, as an unsecured general creditor, look only to the Company and
the Guarantors for the payment thereof, and all liability of the Trustee or such
Paying Agent with respect to such trust money shall thereupon cease; provided,
that the Trustee or any such Paying Agent, before being required to make any
such repayment, may, at the expense of the Company and the Guarantors, either
mail to each Noteholder affected, at the address shown in the register of the
Notes maintained by the Registrar pursuant to Section 2.04 hereof, or cause to
be published once a week for two successive weeks, in a newspaper published in
the English language, customarily published each Business Day and of general
circulation in the City of New York, New York, a 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 mailing or publication, any unclaimed balance of
such moneys then remaining will be repaid to the Company. After payment to the
Company or the Guarantors or the release of any money held in trust by the
Company or any Guarantors, as the case may be, Noteholders entitled to the money
must look only to the Company and the Guarantors for payment as general
creditors unless applicable abandoned property law designates another Person.


                                      -70-
<PAGE>

                                  ARTICLE TEN

                               GUARANTEE OF NOTES


SECTION 10.01.    Guarantee.

                  Subject to the provisions of this Article Ten, the Guarantors,
by execution of this Indenture, jointly and severally, guarantee to each Holder
(i) the due and punctual payment of the principal of and interest on each Note,
when and as the same shall become due and payable, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest on the Notes, to the extent lawful, and the
due and punctual payment of all other obligations and due and punctual
performance of all obligations of the Company to the Holders or the Trustee all
in accordance with the terms of such Note, this Indenture and the Registration
Rights Agreement, and (ii) in the 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, at stated maturity, by acceleration or otherwise. Each
Guarantor, by execution of this Indenture, agrees that its obligations hereunder
shall be absolute and unconditional, irrespective of, and shall be unaffected
by, any invalidity, irregularity or unenforceability of any such Note or this
Indenture, any failure to enforce the provisions of any such Note, this
Indenture or the Registration Rights Agreement, any waiver, modification or
indulgence granted to the Company with respect thereto by the Holder of such
Note, or any other circumstances which may otherwise constitute a legal or
equitable discharge of a surety or such Guarantor.

                  Each Guarantor hereby waives diligence, presentment, demand
for payment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest or notice with respect to any such Note or the Indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee will not
be discharged as to any such Note except by payment in full of the principal
thereof and interest thereon. Each Guarantor hereby agrees that, as between such
Guarantor, on the one hand, and the Holders and the Trustee, on the other hand,
(i) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article Six hereof for the purposes of this Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (ii) in the
event of any declaration of acceleration of such obligations as provided in
Article Six hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of this
Guarantee.


                                      -71-
<PAGE>

                  The Guarantors shall have the right to seek contribution from
any non-paying Guarantor in a pro rata amount based on the net assets of each
Guarantor so long as the exercise of such right does not impair the rights of
any Holder under the Guarantees.

SECTION 10.02.    Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees that a notation of such Guarantee, substantially in
the form included in Exhibit G hereto, shall be endorsed on each Note
authenticated and delivered by the Trustee and such Guarantee shall be executed
by either manual or facsimile signature of an officer or an officer of a general
partner, as the case may be, of each Guarantor. The validity and enforceability
of any Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 10.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Guarantee.

                  If an officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which such Guarantee is endorsed or at any time
thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless.

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

SECTION 10.03.    Limitation of Guarantee.

                  The obligations of each Guarantor are limited to the maximum
amount as will, after giving effect to all other contingent and fixed
liabilities of such Guarantor (including, without limitation, any guarantees
under a U.S. Credit Facility permitted under Section 4.10(b)(3)) and after
giving effect to any collections from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to its contribution obligations under this Indenture,
result in the obligations of such Guarantor under its Guarantee not constituting
a fraudulent conveyance or fraudulent transfer under federal or state law.

SECTION 10.04.    Additional Guarantors.

                  The Company covenants and agrees that it shall cause any
Person which becomes obligated to guarantee the Notes, pursuant to the terms of
Section 4.14, to execute a supplemental indenture and any other documentation
requested by the Trustee satisfactory in form and substance to the Trustee in
accordance with Section 4.17 pursuant to which such Restricted Subsidiary shall
guarantee the obligations of the Company under the Notes and this Indenture in
accordance with this Article Ten with the same effect and to the same extent as
if such Person had been named herein as a Guarantor.

SECTION 10.05.    Release of Guarantors.

                  The Guarantee of any Restricted Subsidiary will be
automatically and unconditionally released and discharged upon any of the
following:

                  (a)      upon any sale or other disposition of all or
         substantially all of the assets of such Restricted Subsidiary
         (including by way of merger or consolidation or any sale of all of the
         Capital Stock of that Restricted Subsidiary) to a Person that is not
         the Company or a Subsidiary of the Company; provided that the Company
         shall, if applicable, apply the Net Cash Proceeds of that sale or other
         disposition in accordance with the applicable provisions of Section
         4.12;


                                      -72-
<PAGE>

                  (b)      if the Company designates such Restricted Subsidiary
         as an Unrestricted Subsidiary in accordance with Section 4.14; or

                  (c)      if such Restricted Subsidiary ceases to be a borrower
         or guarantor under any U.S. Credit Facility (other than by reason of a
         payment under a guarantee by any Restricted Subsidiary).

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder. The Trustee
shall execute any documents reasonably requested by the Company or a Guarantor
in order to evidence the release of such Guarantor from its obligations under
its Guarantee endorsed on the Notes and under this Article Ten.

SECTION 10.06.    Waiver of Subrogation.

                  Each Guarantor hereby irrevocably waives any claim or other
rights which it may now or hereafter acquire against the Company that arise from
the existence, payment, performance or enforcement of such Guarantor's
obligations under its Guarantee and this Indenture, including, without
limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes against the Company, whether or not such claim, remedy or right
arises in equity, or under contract, statute or common law, including, without
limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or Note on account of such claim or other rights. If any amount shall be
paid to any Guarantor in violation of the preceding sentence and the Notes shall
not have been paid in full, such amount shall have been deemed to have been paid
to such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit
of such Holders to be credited and applied upon the Notes, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor
acknowledges that it will receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.06 is knowingly made in contemplation of such benefits.

SECTION 10.07.    Notice to Trustee.

                  The Company or any Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or any such Guarantor which
would prohibit the making of any payment to or by the Trustee at its Corporate
Trust Office in respect of the Guarantees. Notwithstanding the provisions of
this Article Ten or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantees, unless
and until the Trustee shall have received written notice thereof from the
Company no later than one Business Day prior to such payment; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 10.07, and subject to the provisions of Sections 7.01 and 7.02
hereof, shall be entitled in all respects to assume that no such facts exist;
provided, however, that if the Trustee shall not have received the notice
referred to in this Section 10.07 at least one Business Day prior to the date
upon which by the terms hereof any such payment may become payable for any
purpose under this Indenture (including, without limitation, the payment of the
principal of, premium, if any, or interest on any Note), then, anything herein
contained to the contrary notwithstanding, the Trustee shall have full power and
authority to receive such money and to apply the same to the purpose for which
such money was received and shall not be affected by any notice to the contrary
which may be received by it less than one Business Day prior to such date.


                                      -73-
<PAGE>

                                 ARTICLE ELEVEN

                                 MISCELLANEOUS


SECTION 11.01.    Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall control. If any provision of
this Indenture modifies any TIA provision that may be so modified, such TIA
provision shall be deemed to apply to this Indenture as so modified. If any
provision of this Indenture excludes any TIA provision that may be so excluded,
such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA ss.ss. 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 11.02.    Notices.

                  Except for notice or communications to Holders, any notice or
communication shall be given in writing and delivered in person, sent by
facsimile, delivered by commercial courier service or mailed by first-class
mail, postage prepaid, addressed as follows:

                  If to the Company or any Guarantor:

                  General Cable Corporation
                  4 Tesseneer Drive
                  Highland Heights, Kentucky  41076
                  Attention:  Chief Executive Officer
                  Fax Number:  (859) 572-8444

                  If to the Trustee, Registrar or Paying Agent:

                  U.S. Bank National Association
                  Corporate Trust Services
                  CN-WN-06CT
                  425 Walnut Street
                  Cincinnati, Ohio  45202
                  Fax Number: (513) 632-5511

                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications.


                                      -74-
<PAGE>

                  Any notice or communication mailed to a Noteholder shall be
mailed to him by first-class mail, postage prepaid, at his address shown on the
register kept by the Registrar.

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

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

SECTION 11.03.    Communications by Holders with Other Holders.

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

SECTION 11.04.    Certificate and Opinion as to Conditions Precedent.

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

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 11.05 below) stating that, in the
         opinion of the signers, all conditions precedent, if any, provided for
         in this Indenture relating to the proposed action have been complied
         with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 11.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

SECTION 11.05.    Statements Required in Certificate and Opinion.

                  Each certificate and opinion with respect to compliance by or
on behalf of the Company or any Guarantor with a condition or covenant provided
for in this Indenture shall include:

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

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

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

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


                                      -75-
<PAGE>

SECTION 11.06.    Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or
meetings of Noteholders. The Registrar and Paying Agent may make reasonable
rules for their functions.

SECTION 11.07.    Business Days; Legal Holidays.

                  A "Business Day" or "business day" is a day that is not a
Legal Holiday. A "Legal Holiday" is a Saturday, a Sunday or other day on which
(i) commercial banks in the City of New York are authorized or required by law
to close or (ii) the New York Stock Exchange is not open for trading. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 11.08.    Governing Law.

                  This Indenture, the Notes and the Guarantees shall be governed
by and construed in accordance with the laws of the state of New York.

SECTION 11.09.    No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 11.10.    Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind its successor.

SECTION 11.11.    Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 11.12.    Table of Contents, Headings, etc.

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

SECTION 11.13.    Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.


                                      -76-
<PAGE>

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

                                             GENERAL CABLE CORPORATION.




                                            By: /s/ Robert J. Siverd
                                               --------------------------------
                                                Robert J. Siverd
                                                Executive Vice President


<PAGE>



                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

                                        GENCA CORPORATION
                                        GENERAL CABLE CANADA, LTD.
                                        GENERAL CABLE COMPANY
                                        GENERAL CABLE HOLDINGS, INC.
                                        GENERAL CABLE INDUSTRIES, INC.
                                        GENERAL CABLE INDUSTRIES, LLC
                                        GENERAL CABLE MANAGEMENT LLC
                                        GENERAL CABLE OVERSEAS HOLDINGS, INC.
                                        GENERAL CABLE RESOURCES CORPORATION
                                        GENERAL CABLE TECHNOLOGIES CORPORATION
                                        GENERAL CABLE TEXAS OPERATIONS, L.P.
                                        GK TECHNOLOGIES, INCORPORATED


                                            By: /s/ Robert J. Siverd
                                               --------------------------------
                                                Robert J. Siverd
                                                Executive Vice President


                                        DIVERSIFIED CONTRACTORS, INC.
                                        GENERAL CABLE DE MEXICO DEL NORTE, S.A.
                                           DE C.V.
                                        GENERAL CABLE DE LATINOAMERICA, S.A. DE
                                           C.V.
                                        MARATHON STEEL COMPANY
                                        MARATHON MANUFACTURING HOLDINGS, INC.
                                        MLTC COMPANY


                                            By: /s/ Robert J. Siverd
                                               --------------------------------
                                                Robert J. Siverd
                                                Secretary


                                      -77-
<PAGE>

                                        U.S. Bank National Association, as
                                           Trustee




                                            By: /s/ Robert T. Jones
                                               --------------------------------
                                                Robert T. Jones
                                                Vice President & Trust Officer


                                      -78-
<PAGE>

                                                                       EXHIBIT A


                  CUSIP

                           GENERAL CABLE CORPORATION

No.                                                                 $



                           9.5% SENIOR NOTE DUE 2010


                  GENERAL CABLE CORPORATION, a Delaware corporation (the
"Company"), for value received, promises to pay to [             ] or registered
assigns the principal sum of $ dollars on November 15, 2010.

                  Interest Payment Dates:  May 15 and November 15.

                  Record Dates:  May 1 and November 1.

                  Reference is made to the further provisions of this Note
contained herein, which will for all purposes have the same effect as if set
forth at this place.


                                      A-1
<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed manually or by facsimile by its duly authorized officers.

                                             GENERAL CABLE CORPORATION


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


                                      A-2
<PAGE>

                         Certificate of Authentication

                  This is one of the 9.5% Senior Notes Due 2010 referred to in
the within-mentioned Indenture.

                                             U.S. Bank National Association, as
                                                Trustee

                                             By:
                                                  ------------------------------


Dated:


                                      A-3
<PAGE>

                           [FORM OF REVERSE OF NOTE]

                           GENERAL CABLE CORPORATION

                           9.5% SENIOR NOTE DUE 2010


                  1.       Interest. GENERAL CABLE CORPORATION, a Delaware
corporation (the "Company"), promises to pay, until the principal hereof is paid
or made available for payment, interest on the principal amount set forth on the
face hereof at a rate of 9.5% per annum. Cash interest on the Notes will accrue
at a rate of 9.5% per annum and will be payable semi-annually in arrears on each
May 15 and November 15, commencing May 15, 2004. Cash interest will accrue from
the most recent interest payment date to which interest has been paid or, if no
interest has been paid, from November 24, 2003, but excluding the date on which
interest is paid. Interest will be computed on the basis of a 360 day year of
twelve 30 day months. The Company shall pay interest on overdue principal and on
overdue interest (to the full extent permitted by law) at a rate of 9.5% per
annum.

                  2.       Method of Payment. The Company will pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on May 1 or November 1 next preceding the interest payment
date (whether or not a Business Day). Holders must surrender Notes to a Paying
Agent to collect principal payments. The Company will pay principal and interest
in money of the United States of America that at the time of payment is legal
tender for payment of public and private debts. Interest may be paid by check
mailed to the Holder entitled thereto at the address indicated on the register
maintained by the Registrar for the Notes.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
National Association (the "Trustee") will act as a Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without notice. Neither the
Company nor any of its Affiliates may act as Paying Agent or Registrar.

                  4.       Indenture. The Company issued the Notes under an
Indenture dated as of November 24, 2003 (the "Indenture") among the Company, the
Guarantors (as defined in the Indenture) and the Trustee. This is one of an
issue of Notes of the Company issued, or to be issued, under the Indenture. The
terms of the Notes include those stated in this Indenture and those made part of
the Indenture by reference to the Trust Indenture Act of 1939 (15 U.S. Code
ss.ss. 77aaa-77bbbb), as amended from time to time. The Notes are subject to all
such terms, and Holders are referred to the Indenture and such Act for a
statement of them. Capitalized and certain other terms used herein and not
otherwise defined have the meanings set forth in the Indenture.

                  5.       Optional Redemption. (a) The Company, at its option,
may redeem the Notes, in whole or in part, at any time on or after November 15,
2007 at the redemption prices (expressed as percentages of principal amount),
set forth below, plus accrued and unpaid interest thereon, 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), if
redeemed during the twelve month period beginning on November 15 of the years
indicated below:

         Year                                               Redemption Price
         ----                                               ----------------
         2007...............................................    104.750%
         2008...............................................    102.375%
         2009 and thereafter................................    100.000%


                                      A-4
<PAGE>

                  (b)      In addition, at any time and from time to time on or
prior to November 15, 2006, the Company may redeem in the aggregate up to 35% of
the original aggregate principal amount of the Notes (calculated after giving
effect to the original issuance of Additional Notes, if any) with the net cash
proceeds from one or more Public Equity Offerings, at a redemption price in cash
equal to 109.5% of the principal amount thereof, plus accrued and unpaid
interest thereon, if any, to the date of redemption (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, however, that at least 65% of the
original aggregate principal amount of the Notes (calculated after giving effect
to the issuance of Additional Notes, if any) must remain outstanding immediately
after giving effect to each such redemption (excluding any Notes held by the
Company or any of its Affiliates). Notice of any such redemption must be given
within 60 days after the date of the closing of the relevant Public Equity
Offering.

                  (c)      In the event that less than all of the Notes are to
be redeemed at any time pursuant to an optional redemption, selection of such
Notes for redemption will be made by the Trustee 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 then listed on a national securities
exchange, on a pro rata basis, by lot or by such method as the Trustee shall
deem fair and appropriate; provided, however, that no Notes of a principal
amount of $1,000 or less shall be redeemed in part; provided, further, however,
that if a partial redemption is made with the net cash proceeds of a Public
Equity Offering, selection of the Notes or portions thereof for redemption shall
be made by the Trustee only on a pro rata basis or on as nearly a pro rata basis
as is practicable (subject to the procedures of The Depository Trust Company),
unless such method is otherwise prohibited.

                  6.       Notice of Redemption. Notice of redemption will be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder of Notes to be redeemed at his registered address. On and after the
Redemption Date, unless the Company defaults in making the redemption payment,
interest ceases to accrue on Notes or portions thereof called for redemption.

                  7.       Offers To Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company shall make an offer to purchase
outstanding Notes in accordance with the procedures set forth in the Indenture.

                  8.       Registration Rights. Pursuant to a Registration
Rights Agreement among the Company, the Guarantors, and the Initial Purchasers
named therein (the "Registration Rights Agreement"), the Company will be
obligated to consummate an exchange offer pursuant to which the Holder of this
Note shall have the right to exchange this Note for notes of a separate series
issued under the Indenture (or a trust indenture substantially identical to the
Indenture in accordance with the terms of the Registration Rights Agreement)
which have been registered under the Securities Act, in like principal amount
and having substantially identical terms as the Notes. The Holders shall be
entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

                  9.       Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with
the Indenture. The Registrar may require a Holder, among other things, to
furnish appropriate endorsements and transfer documents and to pay to it any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange any Notes or portion of a Note selected
for redemption, or register the transfer of or exchange any Notes for a period
of 15 days before a mailing of notice of redemption.


                                      A-5
<PAGE>

                  10.      Persons Deemed Owners. The registered Holder of this
Note may be treated as the owner of this Note for all purposes.

                  11.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee will pay the
money back to the Company at its written request. After that, Holders entitled
to the money must look to the Company for payment as general creditors unless an
"abandoned property" law designates another Person.

                  12.      Amendment, Supplement, Waiver, Etc. The Company, the
Guarantors and the Trustee (if a party thereto) may, without the consent of the
Holders of any outstanding Notes, amend, waive or supplement the Indenture or
the Notes for certain specified purposes, including, among other things, curing
ambiguities, defects or inconsistencies, maintaining the qualification of the
Indenture under the Trust Indenture Act of 1939, as amended, and making any
change that does not materially and adversely affect the rights of any Holder.
Other amendments and modifications of the Indenture or the Notes may be made by
the Company, the Guarantors and the Trustee with the consent of the Holders of
not less than a majority of the aggregate principal amount of the outstanding
Notes, subject to certain exceptions requiring the consent of the Holders of the
particular Notes to be affected.

                  13.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness, pay dividends on, redeem or
repurchase its Capital Stock, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, create
liens, enter into sale and leaseback transactions and consolidate, merge or sell
all or substantially all of the assets of the Company or any of its Restricted
Subsidiaries and requires the Company to provide reports to Holders of the
Notes. Such limitations are subject to a number of important qualifications and
exceptions. Pursuant to Section 4.06 of the Indenture, the Company must annually
report to the Trustee on compliance with such limitations.

                  14.      Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Notes and the Indenture
and the transaction complies with the terms of Article Five of the Indenture,
the predecessor corporation will, except as provided in Article Five, be
released from those obligations.

                  15.      Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default (other than an Event of Default specified in Section 6.01(8) or
(9) of the Indenture with respect to the Company or any of its Significant
Subsidiaries that is a Guarantor) occurs and is continuing, then, and in each
and every such case, either the Trustee, by notice in writing to the Company, or
the Holders of not less than 25% of the principal amount of the Notes then
outstanding, by notice in writing to the Company and the Trustee, may declare
due and payable, if not already due and payable, the principal of and any
accrued and unpaid interest on all of the Notes; and upon any such declaration
all such amounts upon such Notes shall become and be immediately due and
payable, anything in the Indenture or in the Notes to the contrary
notwithstanding. If an Event of Default specified in Section 6.01(8) or (9) of
the Indenture occurs with respect to the Company or any of its Significant
Subsidiaries that is a Guarantor, then the principal of and any accrued and
unpaid interest on all of the Notes shall immediately become due and payable
without any declaration or other act on the part of the Trustee or any Holder.
Holders may not enforce the Indenture or the Notes except as provided in the
Indenture. The Trustee may require indemnity satisfactory to it before it
enforces the Indenture or the Notes. Subject to certain limitations, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders notice of any continuing default (except a default in payment of
principal, premium, if any, or interest on the Notes or a default in the
observance or performance of any of the obligations of the Company under Article
Five of the Indenture) if it determines that withholding notice is in their best
interests.


                                      A-6
<PAGE>

                  16.      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 Trustee.

                  17.      No Recourse Against Others. No director, officer,
employee incorporator or stockholder, of the Company or any Guarantor shall have
any liability for any obligations of the Company or the Guarantors under the
Notes, the Indenture or the Guarantees or for a claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder of Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for the issuance of the Notes.

                  18.      Discharge. The Company's obligations pursuant to the
Indenture will be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Notes or upon the irrevocable deposit with the Trustee of United States
dollars or U.S. Government Obligations sufficient to pay when due principal of
and interest on the Notes to maturity or redemption, as the case may be.

                  19.      Guarantees. The Note will be entitled to the benefits
of certain 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.

                  20.      Authentication. This Note shall not be valid until
the Trustee signs the certificate of authentication on the other side of this
Note.

                  21.      Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee, the
Company, the Guarantor and the Holders agree to submit to the jurisdiction of
the courts of the State of New York in any action or proceeding arising out of
or relating to the Indenture or the Notes.

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

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

                  General Cable Corporation
                  4 Tesseneer Drive
                  Highland Heights, Kentucky  41076
                  Attention:  Chief Executive Officer


                                      A-7
<PAGE>

                                   ASSIGNMENT


                  I or we assign and transfer this Note to:

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


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

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

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


Signature Guarantee:
                    ---------------------------


                              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-8
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE


                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.11 of the
Indenture, check the appropriate box:

                  [ ]   Section 4.08              [ ]   Section 4.11

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.11 of the Indenture, state the
amount you elect to have purchased:

$
-----------------------------------------
         (multiple of $1,000)


Date:
     ------------------------------------


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


-----------------------------------------
         Signature Guaranteed


                              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>

                                                                       EXHIBIT B


            [FORM OF LEGEND FOR 144A NOTES AND OTHER NOTES THAT ARE
                               RESTRICTED NOTES]


                  The Notes evidenced hereby have not been registered under the
United States Securities Act of 1933 (the "Act") and may not be offered, sold,
pledged or otherwise transferred except (a) (1) to a person who the seller
reasonably believes is a qualified institutional buyer within the meaning of
Rule 144A under the Act purchasing for its own account or for the account of a
qualified institutional buyer in a transaction meeting the requirements of Rule
144A, (2) in an offshore transaction complying with Rule 903 or Rule 904 of
Regulation S under the Act, (3) pursuant to an exemption from registration under
the Act provided by Rule 144 thereunder (if available), (4) to an institutional
accredited investor in a transaction exempt from the registration requirements
of the Act or (5) pursuant to an effective registration statement under the Act
and (b) in accordance with all applicable securities laws of the United States.


                                      B-1
<PAGE>

          [FORM OF ASSIGNMENT FOR 144A NOTES AND OTHER NOTES THAT ARE
                               RESTRICTED NOTES]

                  I or we assign and transfer this Note to:

--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


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

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

                                   [Check One]

                  [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

                  or

                  [ ] (b) this Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture.

                  If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.

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

Signature Guarantee:
                    ---------------------------


                              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.


                                      B-2
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.


Dated:
      -----------------------------          -----------------------------------
                                             NOTICE:   To be executed by an
                                                       executive officer


                                      B-3
<PAGE>

                                                                       EXHIBIT C


                     [FORM OF LEGEND FOR REGULATION S NOTE]


                  This Note has not been registered under the U.S. Securities
Act of 1933, as amended (the "Act"), and, unless so registered, may not be
offered or sold within the United States or to, or for the account or benefit
of, U.S. Persons unless registered under the Act or except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Act.


                                      C-1
<PAGE>

                   [FORM OF ASSIGNMENT FOR REGULATION S NOTE]


--------------------------------------------------------------------------------
             (Insert assignee's social security or tax I.D. number)


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

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

                                  [Check One]


                  [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

                  or

                  [ ] (b) this Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture.

                  If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.

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

Signature Guarantee:
                    ---------------------------


                              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.


                                      C-2
<PAGE>

              TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED

                  The undersigned represents and warrants that it is purchasing
this Note for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      -----------------------------          -----------------------------------
                                             NOTICE:   To be executed by an
                                                       executive officer


                                      C-3
<PAGE>

                                                                       EXHIBIT D


                        [FORM OF LEGEND FOR GLOBAL NOTE]


                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Note) in substantially the following form:

                  This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depository or a
nominee of a Depository. This Note is not exchangeable for Notes registered in
the name of a person other than the Depository or its nominee except in the
limited circumstances described in the Indenture, and no transfer of this Note
(other than a transfer of this Note as a whole by the Depository to a nominee of
the Depository or by a nominee of the Depository to the Depository or another
nominee of the Depository) may be registered except in the limited circumstances
described in the Indenture.

                  Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (a New York corporation) ("DTC")
to the issuer or its agent for registration of transfer, exchange, or payment,
and any Certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.


                                      D-1
<PAGE>

                                                                       EXHIBIT E

                           Form of Certificate To Be
                          Delivered in Connection with
                   Transfers to Non-QIB Accredited Investors



U.S. Bank National Association
CN-WN-06CT
425 Walnut Street
Cincinnati, Ohio  45202


Attention:  Corporate Trust Services


Ladies and Gentlemen:

                  In connection with our proposed purchase of 9.5% Senior Notes
Due 2010 (the "Notes") of General Cable Corporation, a Delaware corporation (the
"Company"), we confirm that:

                  1.       We understand that any subsequent transfer of the
         Notes is subject to certain restrictions and conditions set forth in
         the Indenture dated as of November 24, 2003 relating to the Notes and
         we agree to be bound by, and not to resell, pledge or otherwise
         transfer the Notes except in compliance with, such restrictions and
         conditions and the Securities Act of 1933, as amended (the "Securities
         Act").

                  2.       We understand that the Notes have not been registered
         under the Securities Act or any other applicable securities laws, have
         not been and will not be qualified for sale under the securities laws
         of any non-U.S. jurisdiction and that the Notes may not be offered,
         sold, pledged or otherwise transferred 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 any Notes, we will do so only (i) to the Company or any
         subsidiary thereof, (ii) in accordance with Rule 144A under the
         Securities Act to a "qualified institutional buyer" (as defined in Rule
         144A), (iii) 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 a signed letter containing
         certain representations and agreements relating to the restrictions on
         transfer of the Notes, (iv) outside the United States to persons other
         than U.S. persons in offshore transactions meeting the requirements of
         Rule 904 of Regulation S under the Securities Act, (v) pursuant to the
         exemption from registration provided by Rule 144 under the Securities
         Act (if applicable) or (vi) pursuant to an effective registration
         statement, and we further agree to provide to any person purchasing any
         of the Notes from us a notice advising such purchaser that resales of
         the Notes are restricted as stated herein.

                  3.       We understand that, on any proposed resale of any
         Notes, 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.


                                      E-1
<PAGE>

                  4.       We are an institutional "accredited investor" (as
         defined in Rule 501(a)(1), (2), (3) or (7) 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 each are able to bear the economic risk of our or their
         investment, as the case may be.

                  5.       We are acquiring the Notes purchased by us for our
         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.

                  6.       We are not acquiring the Notes with a view toward the
         distribution thereof in a transaction that would violate the Securities
         Act or the securities laws of any state of the United States or any
         other applicable jurisdiction.

                  You 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 proceeding or official inquiry with respect to the
matters covered hereby.

                                             Very truly yours,

                                             [Name of Transferee]


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

Date:
      -------------------------


                                      E-2
<PAGE>

                                                                       EXHIBIT F


                           Form of Certificate To Be
                          Delivered in Connection with
                       Transfers Pursuant to Regulation S


U.S. Bank National Association
CN-WN-06CT
425 Walnut Street
Cincinnati, Ohio  45202


Attention:  Corporate Trust Services


         Re:      General Cable Corporation, a Delaware corporation (the
                  "Company") 9.5% Senior Notes Due 2010 (the "Notes")


Dear Sirs:

                  In connection with our proposed sale of $__________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1)      the offer of the Notes was not made to a U.S. person
         or to a person in the United States;

                  (2)      either (a) at the time the buy offer was originated,
         the transferee was outside the United States or we and any person
         acting on our behalf reasonably believed that the transferee was
         outside the United States, or (b) the transaction was executed in, on
         or through the facilities of a designated offshore securities market
         and neither we nor any person acting on our behalf knows that the
         transaction has been prearranged with a buyer in the United States;

                  (3)      no directed selling efforts have been made in the
         United States in contravention of the requirements of Rule 904(a) of
         Regulation S;

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the Securities Act; and

                  (5)      we have advised the transferee of the transfer
         restrictions applicable to the Notes.


                                      F-1
<PAGE>

                  You 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. Terms used in this certificate have the meanings set
forth in Regulation S.

                                             Very truly yours,

                                             [Name of Transferee]


                                             By:
                                                  ------------------------------


                                      F-2
<PAGE>

                                                                       EXHIBIT G


                                   GUARANTEES


                  Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of November 24, 2003 by and among General Cable Corporation, as issuer,
the Guarantors, as guarantors, and U.S. Bank National Association, as Trustee
(as amended, restated or supplemented from time to time, the "Indenture"), and,
subject to the provisions of the Indenture, (a) the due and punctual payment of
the principal of, and premium, if any, and interest on the Notes, when and as
the same shall become due and payable, whether at maturity, by acceleration or
otherwise, the due and punctual payment of interest on overdue principal of, and
premium and, to the extent permitted by law, interest, and the due and punctual
performance of all other obligations of the Company to the Noteholders or the
Trustee, all in accordance with the terms set forth in Article Ten of the
Indenture, and (b) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise.

                  The obligations of the Guarantors to the Noteholders and to
the Trustee pursuant to this Guarantee and the Indenture are expressly set forth
in Article Ten of the Indenture, and reference is hereby made to the Indenture
for the precise terms and limitations of this Guarantee. Each Holder of the Note
to which this Guarantee is endorsed, by accepting such Note, agrees to and shall
be bound by such provisions.

                        [Signatures on Following Pages]


                                      G-1
<PAGE>

                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

                                        GENCA CORPORATION
                                        GENERAL CABLE CANADA, LTD.
                                        GENERAL CABLE COMPANY
                                        GENERAL CABLE HOLDINGS, INC.
                                        GENERAL CABLE INDUSTRIES, INC.
                                        GENERAL CABLE INDUSTRIES, LLC
                                        GENERAL CABLE MANAGEMENT LLC
                                        GENERAL CABLE OVERSEAS HOLDINGS, INC.
                                        GENERAL CABLE RESOURCES CORPORATION
                                        GENERAL CABLE TECHNOLOGIES CORPORATION
                                        GENERAL CABLE TEXAS OPERATIONS, L.P.
                                        GK TECHNOLOGIES, INCORPORATED


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


                                        DIVERSIFIED CONTRACTORS, INC.
                                        GENERAL CABLE DE MEXICO DEL NORTE, S.A.
                                          DE C.V.
                                        GENERAL CABLE DE LATINOAMERICA, S.A. DE
                                          C.V.
                                        MARATHON STEEL COMPANY
                                        MARATHON MANUFACTURING HOLDINGS, INC.
                                        MLTC COMPANY


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


                                      G-2