<PAGE>

                                                                     EXHIBIT 4.1

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

                             ARGO-TECH CORPORATION,

                    THE SUBSIDIARY GUARANTORS PARTIES HERETO

                                       AND

                           BNY MIDWEST TRUST COMPANY,
                                   AS TRUSTEE

                          9 1/4% Senior Notes due 2011

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

                                    INDENTURE

                            Dated as of June 23, 2004

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

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

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    PAGE
<S>                                                                                                 <C>
                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1. Definitions.......................................................................      1
SECTION 1.2. Other Definitions.................................................................     31
SECTION 1.3. Incorporation by Reference of Trust Indenture Act.................................     32
SECTION 1.4. Rules of Construction.............................................................     33

                                   ARTICLE II
                                 THE SECURITIES

SECTION 2.1. Form, Dating and Terms............................................................     34
SECTION 2.2. Execution and Authentication......................................................     42
SECTION 2.3. Registrar and Paying Agent........................................................     43
SECTION 2.4. Paying Agent to Hold Money in Trust...............................................     43
SECTION 2.5. Securityholder Lists..............................................................     44
SECTION 2.6. Transfer and Exchange.............................................................     44
SECTION 2.7. Form of Certificate to be Delivered in Connection with Transfers to IAIs..........     47
SECTION 2.8. Form of Certificate to be Delivered in Connection with Transfers Pursuant to
                       Regulation S............................................................     49
SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities...................................     50
SECTION 2.10. Outstanding Securities...........................................................     51
SECTION 2.11. Temporary Securities.............................................................     52
SECTION 2.12. Cancellation.....................................................................     52
SECTION 2.13. Payment of Interest; Defaulted Interest..........................................     52
SECTION 2.14. Computation of Interest..........................................................     54
SECTION 2.15. CUSIP, Common Code and ISIN Numbers..............................................     54

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1. Payment of Securities.............................................................     54
SECTION 3.2. Limitation on Indebtedness........................................................     55
SECTION 3.3. Limitation on Restricted Payments.................................................     59
SECTION 3.4. Limitation on Restrictions on Distributions from Restricted Subsidiaries..........     65
SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock................................     67
SECTION 3.6. Limitation on Liens...............................................................     70
SECTION 3.7. Limitation on Sale/Leaseback Transactions.........................................     71
SECTION 3.8. Limitation on Affiliate Transactions..............................................     71
SECTION 3.9. Limitation on Sale of Capital Stock of Restricted Subsidiaries....................     73
</TABLE>
                                       ii
<PAGE>

<TABLE>
<S>                                                                                                 <C>
SECTION 3.10. Change of Control................................................................     73
SECTION 3.11. SEC Reports......................................................................     75
SECTION 3.12. Future Subsidiary Guarantors.....................................................     75
SECTION 3.13. Maintenance of Office or Agency..................................................     75
SECTION 3.14. Corporate Existence..............................................................     76
SECTION 3.15. Payment of Taxes and Other Claims................................................     76
SECTION 3.16. Payments for Consent.............................................................     76
SECTION 3.17. Compliance Certificate...........................................................     77
SECTION 3.18. Further Instruments and Acts.....................................................     77
SECTION 3.19. Limitation on Lines of Business..................................................     77
SECTION 3.20. Statement by Officers as to Default..............................................     77

                                   ARTICLE IV
                                SUCCESSOR COMPANY

SECTION 4.1. Merger and Consolidation..........................................................     77

                                   ARTICLE V
                            REDEMPTION OF SECURITIES

SECTION 5.1. Redemption........................................................................     78
SECTION 5.2. Applicability of Article..........................................................     79
SECTION 5.3. Election to Redeem; Notice to Trustee.............................................     79
SECTION 5.4. Selection by Trustee of Securities to Be Redeemed.................................     79
SECTION 5.5. Notice of Redemption..............................................................     79
SECTION 5.6. Deposit of Redemption Price.......................................................     80
SECTION 5.7. Securities Payable on Redemption Date.............................................     81
SECTION 5.8. Securities Redeemed in Part.......................................................     81

                                   ARTICLE VI
                             DEFAULTS AND REMEDIES

SECTION 6.1. Events of Default.................................................................     81
SECTION 6.2. Acceleration......................................................................     84
SECTION 6.3. Other Remedies....................................................................     85
SECTION 6.4. Waiver of Past Defaults...........................................................     85
SECTION 6.5. Control by Majority...............................................................     85
SECTION 6.6. Limitation on Suits...............................................................     85
SECTION 6.7. Rights of Holders to Receive Payment..............................................     86
SECTION 6.8. Collection Suit by Trustee........................................................     86
SECTION 6.9. Trustee May File Proofs of Claim..................................................     86
SECTION 6.10. Priorities.......................................................................     87
SECTION 6.11. Undertaking for Costs............................................................     87
</TABLE>
                                      iii
<PAGE>


<TABLE>
<S>                                                                                                 <C>
                                  ARTICLE VII
                                    TRUSTEE

SECTION 7.1. Duties of Trustee.................................................................      87
SECTION 7.2. Rights of Trustee.................................................................      89
SECTION 7.3. Individual Rights of Trustee......................................................      90
SECTION 7.4. Trustee's Disclaimer..............................................................      90
SECTION 7.5. Notice of Defaults................................................................      90
SECTION 7.6. Reports by Trustee to Holders.....................................................      90
SECTION 7.7. Compensation and Indemnity........................................................      90
SECTION 7.8. Replacement of Trustee............................................................      91
SECTION 7.9. Successor Trustee by Merger.......................................................      92
SECTION 7.10. Eligibility; Disqualification....................................................      92
SECTION 7.11. Preferential Collection of Claims Against the Company............................      93
SECTION 7.12. Trustee's Application for Instruction from the Company...........................      93
SECTION 7.13. Paying Agents....................................................................      93

                                  ARTICLE VIII
                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.1. Discharge of Liability on Securities; Defeasance..................................      94
SECTION 8.2. Conditions to Defeasance..........................................................      95
SECTION 8.3. Application of Trust Money........................................................      96
SECTION 8.4. Repayment to the Company..........................................................      97
SECTION 8.5. Indemnity for U.S. Government Obligations.........................................      97
SECTION 8.6. Reinstatement.....................................................................      97

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 9.1. Without Consent of Holders........................................................      97
SECTION 9.2. With Consent of Holders...........................................................      98
SECTION 9.3. Compliance with Trust Indenture Act...............................................      99
SECTION 9.4. Revocation and Effect of Consents and Waivers.....................................      99
SECTION 9.5. Notation on or Exchange of Securities.............................................     100
SECTION 9.6. Trustee To Sign Amendments........................................................     100

                                    ARTICLE X
                              SECURITIES GUARANTEE

SECTION 10.1. Subsidiary Guarantee.............................................................     100
SECTION 10.2. Limitation on Liability; Termination, Release and Discharge......................     102
SECTION 10.3. Right of Contribution............................................................     103
SECTION 10.4. No Subrogation...................................................................     104
</TABLE>
                                       iv
<PAGE>


<TABLE>
<S>                                                                                                 <C>
                                          ARTICLE XI
                                         MISCELLANEOUS

SECTION 11.1. Trust Indenture Act Controls.....................................................     104
SECTION 11.2. Notices..........................................................................     104
SECTION 11.3. Communication by Holders with other Holders......................................     105
SECTION 11.4. Certificate and Opinion as to Conditions Precedent...............................     106
SECTION 11.5. Statements Required in Certificate or Opinion....................................     106
SECTION 11.6. When Securities Disregarded......................................................     106
SECTION 11.7. Rules by Trustee, Paying Agent and Registrar.....................................     106
SECTION 11.8. Legal Holidays...................................................................     107
SECTION 11.9. GOVERNING LAW....................................................................     107
SECTION 11.10. No Recourse Against Others......................................................     107
SECTION 11.11. Successors......................................................................     107
SECTION 11.12. Multiple Originals..............................................................     107
SECTION 11.13. Qualification of Indenture......................................................     107
SECTION 11.14. Table of Contents; Headings.....................................................     107
</TABLE>

ANNEX 3.4       Agreements Containing Permitted Encumbrances
ANNEX 3.8       Permitted Agreements With Affiliates
EXHIBIT A       Form of the Series A Note
EXHIBIT B       Form of the Series B Note
EXHIBIT C       Form of Indenture Supplement to Add Subsidiary Guarantors

                                       v
<PAGE>

                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
TIA                                                                                             Indenture
Section                                                                                          Section
<S>                                                                                             <C>
310(a)(1)             .......................................................................   7.10
   (a)(2)             .......................................................................   7.10
   (a)(3)             .......................................................................   N.A.
   (a)(4)             .......................................................................   N.A.
   (a)(5)             .......................................................................   7.10
   (b)                .......................................................................   7.3; 7.8; 7.10
   (c)                .......................................................................   N.A.
311(a)                .......................................................................   7.11
   (b)                .......................................................................   7.11
   (c)                .......................................................................   N.A.
312(a)                .......................................................................   2.5
   (b)                .......................................................................   11.3
   (c)                .......................................................................   11.3
313(a)                .......................................................................   7.6
   (b)(1)             .......................................................................   N.A.
   (b)(2)             .......................................................................   7.6
   (c)                .......................................................................   7.6
   (d)                .......................................................................   7.6
314(a)                .......................................................................   3.11; 3.17; 11.5
   (b)                .......................................................................   N.A.
   (c)(1)             .......................................................................   11.4
   (c)(2)             .......................................................................   11.4
   (c)(3)             .......................................................................   N.A.
   (d)                .......................................................................   N.A.
   (e)                .......................................................................   11.5
315(a)                .......................................................................   7.1
   (b)                .......................................................................   7.5; 11.2
   (c)                .......................................................................   7.1
   (d)                .......................................................................   7.1
   (e)                .......................................................................   6.11
316(a)(last sentence) .......................................................................   11.6
   (a)(1)(A)          .......................................................................   6.5
   (a)(1)(B)          .......................................................................   6.4
   (a)(2)             .......................................................................   N.A.
   (b)                .......................................................................   6.7
   (c)                .......................................................................   6.5
317(a)(1)             .......................................................................   6.8
   (a)(2)             .......................................................................   6.9
   (b)                .......................................................................   2.4
318(a)                .......................................................................   11.1
</TABLE>

    N.A. means Not Applicable.
                                     vi
<PAGE>

Note: This Cross-Reference Table shall not, for any purpose, be deemed to be
part of this Indenture.
                                      vii
<PAGE>

            INDENTURE dated as of June 23, 2004, among ARGO-TECH CORPORATION, a
Delaware corporation (the "Company"), THE SUBSIDIARY GUARANTORS (as defined
herein) and BNY MIDWEST TRUST COMPANY, an Illinois trust company organized under
the laws of the State of Illinois (the "Trustee"), as Trustee.

            For and in consideration of the premises and the purchase of the
Securities by the Holders thereof, each party hereto covenants and agrees as
follows for the benefit of the other parties and for the equal and ratable
benefit of all Holders of (i) the Company's 9 1/4% Senior Notes, Series A, due
2011 issued on the date hereof and the guarantees thereof by certain of the
Company's subsidiaries (the "Initial Securities"), (ii) if and when issued, an
unlimited principal amount of additional 9 1/4% Senior Notes, Series A, due 2011
in a non-registered offering or 9 1/4% Senior Notes, Series B, due 2011 in a
registered offering of the Company and the guarantees thereof by certain of the
Company's subsidiaries that may be offered from time to time subsequent to the
Issue Date (the "Additional Securities") and (iii) if and when issued, the
Company's 9 1/4% Senior Notes, Series B, due 2011 and the guarantees thereof by
certain of the Company's subsidiaries that may be issued from time to time in
exchange for Initial Securities or any Additional Securities in an offer
registered under the Securities Act as provided in a Registration Rights
Agreement (as hereinafter defined) (the "Exchange Securities," and together with
the Initial Securities and Additional Securities, the "Securities").

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

            SECTION 1.1. Definitions.

            "Acquired Indebtedness" means Indebtedness (i) of a Person or any of
its Subsidiaries existing at the time such Person becomes a Restricted
Subsidiary or (ii) assumed in connection with the acquisition of assets from
such Person, in each case whether or not Incurred by such Person in connection
with, or in anticipation or contemplation of, such Person becoming a Restricted
Subsidiary or such acquisition. Acquired Indebtedness shall be deemed to have
been Incurred, with respect to clause (i) of the preceding sentence, on the date
such Person becomes a Restricted Subsidiary and, with respect to clause (ii) of
the preceding sentence, on the date of consummation of such acquisition of
assets.

            "Additional Assets" means:

            (1)   any property, plant or equipment, to be used by the Company or
                  a Restricted Subsidiary in a Related Business;

            (2)   the Capital Stock of a Person that becomes a Restricted
                  Subsidiary as a result of the acquisition of such Capital
                  Stock by the Company or a Restricted Subsidiary; or

<PAGE>

            (3)   Capital Stock constituting a minority interest in any Person
                  that at such time is a Restricted Subsidiary;

provided, however, that, in the case of clauses (2) and (3), such Restricted
Subsidiary is primarily engaged in a Related Business.

            "Additional Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "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 the purposes of this definition,
"control" when used with respect to any Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" have meanings correlative to the foregoing;
provided that beneficial ownership of 10% or more of the Voting Stock of a
Person shall be deemed to be control.

            "Amended Credit Facility" means the Third Amended and Restated
Credit Agreement, dated as of June 23, 2004, among the Company, Holdings,
National City Bank, as administrative agent, and the lenders party thereto from
time to time, as the same may be amended, supplemented or otherwise modified
from time to time.

            "Asset Disposition" means any direct or indirect sale, lease (other
than an operating lease entered into in the ordinary course of business),
transfer, issuance or other disposition, or a series of related sales, leases,
transfers, issuances or dispositions that are part of a common plan, of shares
of Capital Stock of a Subsidiary (other than directors' qualifying shares),
property or other assets (each referred to for the purposes of this definition
as a "disposition") by the Company or any of its Restricted Subsidiaries,
including any disposition by means of a merger, consolidation or similar
transaction.

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

            (1) a disposition by a Restricted Subsidiary to the Company or by
      the Company or a Restricted Subsidiary to a Wholly-Owned Subsidiary;
      provided that in the case of a sale by a Restricted Subsidiary to another
      Restricted Subsidiary, the Company directly or indirectly owns an equal or
      greater percentage of the Common Stock of the transferee than of the
      transferor;

            (2) the sale of Cash Equivalents in the ordinary course of business;

            (3) a disposition of inventory in the ordinary course of business;

            (4) a disposition of obsolete or worn out equipment or equipment
      that is no longer useful in the conduct of the business of the Company and
      its Restricted Subsidiaries and that is disposed of in each case in the
      ordinary course of business;

                                       2
<PAGE>

            (5) the exchange of real property for other similar real property
structured on a tax-free like-kind basis in accordance with Section 1031 of the
Code;

            (6) transactions permitted pursuant to Section 4.1;

            (7) an issuance of Capital Stock by a Restricted Subsidiary to the
      Company or to a Wholly-Owned Subsidiary;

            (8) for purposes of Section 3.5 only, the making of a Permitted
      Investment (other than a Permitted Investment to the extent such
      transaction results in the receipt of cash or Cash Equivalents by the
      Company or its Restricted Subsidiaries) or a disposition subject to
      Section 3.3;

            (9) the contribution of any Capital Stock of Holdings held by the
      Company to any employee stock option plan or similar plan to compensate
      employees of the Company or any Subsidiary;

            (10) dispositions of assets with an aggregate fair market value
      since the Issue Date of less than $1.0 million;

            (11) dispositions in connection with Permitted Liens;

            (12) dispositions of receivables in connection with the compromise,
      settlement or collection thereof in the ordinary course of business or in
      bankruptcy or similar proceedings and exclusive of factoring or similar
      arrangements;

            (13) the licensing or sublicensing of intellectual property or other
      general intangibles and licenses, leases or subleases of other property in
      the ordinary course of business which do not materially interfere with the
      business of the Company and its Restricted Subsidiaries; and

            (14) foreclosure on assets.

            "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 Securities, compounded
semi-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).

            "Average Life" means, as of the date of determination, with respect
to any Indebtedness or Preferred Stock, the quotient obtained by dividing (1)
the sum of the products of the numbers of years from the date of determination
to the dates of each successive scheduled principal payment of such Indebtedness
or redemption or similar payment with respect to such Preferred Stock multiplied
by the amount of such payment by (2) the sum of all such payments.

            "Bank Indebtedness" means any and all amounts, whether outstanding
on the Issue Date or Incurred after the Issue Date, payable by the Company under
or in respect of the Amended Credit Facility and any related notes, collateral
documents, letters of credit and

                                       3
<PAGE>

guarantees and any Interest Rate Agreement entered into in connection with the
Amended Credit Facility, including principal, premium, if any, interest
(including interest accruing on or after the filing of any petition in
bankruptcy or for reorganization relating to the Company at the rate specified
therein whether or not a claim for post filing interest is allowed in such
proceedings), fees, charges, expenses, reimbursement obligations, guarantees and
all other amounts payable thereunder or in respect thereof.

            "Bankruptcy Law" means Title 11 of the United States Code or any
similar federal or state law for the relief of debtors.

            "Board of Directors" means, as to any Person, the board of directors
of such Person or any duly authorized committee thereof.

            "Board Resolution" means a copy of a resolution certified by the
Secretary or an Assistant Secretary of a Person to have been duly adopted by the
Board of Directors of such Person and to be in full force and effect on the date
of such certification, and delivered to the Trustee.

            "Borrowing Base" means, as of the date of determination, an amount
equal to the sum, without duplication of (1) 80% of the net book value of the
Company's and its Restricted Subsidiaries' accounts receivable at such date and
(2) 60% of the net book value of the Company's and its Restricted Subsidiaries'
inventories at such date. Net book value shall be determined in accordance with
GAAP and shall be that reflected on the most recent available balance sheet (it
being understood that the accounts receivable and inventories of an acquired
business may be included if such acquisition has been completed on or prior to
the date of determination).

            "Business Day" means each day that is not a Saturday, Sunday or
other day on which banking institutions in New York, New York are authorized or
required by law to close.

            "Capital Stock" of any Person means any and all shares, interests,
rights to purchase, warrants, options, participation or other equivalents of or
interests in (however designated) equity of such Person, including any Preferred
Stock, but excluding any debt securities convertible into such equity.

            "Capitalized Lease Obligations" means an obligation that is required
to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation will be the capitalized amount of such obligation
at the time any determination thereof is to be made as determined in accordance
with GAAP, and the Stated Maturity thereof will be the date of the last payment
of rent or any other amount due under such lease prior to the first date such
lease may be terminated without penalty.

            "Cash Equivalents" means:

            (1) securities issued or directly and fully guaranteed or insured by
      the United States Government or any agency or instrumentality of the
      United States (provided that

                                       4
<PAGE>

      the full faith and credit of the United States is pledged in support
      thereof), having maturities of not more than one year from the date of
      acquisition;

            (2) marketable general obligations issued by any state of the United
      States of America or any political subdivision of any such state or any
      public instrumentality thereof maturing within one year from the date of
      acquisition of the United States (provided that the full faith and credit
      of the United States is pledged in support thereof) and, at the time of
      acquisition, having a credit rating of "A" or better from either Standard
      & Poor's Ratings Services or Moody's Investors Service, Inc.;

            (3) certificates of deposit, time deposits, eurodollar time
      deposits, overnight bank deposits or bankers' acceptances having
      maturities of not more than one year from the date of acquisition thereof
      issued by any commercial bank the long-term debt of which is rated at the
      time of acquisition thereof at least "A" or the equivalent thereof by
      Standard & Poor's Ratings Services, or "A" or the equivalent thereof by
      Moody's Investors Service, Inc., and having combined capital and surplus
      in excess of $500 million;

            (4) repurchase obligations with a term of not more than seven days
      for underlying securities of the types described in clauses (1), (2) and
      (3) entered into with any bank meeting the qualifications specified in
      clause (3) above;

            (5) commercial paper rated at the time of acquisition thereof at
      least "A-2" or the equivalent thereof by Standard & Poor's Ratings
      Services or "P-2" or the equivalent thereof by Moody's Investors Service,
      Inc., or carrying an equivalent rating by a nationally recognized rating
      agency, if both of the two named rating agencies cease publishing ratings
      of investments, and in any case maturing within one year after the date of
      acquisition thereof; and

            (6) interests in any investment company or money market fund which
      invests 95% or more of its assets in instruments of the type specified in
      clauses (1) through (5) above.

            "Change of Control" means:

            (1) prior to the first public offering of Common Stock of the
      Company or Holdings, the Permitted Holders cease to be the "beneficial
      owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act),
      directly or indirectly, of a majority in the aggregate of the total voting
      power of the Voting Stock of the Company or Holdings, whether as a result
      of the issuance of securities of the Company or Holdings, any merger,
      consolidation, liquidation or dissolution of the Company or Holdings, any
      direct or indirect transfer of securities by any Permitted Holder or
      otherwise (for purposes of this clause (1) and clause (2) below, the
      Permitted Holders shall be deemed to beneficially own any Voting Stock of
      an entity (the "specified entity") held by any other entity (the "parent
      entity") so long as the Permitted Holders beneficially own (as so
      defined), directly or indirectly, in the aggregate a majority of the
      voting power of the Voting Stock of the parent entity); or

                                       5
<PAGE>

            (2) on the date of or after the first public offering of Common
      Stock referred to in clause (1), (A) any "person" or "group" of related
      persons (as such terms are used in Sections 13(d) and 14(d) of the
      Exchange Act), other than one or more Permitted Holders, is or becomes the
      beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange
      Act, except that such person or group shall be deemed to have "beneficial
      ownership" of all shares that any such person or group has the right to
      acquire, whether such right is exercisable immediately or only after the
      passage of time), directly or indirectly, of more than 35% of the total
      voting power of the Voting Stock of the Company or Holdings (or its
      successor by merger, consolidation or purchase of all or substantially all
      of its assets) (for the purposes of this clause, such person or group
      shall be deemed to beneficially own any Voting Stock of the Company or
      Holdings held by a parent entity, if such person or group "beneficially
      owns" (as defined above), directly or indirectly, more than 35% of the
      voting power of the Voting Stock of such parent entity); and (B) the
      Permitted Holders "beneficially own" (as defined in Rules 13d-3 and 13d-5
      of the Exchange Act), directly or indirectly, in the aggregate a lesser
      percentage of the total voting power of the Voting Stock of the Company or
      Holdings, as the case may be, (or its successor by merger, consolidation
      or purchase of all or substantially all of its assets) than such other
      person or group and do not have the right or ability by voting power,
      contract or otherwise to elect or designate for election a majority of the
      board of directors of the Company or Holdings or such successor (for the
      purposes of this clause, such other person or group shall be deemed to
      beneficially own any Voting Stock of a specified entity held by a parent
      entity, if such other person or group "beneficially owns" directly or
      indirectly, more than 35% of the voting power of the Voting Stock of such
      parent entity and the Permitted Holders "beneficially own" directly or
      indirectly, in the aggregate a lesser percentage of the voting power of
      the Voting Stock of such parent entity and do not have the right or
      ability by voting power, contract or otherwise to elect or designate for
      election a majority of the board of directors of such parent entity); or

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

            (4) the sale, lease, transfer, conveyance or other disposition
      (other than by way of merger or consolidation), in one or a series of
      related transactions, of all or substantially all of the assets of the
      Company or Holdings and its Restricted Subsidiaries taken as a whole to
      any "person" (as such term is used in Sections 13(d) and 14(d) of the
      Exchange Act) other than a Permitted Holder; or

            (5) the adoption by the stockholders of the Company or Holdings of a
      plan or proposal for the liquidation or dissolution of the Company or
      Holdings.

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

            "Commodity Agreement" means any commodity futures contract,
commodity option or other similar agreement or arrangement entered into by the
Company or any Restricted Subsidiary designed to protect the Company or any of
its Restricted Subsidiaries against fluctuations in the price of commodities
actually used in the ordinary course of business of the Company and its
Restricted Subsidiaries.

                                       6
<PAGE>

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

            "Company" means Argo-Tech Corporation or its successors and assigns.

            "Consolidated Coverage Ratio" means as of any date of determination,
with respect to any Person, the ratio of (x) the aggregate amount of
Consolidated EBITDA of such Person for the period of the most recent four
consecutive fiscal quarters ending prior to the date of such determination for
which financial statements are in existence to (y) Consolidated Interest Expense
for such four fiscal quarters, provided, however, that:

            (1)   if the Company or any Restricted Subsidiary:

                  (a)   has Incurred any Indebtedness since the beginning of
                        such period that remains outstanding on such date of
                        determination or if the transaction giving rise to the
                        need to calculate the Consolidated Coverage Ratio is an
                        Incurrence of Indebtedness, Consolidated EBITDA and
                        Consolidated Interest Expense for such period will be
                        calculated after giving effect on a pro forma basis to
                        such Indebtedness as if such Indebtedness had been
                        Incurred on the first day of such period (except that in
                        making such computation, the amount of Indebtedness
                        under any revolving credit facility outstanding on the
                        date of such calculation will be deemed to be (i) the
                        average daily balance of such Indebtedness during such
                        four fiscal quarters or such shorter period for which
                        such facility was outstanding or (ii) if such facility
                        was created after the end of such four fiscal quarters,
                        the average daily balance of such Indebtedness during
                        the period from the date of creation of such facility to
                        the date of such calculation) and the discharge of any
                        other Indebtedness repaid, repurchased, defeased or
                        otherwise discharged with the proceeds of such new
                        Indebtedness as if such discharge had occurred on the
                        first day of such period; or

                  (b)   has repaid, repurchased, defeased or otherwise
                        discharged any Indebtedness since the beginning of the
                        period that is no longer 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 (in each case other
                        than Indebtedness Incurred under any revolving credit
                        facility unless such Indebtedness has been permanently
                        repaid and the related commitment terminated),
                        Consolidated EBITDA and Consolidated Interest Expense
                        for such period will be calculated after giving effect
                        on a pro forma basis to such discharge of such
                        Indebtedness, including with the proceeds of such new
                        Indebtedness, as if such discharge had occurred on the
                        first day of such period;

                                       7
<PAGE>

            (2)   if since the beginning of such period the Company or any
                  Restricted Subsidiary will have made any Asset Disposition or
                  disposed of any company, division, operating unit, segment,
                  business, group of related assets or line of business or if
                  the transaction giving rise to the need to calculate the
                  Consolidated Coverage Ratio is such an Asset Disposition:

                  (a)   the Consolidated EBITDA for such period will be reduced
                        by an amount equal to the Consolidated EBITDA (if
                        positive) directly attributable to the assets which are
                        the subject of such Asset Disposition for such period or
                        increased by an amount equal to the Consolidated EBITDA
                        (if negative) directly attributable thereto for such
                        period; and

                  (b)   Consolidated Interest Expense for such period will 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, defeased or otherwise discharged with
                        respect to the Company and its continuing Restricted
                        Subsidiaries in connection with such Asset Disposition
                        for such period (or, if the Capital Stock of any
                        Restricted Subsidiary is sold, the Consolidated Interest
                        Expense for such 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);

            (3)   if since the beginning of such period the Company or any
                  Restricted Subsidiary (by merger or otherwise) will have made
                  an Investment in any Restricted Subsidiary (or any Person
                  which becomes a Restricted Subsidiary or is merged with or
                  into the Company) or an acquisition of assets, including any
                  acquisition of assets occurring in connection with a
                  transaction causing a calculation to be made hereunder, which
                  constitutes all or substantially all of a company, division,
                  operating unit, segment, business, group of related assets or
                  line of business, Consolidated EBITDA and Consolidated
                  Interest Expense for such period will 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 period; and

            (4)   if since the beginning of such 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 period) will have Incurred any Indebtedness
                  or discharged any Indebtedness, made any Asset Disposition or
                  any Investment or acquisition of assets that would have
                  required an adjustment pursuant to clause (2) or (3) above if
                  made by the Company or a Restricted Subsidiary during such
                  period, Consolidated EBITDA and Consolidated Interest Expense
                  for such period will be

                                       8
<PAGE>

                  calculated after giving pro forma effect thereto as if such
                  transaction occurred on the first day of such period.

For purposes of this definition, whenever pro forma effect is to be given to any
calculation under this definition, the pro forma calculations will be determined
in good faith by a responsible financial or accounting officer of the Company
(including pro forma expense and cost reductions calculated on a basis
consistent 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 will 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 Interest Rate Agreement applicable to such
Indebtedness if such Interest Rate Agreement has a remaining term in excess of
12 months). If any Indebtedness that is being given pro forma effect bears an
interest rate at the option of the Company, the interest rate shall be
calculated by applying such optional rate chosen by the Company.

            "Consolidated EBITDA" for any period means, without duplication, the
Consolidated Net Income for such period, plus the following to the extent
deducted in calculating such Consolidated Net Income:

            (1)   Consolidated Interest Expense;

            (2)   Consolidated Income Taxes; and

            (3)   Consolidated Non-Cash Charges.

Notwithstanding the preceding sentence, clauses (2) and (3) relating to amounts
of a Restricted Subsidiary of a Person will be added to Consolidated Net Income
to compute Consolidated EBITDA of such Person only to the extent (and in the
same proportion) that the net income (loss) of such Restricted Subsidiary was
included in calculating the Consolidated Net Income of such Person and, to the
extent the amounts set forth in clauses (2) and (3) are in excess of those
necessary to offset a net loss of such Restricted Subsidiary or if such
Restricted Subsidiary has net income for such period included in Consolidated
Net Income, only if a corresponding amount would be permitted at the date of
determination to be dividended to the Company by such Restricted Subsidiary
without prior approval (that has not been obtained), pursuant to the terms of
its charter and all agreements, instruments, judgments, decrees, orders,
statutes, rules and governmental regulations applicable to that Restricted
Subsidiary or its stockholders.

            "Consolidated Income Taxes" means, with respect to any Person for
any period, taxes imposed upon such Person or other payments required to be made
by such Person by any governmental authority which taxes or other payments are
calculated by reference to the income or profits of such Person or such Person
and its Restricted Subsidiaries (to the extent such income or profits were
included in computing Consolidated Net Income for such period), regardless of
whether such taxes or payments are required to be remitted to any governmental
authority.

                                       9
<PAGE>

            "Consolidated Interest Expense" means, for any period, the total
interest expense of the Company and its consolidated Restricted Subsidiaries,
whether paid or accrued, plus, to the extent not included in such interest
expense:

            (1)   interest expense attributable to Capitalized Lease Obligations
                  and the interest portion of rent expense associated with
                  Attributable Indebtedness in respect of the relevant lease
                  giving rise thereto, determined as if such lease were a
                  capitalized lease in accordance with GAAP and the interest
                  component of any deferred payment obligations;

            (2)   amortization of debt discount (provided that any amortization
                  of bond premium will be credited to reduce Consolidated
                  Interest Expense unless, pursuant to GAAP, such amortization
                  of bond premium has otherwise reduced Consolidated Interest
                  Expense);

            (3)   non-cash interest expense;

            (4)   commissions, discounts and other fees and charges owed with
                  respect to letters of credit and bankers' acceptance
                  financing;

            (5)   the interest expense on Indebtedness of another Person that is
                  Guaranteed by such Person or one of its Restricted
                  Subsidiaries or secured by a Lien on assets of such Person or
                  one of its Restricted Subsidiaries;

            (6)   costs associated with Hedging Obligations (including
                  amortization of fees) provided, however, that if Hedging
                  Obligations result in net benefits rather than costs, such
                  benefits shall be credited to reduce Consolidated Interest
                  Expense unless, pursuant to GAAP, such net benefits are
                  otherwise reflected in Consolidated Net Income;

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

            (8)   the product of (a) all dividends paid or payable, in cash,
                  Cash Equivalents or Indebtedness or accrued during such period
                  on any series of Disqualified Stock of such Person or on
                  Preferred Stock of its Restricted Subsidiaries payable to a
                  party other than the Company or a Wholly-Owned Subsidiary,
                  times (b) a fraction, the numerator of which is one and the
                  denominator of which is one minus the then current combined
                  federal, state, provincial and local statutory tax rate of
                  such Person, expressed as a decimal, in each case, on a
                  consolidated basis and in accordance with GAAP;

            (9)   Receivable Fees; and

            (10)  the cash contributions to any employee stock ownership plan or
                  similar trust to the extent such contributions are used by
                  such plan or trust to pay interest or fees to any Person
                  (other than the Company and its Restricted

                                       10
<PAGE>

            Subsidiaries) in connection with Indebtedness Incurred by such plan
            or trust;

      provided that the definition of Consolidated Interest Expense shall
      exclude the amortization and/or writeoff of debt issuance costs and
      deferred financing fees.

For the purpose of calculating the Consolidated Coverage Ratio in connection
with the Incurrence of any Indebtedness described in the final paragraph of the
definition of "Indebtedness," the calculation of Consolidated Interest Expense
shall include all interest expense (including any amounts described in clauses
(1) through (10) above) relating to any Indebtedness of the Company or any
Restricted Subsidiary described in the final paragraph of the definition of
"Indebtedness."

            For purposes of the foregoing, total interest expense will be
determined (i) after giving effect to any net payments made or received by the
Company and its Subsidiaries with respect to Interest Rate Agreements and (ii)
exclusive of amounts classified as other comprehensive income in the balance
sheet of the Company. Notwithstanding anything to the contrary contained herein,
commissions, discounts, yield and other fees and charges Incurred in connection
with any transaction pursuant to which the Company or its Restricted
Subsidiaries may sell, convey or otherwise transfer or grant a security interest
in any accounts receivable or related assets shall be included in Consolidated
Interest Expense.

            "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and
its consolidated Restricted Subsidiaries determined in accordance with GAAP;
provided, however, that there will not be included in such Consolidated Net
Income:

            (1)   any net income (loss) of any Person if such Person is not a
                  Restricted Subsidiary, except that:

                  (a)   subject to the limitations contained in clauses (3)
                        through (8) below, the Company's equity in the net
                        income of any such Person for such period will be
                        included in such Consolidated Net Income up to the
                        aggregate amount of cash actually distributed by such
                        Person during such period to the Company or a Restricted
                        Subsidiary as a dividend or other distribution (subject,
                        in the case of a dividend or other distribution to a
                        Restricted Subsidiary, to the limitations contained in
                        clause (2) below); and

                  (b)   the Company's equity in a net loss of any such Person
                        (other than an Unrestricted Subsidiary) for such period
                        will be included in determining such Consolidated Net
                        Income to the extent such loss has been funded with cash
                        from the Company or a Restricted Subsidiary;

            (2)   any net income (but not loss) of any Restricted Subsidiary if
                  such Subsidiary is subject to restrictions, directly or
                  indirectly, on the payment

                                       11
<PAGE>

            of dividends or the making of distributions by such Restricted
            Subsidiary, directly or indirectly, to the Company, except that:

                  (a)   subject to the limitations contained in clauses (3)
                        through (8) below, the Company's equity in the net
                        income of any such Restricted Subsidiary for such period
                        will be included in such Consolidated Net Income up to
                        the aggregate amount of cash that could have been
                        distributed by such Restricted Subsidiary during such
                        period to the Company or another Restricted Subsidiary
                        as a dividend (subject, in the case of a dividend to
                        another Restricted Subsidiary, to the limitation
                        contained in this clause); and

                  (b)   the Company's equity in a net loss of any such
                        Restricted Subsidiary for such period will be included
                        in determining such Consolidated Net Income;

            (3)   any gain (loss) realized upon the sale or other disposition of
                  any property, plant or equipment of the Company or its
                  consolidated Restricted Subsidiaries (including pursuant to
                  any Sale/Leaseback Transaction) which is not sold or otherwise
                  disposed of in the ordinary course of business and any gain
                  (loss) realized upon the sale or other disposition of any
                  Capital Stock of any Person;

            (4)   any net after-tax gain or loss arising from the early
                  extinguishment of any Indebtedness, including the amortization
                  or writeoff of debt issuance costs or debt discount
                  attributable to such write-off;

            (5)   any non-cash compensation charges arising from the grant of or
                  issuance or repricing of stock, stock options or other
                  equity-based awards or any amendment, modification,
                  substitution or change of any such stock, stock options or
                  other equity-based awards;

            (6)   inventory purchase accounting adjustments and amortization and
                  impairment charges resulting from other purchase accounting
                  adjustments with respect to any acquisition transaction;

            (7)   any extraordinary gain or loss; and

            (8)   the cumulative effect of a change in accounting principles.

            "Consolidated Non-Cash Charges" means, with respect to any Person,
for any period, the aggregate depreciation, amortization and other non-cash
charges and impairment charges of such Person and its Restricted Subsidiaries
reducing Consolidated Net Income of such Person and its Restricted Subsidiaries
for such period, determined on a consolidated basis in accordance with GAAP
(excluding any such non-cash charge to the extent it represents an accrual of or
reserve for cash charges in any future period or amortization of a prepaid cash
expense that was paid in a prior period not included in the calculation).

                                       12
<PAGE>

            "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Company or Holdings, as the case may be,
who: (1) was a member of such Board of Directors on the date of this Indenture;
or (2) was nominated for election or elected to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of the
relevant Board at the time of such nomination or election.

            "Credit Facility" means, with respect to the Company or any
Subsidiary Guarantor, one or more debt facilities, including, without
limitation, the Amended Credit Facility or commercial paper facilities with
banks or other institutional lenders providing for revolving credit loans, term
loans, receivables financing (including through the sale of receivables to such
lenders or to special purpose entities formed to borrow from such lenders
against such receivables) and/or letters of credit, in each case, as amended,
restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time (and whether or not with the original administrative
agent and lenders or another administrative agent or agents or other lenders and
whether provided under the original Amended Credit Facility or any other credit
or other agreement or indenture).

            "Currency Agreement" means in respect of a Person any foreign
exchange contract, currency swap agreement, futures contract, option contract or
other similar agreement as to which such Person is a party or a beneficiary.

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

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

            "Definitive Securities" means certificated Securities.

            "Disqualified Stock" means, with respect to any Person, any Capital
Stock of such Person which by its terms (or by the terms of any security into
which it is convertible or for which it is exchangeable) or upon the happening
of any event:

            (1)   matures or is mandatorily redeemable pursuant to a sinking
                  fund obligation or otherwise;

            (2)   is convertible or exchangeable for Indebtedness or
                  Disqualified Stock (excluding Capital Stock which is
                  convertible or exchangeable solely at the option of the
                  Company or a Restricted Subsidiary); or

            (3)   is redeemable at the option of the holder of the Capital Stock
                  in whole or in part,

in each case on or prior to the date that is 91 days after the earlier of the
date (a) of the Stated Maturity of the Securities or (b) on which there are no
Securities outstanding, provided that only the portion of Capital Stock which so
matures or is mandatorily redeemable, is so convertible or exchangeable or is so
redeemable at the option of the holder thereof prior to such date will be deemed
to be Disqualified Stock; provided, further that any Capital Stock that would
constitute

                                       13
<PAGE>

Disqualified Stock solely because the holders thereof have the right to require
the Company to repurchase such Capital Stock upon the occurrence of a change of
control or asset sale (each defined in a substantially identical manner to the
corresponding definitions in this Indenture) shall not constitute Disqualified
Stock if the terms of such Capital Stock (and all such securities into which it
is convertible or for which it is ratable or exchangeable) provide that the
Company may not repurchase or redeem any such Capital Stock (and all such
securities into which it is convertible or for which it is ratable or
exchangeable) pursuant to such provision prior to compliance by the Company with
the provisions of this Indenture described under Section 3.5 and Section 3.10
and such repurchase or redemption complies with Section 3.3.

            "DTC" means The Depository Trust Company, its nominees and their
respective successors and assigns, or such other depository institution
hereinafter appointed by the Company.

            "Equity Offering" means a primary public or private sale for cash by
the Company or Holdings, as the case may be, of its Common Stock, or options,
warrants or rights with respect to its Common Stock, other than a public
offering with respect to the Company's or Holdings' Common Stock, or options,
warrants or rights, registered on Form S-4 or S-8.

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

            "Exchange Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Fiscal Year" means the fiscal year of the Company ending on the
last Saturday in October of each year.

            "GAAP" means generally accepted accounting principles in the United
States of America as in effect as of the date of this Indenture, including those
set forth in the opinions and pronouncements of the Accounting Principles Board
of the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant segment of the
accounting profession. All ratios and computations based on GAAP contained in
this Indenture will be computed in conformity with GAAP.

            "Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness of any other Person
and any obligation, direct or indirect, contingent or otherwise, of such Person:

            (1)   to purchase or pay (or advance or supply funds for the
                  purchase or payment of) such Indebtedness of such other Person
                  (whether arising by virtue of partnership arrangements, or by
                  agreement to keep-well, to purchase assets, goods, securities
                  or services, to take-or-pay, or to maintain financial
                  statement conditions or otherwise); or

                                       14
<PAGE>

            (2)   entered into for purposes of assuring in any other manner the
                  obligee of such Indebtedness of the payment thereof or to
                  protect such obligee against loss in respect thereof (in whole
                  or in part); provided, however, that the term "Guarantee" will
                  not include endorsements for collection or deposit in the
                  ordinary course of business. The term "Guarantee" used as a
                  verb has a corresponding meaning.

            "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness of such Subsidiary Guarantor (whether
outstanding on the Issue Date or thereafter Incurred) which is expressly
subordinate in right of payment to the obligations of such Subsidiary Guarantor
under its Subsidiary Guarantee pursuant to a written agreement.

            "Hedging Obligations" of any Person means the obligations of such
Person pursuant to any Interest Rate Agreement, Currency Agreement or Commodity
Agreement.

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

            "Holdings" means AT Holdings Corporation, a Delaware corporation.

            "IAI" means an institutional "accredited investor" as described in
Rule 501(a)(1), (2), (3) or (7) under the Securities Act.

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

            "Indebtedness" means, with respect to any Person on any date of
determination (without duplication):

            (1)   the principal of and premium (if any) in respect of
                  indebtedness of such Person for borrowed money;

            (2)   the principal of and premium (if any) in respect of
                  obligations of such Person evidenced by bonds, debentures,
                  notes or other similar instruments;

            (3)   the principal component of all obligations of such Person in
                  respect of letters of credit, bankers' acceptances or other
                  similar instruments (including reimbursement obligations with
                  respect thereto except to the extent such reimbursement
                  obligation relates to a trade payable and such obligation is
                  satisfied within 30 days of Incurrence);

            (4)   the principal component of all obligations of such Person to
                  pay the deferred and unpaid purchase price of property (except
                  trade payables),

                                       15
<PAGE>

                  which purchase price is due more than six months after the
                  date of placing such property in service or taking delivery
                  and title thereto;

            (5)   Capitalized Lease Obligations and all Attributable
                  Indebtedness of such Person;

            (6)   the principal component or liquidation preference of all
                  obligations of such Person with respect to the redemption,
                  repayment or other repurchase of any Disqualified Stock or,
                  with respect to any Subsidiary that is not a Subsidiary
                  Guarantor, any Preferred Stock;

            (7)   the principal component of all Indebtedness of other Persons
                  secured by a Lien on any asset of such Person, whether or not
                  such Indebtedness is assumed by such Person; provided,
                  however, that the amount of such Indebtedness will be the
                  lesser of (a) the fair market value of such asset at such date
                  of determination and (b) the amount of such Indebtedness of
                  such other Persons;

            (8)   the principal component of Indebtedness of other Persons to
                  the extent Guaranteed by such Person; and

            (9)   to the extent not otherwise included in this definition, net
                  obligations of such Person under Currency Agreements and
                  Interest Rate Agreements (the amount of any such obligations
                  to be equal at any time to the termination value of such
                  agreement or arrangement giving rise to such obligation that
                  would be payable by such Person at such time).

The amount of Indebtedness of any Person at any date will be the outstanding
balance at such date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving rise to the
obligation, of any contingent obligations at such date. Notwithstanding the
foregoing, money borrowed and set aside at the time of the Incurrence of any
Indebtedness in order to pre-fund the payment of interest on such Indebtedness
shall not be deemed to be "Indebtedness" provided that such money is held to
secure the payment of such interest.

            In addition, "Indebtedness" of any Person shall include Indebtedness
described in the preceding paragraph that would not appear as a liability on the
balance sheet of such Person if:

            (1)   such Indebtedness is the obligation of a partnership or joint
                  venture that is not a Restricted Subsidiary (a "Joint
                  Venture");

            (2)   such Person or a Restricted Subsidiary of such Person is a
                  general partner of the Joint Venture (a "General Partner");
                  and

            (3)   there is recourse, by contract or operation of law, with
                  respect to the payment of such Indebtedness to property or
                  assets of such Person or a

                                       16
<PAGE>

                  Restricted Subsidiary of such Person; and then such
                  Indebtedness shall be included in an amount not to exceed:

                  (a)   the lesser of (i) the net assets of the General Partner
                        and (ii) the amount of such obligations to the extent
                        that there is recourse, by contract or operation of law,
                        to the property or assets of such Person or a Restricted
                        Subsidiary of such Person; or

                  (b)   if less than the amount determined pursuant to clause
                        (a) immediately above, the actual amount of such
                        Indebtedness that is recourse to such Person or a
                        Restricted Subsidiary of such Person, if the
                        Indebtedness is evidenced by a writing and is for a
                        determinable amount.

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

            "Initial Purchasers" means, together, J.P. Morgan Securities Inc.,
Jefferies Quarterdeck, a division of Jefferies & Company, Inc., and NatCity
Investments, Inc., with respect to the Initial Securities.

            "Initial Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Interest Rate Agreement" means with respect to any Person any
interest rate protection agreement, interest rate future agreement, interest
rate option agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge agreement or
other similar agreement or arrangement as to which such Person is party or a
beneficiary.

            "Investment" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of any direct or
indirect advance, loan (other than advances or extensions of credit to customers
in the ordinary course of business) or other extensions of credit (including by
way of Guarantee or similar arrangement, but excluding any debt or extension of
credit represented by a bank deposit other than a time deposit) or capital
contribution to (by means of any transfer of cash or other property to others or
any payment for property or services for the account or use of others), or any
purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by, such Person and all other items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP;
provided that none of the following will be deemed to be an Investment:

            (1)   Hedging Obligations entered into in the ordinary course of
                  business and in compliance with this Indenture;

            (2)   endorsements of negotiable instruments and documents in the
                  ordinary course of business; and

                                       17
<PAGE>

            (3)   an acquisition of assets, Capital Stock or other securities by
                  the Company or a Subsidiary for consideration to the extent
                  such consideration consists of Common Stock of the Company.

For purposes of Section 3.3:

            (1)   "Investment" will include the portion (proportionate to the
                  Company's equity interest in a Restricted Subsidiary to be
                  designated as an Unrestricted Subsidiary) of the fair market
                  value of the net assets of such Restricted Subsidiary at the
                  time that such Restricted Subsidiary is designated an
                  Unrestricted Subsidiary; provided, however, that upon a
                  redesignation of such Subsidiary as a Restricted Subsidiary,
                  the Company will be deemed to continue to have a permanent
                  "Investment" in an Unrestricted Subsidiary in an amount (if
                  positive) equal to (a) the Company's "Investment" in such
                  Subsidiary at the time of such redesignation less (b) the
                  portion (proportionate to the Company's equity interest in
                  such Subsidiary) of the fair market value of the net assets
                  (as conclusively determined by the Board of Directors of the
                  Company in good faith) of such Subsidiary at the time that
                  such Subsidiary is so re-designated a Restricted Subsidiary;
                  and

            (2)   any property transferred to or from an Unrestricted Subsidiary
                  will be valued at its fair market value at the time of such
                  transfer, in each case as determined in good faith by the
                  Board of Directors of the Company.

            "Issue Date" means the closing date for the sale and issuance of the
Initial Securities.

            "Legal Holiday" has the meaning ascribed to it in Section 11.8.

            "Lien" means any mortgage, pledge, security interest, encumbrance,
lien or charge of any kind (including any conditional sale or other title
retention agreement or lease in the nature thereof).

            "Net Available Cash" from an Asset Disposition means cash payments
received (including any cash payments received by way of deferred payment of
principal pursuant to a note or installment receivable or otherwise and net
proceeds from the sale or other disposition of any securities received as
consideration, but only as and when received, but excluding any other
consideration received in the form of assumption by the acquiring person of
Indebtedness or other obligations relating to the properties or assets that are
the subject of such Asset Disposition or received in any other non-cash form)
therefrom, in each case net of:

            (1)   all legal, accounting, investment banking, title and recording
                  tax expenses, commissions and other fees and expenses
                  Incurred, and all Federal, state, provincial, foreign and
                  local taxes required to be paid or accrued as a liability
                  under GAAP (after taking into account any available tax
                  credits or

                                       18
<PAGE>

                  deductions and any tax sharing agreements), as a consequence
                  of such Asset Disposition;

            (2)   all payments made on any Indebtedness which is secured by any
                  assets subject to such Asset Disposition, in accordance with
                  the terms of any Lien upon such assets, or which must by its
                  terms, or in order to obtain a necessary consent to such Asset
                  Disposition, or by applicable law be repaid out of the
                  proceeds from such Asset Disposition;

            (3)   all distributions and other payments required to be made to
                  minority interest holders in Subsidiaries or joint ventures as
                  a result of such Asset Disposition; and

            (4)   the deduction of appropriate amounts to be provided by the
                  seller as a reserve, in accordance with GAAP, against any
                  liabilities associated with the assets disposed of in such
                  Asset Disposition and retained by the Company or any
                  Restricted Subsidiary after such Asset Disposition.

            "Net Cash Proceeds," with respect to any issuance or sale of Capital
Stock, means the cash proceeds of such issuance or sale net of attorneys' fees,
accountants' fees, underwriters' or placement agents' fees, listing fees,
discounts or commissions and brokerage, consultant and other fees and charges
actually Incurred in connection with such issuance or sale and net of taxes paid
or payable as a result of such issuance or sale (after taking into account any
available tax credit or deductions and any tax sharing arrangements); provided
that, the cash proceeds of an Equity Offering by Holdings shall not be deemed
Net Cash Proceeds, except to the extent such cash proceeds are contributed to
the Company.

            "Non-Recourse Debt" means Indebtedness of a Person:

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

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

            (3)   the explicit terms of which provide there is no recourse
                  against any of the assets of the Company or its Restricted
                  Subsidiaries.

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

                                       19
<PAGE>

            "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of the Company. Officer of any Subsidiary Guarantor
has a correlative meaning.

            "Officers' Certificate" means a certificate signed by two Officers
or by an Officer and either an Assistant Treasurer or an Assistant Secretary of
the Company.

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

            "Pari Passu Indebtedness" means Indebtedness that ranks equally in
right of payment to the Securities.

            "Permitted Holders" means (i) Mr. Masashi Yamada and members of his
immediate family, (ii) corporations and other entities that are controlled by
one or more of the persons referred to in clause (i), (iii) trusts for the sole
benefit of one or more of the persons referred to in clause (i), (iv) the
Company's Employee Stock Ownership Plan, (v) individuals who are members of
management of Holdings or the Company as of the Issue Date and (vi) any Person
acting in the capacity of an underwriter in connection with a public or private
offering of the Company's or Holdings' Capital Stock until the completion of
such offering.

            "Permitted Investment" means an Investment by the Company or any
Restricted Subsidiary in:

            (1)   a Restricted Subsidiary or a Person which will, upon the
                  making of such Investment, become a Restricted Subsidiary;
                  provided, however, that the primary business of such
                  Restricted Subsidiary is a Related Business;

            (2)   another Person if as a result of such Investment such other
                  Person is merged or consolidated with or into, or transfers or
                  conveys all or substantially all its assets to, the Company or
                  a Restricted Subsidiary; provided, however, that such Person's
                  primary business is a Related Business;

            (3)   cash and Cash Equivalents;

            (4)   receivables owing to the Company or any Restricted Subsidiary
                  created or acquired in the ordinary course of business and
                  payable or dischargeable in accordance with customary trade
                  terms; provided, however, that such trade terms may include
                  such concessionary trade terms as the Company or any such
                  Restricted Subsidiary deems reasonable under the
                  circumstances;

            (5)   payroll, travel and similar advances to cover matters that are
                  expected at the time of such advances ultimately to be treated
                  as expenses for accounting purposes and that are made in the
                  ordinary course of business;

                                       20
<PAGE>

            (6)   loans or advances to employees (other than executive officers)
                  made in the ordinary course of business consistent with past
                  practices of the Company or such Restricted Subsidiary;
                  provided that the Company and its Restricted Subsidiaries,
                  will comply in all material respects with all applicable
                  provisions of the Sarbanes-Oxley Act and the rules and
                  regulations promulgated in connection therewith in connection
                  with such loans and advances;

            (7)   Capital Stock, obligations or securities received in
                  settlement of debts created in the ordinary course of business
                  and owing to the Company or any Restricted Subsidiary or in
                  satisfaction of judgments or pursuant to any plan of
                  reorganization or similar arrangement upon the bankruptcy or
                  insolvency of a debtor;

            (8)   Investments made as a result of the receipt of non-cash
                  consideration from an Asset Disposition that was made pursuant
                  to and in compliance with Section 3.5;

            (9)   Investments in existence on the Issue Date;

            (10)  Investments by the Rabbi Trust using assets of the Rabbi Trust
                  in existence on the Issue Date (including income and capital
                  growth with respect thereto);

            (11)  Currency Agreements, Interest Rate Agreements and related
                  Hedging Obligations, which transactions or obligations are
                  Incurred in compliance with Section 3.2;

            (12)  Investments by the Company or any of its Restricted
                  Subsidiaries, together with all other Investments pursuant to
                  this clause (11), in an aggregate amount at the time of such
                  Investment not to exceed $5.0 million outstanding at any one
                  time (with the fair market value of such Investment being
                  measured at the time made and without giving effect to
                  subsequent changes in value); and

            (13)  Guarantees issued in accordance with Section 3.2.

            "Permitted Liens" means, with respect to any Person:

            (1)   Liens securing Indebtedness and other obligations under the
                  Amended Credit Facility (and under any other Credit Facility
                  permitted to be Incurred under the Indenture under the
                  provisions described in clause (1) of the second paragraph
                  under Section 3.2) and related Hedging Obligations and liens
                  on assets of Restricted Subsidiaries securing Guarantees of
                  Indebtedness and other obligations of the Company and
                  Subsidiary Guarantors under any Credit Facility permitted to
                  be Incurred under the provisions described in clause (1) of
                  the second paragraph under

                                       21
<PAGE>

                  Section 3.2); provided that Liens permitted under this clause
                  (1) shall only extend to Indebtedness issued, created or
                  Incurred pursuant to a credit facility or commercial paper
                  facility with banks or other institutional lenders providing
                  for revolving credit loans, term loans, receivables financing
                  and/or letters of credit;

            (2)   pledges or deposits by such Person under workmen's
                  compensation laws, unemployment insurance laws or similar
                  legislation, or good faith deposits in connection with bids,
                  tenders, contracts (other than for the payment of
                  Indebtedness) or leases to which such Person is a party, or
                  deposits to secure public or statutory obligations of such
                  Person or deposits of cash or United States government bonds
                  to secure surety or appeal bonds to which such Person is a
                  party, or deposits as security for contested taxes or import
                  or customs duties or for the payment of rent, in each case
                  Incurred in the ordinary course of business;

            (3)   Liens imposed by law, including carriers', warehousemen's and
                  mechanics' Liens, in each case for sums not yet due or being
                  contested in good faith by appropriate proceedings if a
                  reserve or other appropriate provisions, if any, as shall be
                  required by GAAP shall have been made in respect thereof;

            (4)   Liens for taxes, assessments or other governmental charges not
                  yet subject to penalties for non-payment or which are being
                  contested in good faith by appropriate proceedings provided
                  appropriate reserves required pursuant to GAAP have been made
                  in respect thereof;

            (5)   Liens in favor of issuers of surety or performance bonds or
                  letters of credit or bankers' acceptances issued pursuant to
                  the request of and for the account of such Person in the
                  ordinary course of its business; provided, however, that such
                  letters of credit do not constitute Indebtedness;

            (6)   encumbrances, ground leases, easements or reservations of, or
                  rights of others for, licenses, rights of way, sewers,
                  electric lines, telegraph and telephone lines and other
                  similar purposes, or zoning, building codes or other
                  restrictions (including, without limitation, minor defects or
                  irregularities in title and similar encumbrances) as to the
                  use of real properties or liens incidental to the conduct of
                  the business of such Person or to the ownership of its
                  properties which do not in the aggregate materially adversely
                  affect the value of said properties or materially impair their
                  use in the operation of the business of such Person;

            (7)   Liens securing Hedging Obligations so long as the related
                  Indebtedness is, and is permitted to be under this Indenture,
                  secured by a Lien on the same property securing such Hedging
                  Obligation;

                                       22
<PAGE>

            (8)   leases, licenses, subleases and sublicenses of assets
                  (including, without limitation, real property and intellectual
                  property rights) which do not materially interfere with the
                  ordinary conduct of the business of the Company or any of its
                  Restricted Subsidiaries;

            (9)   judgment Liens not giving rise to an Event of Default so long
                  as such Lien is 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 such proceedings may be initiated has not
                  expired;

            (10)  Liens for the purpose of securing the payment of all or a part
                  of the purchase price of, or Capitalized Lease Obligations,
                  purchase money obligations or other payments Incurred to
                  finance the acquisition, improvement or construction of,
                  assets or property acquired or constructed in the ordinary
                  course of business; provided that:

                  (a)   the aggregate principal amount of Indebtedness secured
                        by such Liens is otherwise permitted to be Incurred
                        under this Indenture and does not exceed the cost of the
                        assets or property so acquired or constructed; and

                  (b)   such Liens are created within 180 days of construction
                        or acquisition of such assets or property and do not
                        encumber any other assets or property of the Company or
                        any Restricted Subsidiary other than such assets or
                        property and assets affixed or appurtenant thereto;

            (11)  Liens arising solely by virtue of any statutory or common law
                  provisions relating to banker's Liens, rights of set-off or
                  similar rights and remedies as to deposit accounts or other
                  funds maintained with a depositary institution; provided that:

                  (a)   such deposit account is not a dedicated cash collateral
                        account and is not subject to restrictions against
                        access by the Company in excess of those set forth by
                        regulations promulgated by the Federal Reserve Board;
                        and

                  (b)   such deposit account is not intended by the Company or
                        any Restricted Subsidiary to provide collateral to the
                        depository institution;

            (12)  Liens arising from Uniform Commercial Code financing statement
                  filings regarding operating leases entered into by the Company
                  and its Restricted Subsidiaries in the ordinary course of
                  business;

            (13)  Liens existing on the Issue Date;

                                       23
<PAGE>

            (14)  Liens on property or shares of stock of a Person at the time
                  such Person becomes a Restricted Subsidiary; provided,
                  however, that such Liens are not created, Incurred or assumed
                  in connection with, or in contemplation of, such other Person
                  becoming a Restricted Subsidiary; provided further, however,
                  that any such Lien may not extend to any other property owned
                  by the Company or any Restricted Subsidiary;

            (15)  Liens on property at the time the Company or a Restricted
                  Subsidiary acquired the property, including any acquisition by
                  means of a merger or consolidation with or into the Company or
                  any Restricted Subsidiary; provided, however, that such Liens
                  are not created, Incurred or assumed in connection with, or in
                  contemplation of, such acquisition; provided further, however,
                  that such Liens may not extend to any other property owned by
                  the Company or any Restricted Subsidiary;

            (16)  Liens securing Indebtedness or other obligations of a
                  Restricted Subsidiary owing to the Company or another
                  Restricted Subsidiary;

            (17)  Liens securing the Securities and Subsidiary Guarantees;

            (18)  Liens securing Refinancing Indebtedness Incurred to refinance
                  Indebtedness that was previously so secured, provided that any
                  such Lien is limited to all or part of the same property or
                  assets (plus improvements, accessions, proceeds or dividends
                  or distributions in respect thereof) that secured (or, under
                  the written arrangements under which the original Lien arose,
                  could secure) the Indebtedness being refinanced or is in
                  respect of property that is the security for a Permitted Lien
                  hereunder;

            (19)  any interest or title of a lessor under any Capitalized Lease
                  Obligation or operating lease; and

            (20)  Liens securing Indebtedness (other than Subordinated
                  Obligations and Guarantor Subordinated Obligations) in an
                  aggregate principal amount outstanding at any one time not to
                  exceed the greater of (x) 10% of Total Tangible Assets and (y)
                  $10.0 million.

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

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

                                       24
<PAGE>

            "QIB" means any "qualified institutional buyer" as such term is
defined in Rule 144A.

            "Rabbi Trust" means the irrevocable grantor trust established by the
Company pursuant to The Argo-Tech Trust Agreement dated October 28, 1994, as
amended on November 22, 2002, for the benefit of Michael Lipscomb, as
beneficiary, in connection with Mr. Lipscomb's Stay Pay and Severance Agreement
dated February 13, 1989.

            "Receivable" means a right to receive payment arising from a sale or
lease of goods or the performance of services by a Person pursuant to an
arrangement with another Person pursuant to which such other Person is obligated
to pay for goods or services under terms that permit the purchase of such goods
and services on credit and shall include, in any event, any items of property
that would be classified as an "account," "chattel paper," "payment intangible"
or "instrument" under the Uniform Commercial Code as in effect in the State of
New York and any "supporting obligations" as so defined.

            "Receivables Fees" means any fees or interest paid to purchasers or
lenders providing the financing in connection with a factoring agreement or
other similar agreement, including any such amounts paid by discounting the face
amount of Receivables or participations therein transferred in connection with a
factoring agreement or other similar arrangement, regardless of whether any such
transaction is structured as on-balance sheet or off-balance sheet or through a
Restricted Subsidiary or an Unrestricted Subsidiary.

            "Redemption Date" means, with respect to any redemption of
Securities, the date of redemption with respect thereto.

            "Refinancing Indebtedness" means Indebtedness that is Incurred to
refund, refinance, replace, exchange, renew, repay or extend (including pursuant
to any defeasance or discharge mechanism) (collectively, "refinance,"
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, provided,
however, that:

            (1)   (a) if the Stated Maturity of the Indebtedness being
                  refinanced is earlier than the Stated Maturity of the
                  Securities, the Refinancing Indebtedness has a Stated Maturity
                  no earlier than the Stated Maturity of the Indebtedness being
                  refinanced or (b) if the Stated Maturity of the Indebtedness
                  being refinanced is later than the Stated Maturity of the
                  Securities, the Refinancing Indebtedness has a Stated Maturity
                  at least 91 days later than the Stated Maturity of the
                  Securities;

            (2)   the Refinancing Indebtedness has an Average Life at the time
                  such Refinancing Indebtedness is Incurred that is equal to or
                  greater than the Average Life of the Indebtedness being
                  refinanced;

                                       25
<PAGE>

            (3)   such Refinancing Indebtedness is Incurred in an aggregate
                  principal amount (or if issued with original issue discount,
                  an aggregate issue price) that is equal to or less than the
                  sum of the aggregate principal amount (or if issued with
                  original issue discount, the aggregate accreted value) then
                  outstanding of the Indebtedness being refinanced (plus,
                  without duplication, any additional Indebtedness Incurred to
                  pay interest or premiums required by the instruments governing
                  such existing Indebtedness and fees Incurred in connection
                  therewith); and

            (4)   if the Indebtedness being refinanced is subordinated in right
                  of payment to the Securities or the Subsidiary Guarantee of a
                  Subsidiary Guarantor, such Refinancing Indebtedness is
                  subordinated in right of payment to the Securities or the
                  Subsidiary Guarantee of a Subsidiary Guarantor, as the case
                  may be, on terms at least as favorable to the holders as those
                  contained in the documentation governing the Indebtedness
                  being extended, refinanced, renewed, replaced, defeased or
                  refunded.

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

            "Registration Rights Agreement" means that certain registration
rights agreement dated as of the date of this Indenture by and among the
Company, the Subsidiary Guarantors and the initial purchasers set forth therein
and, with respect to any Additional Securities, one or more substantially
similar registration rights agreements among the Company and the other parties
thereto, as such agreements may be amended from time to time.

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

            "Related Business" means any business which is the same as or
related, ancillary or complementary to any of the businesses of the Company and
its Restricted Subsidiaries on the date of this Indenture.

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

            "Restricted Period", with respect to any Securities, means the
period of 40 consecutive days beginning on and including the later of (A) the
day on which the Securities are first offered to Persons other than distributors
(as defined in Regulation S), notice of which day shall be promptly given by the
Company to the Trustee, and (B) the issue date with respect to such Securities.

            "Restricted Securities Legend" means the Private Placement Legend
set forth in clause (1) of Section 2.1(d)(A) or the Regulation S Legend set
forth in clause (2) of Section 2.1(d)(B), as applicable.

            "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

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

                                       26
<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 Restricted
Subsidiary leases it from such Person.

            "SEC" means the United States Securities and Exchange Commission.

            "Securities" has the meaning ascribed to it in the second
introductory paragraph of this Indenture.

            "Securities Act" means the Securities Act of 1933 (15
U.S.C. Sections 77a-77aa), as amended, and the rules and regulations of the SEC
promulgated thereunder.

            "Securities Custodian" means the custodian with respect to the
Global Securities (as appointed by DTC), or any successor Person thereto and
shall initially be the Trustee.

            "Securities Register" means the register of Securities, maintained
by the Registrar, pursuant to Section 2.3.

            "Shelf Registration Statement" shall have the meaning set forth in
the Registration Rights Agreement.

            "Significant Subsidiary" means any Restricted Subsidiary that would
be a "Significant Subsidiary" of the Company within the meaning of Rule 1-02
under Regulation S-X promulgated by the SEC.

            "Specified Real Estate" means the real property owned by Argo-Tech
Corporation (HBP) on the Issue Date.

            "Stated Maturity" means, with respect to any security, the date
specified in such security as the fixed date on which the payment of principal
of such security is due and payable, including pursuant to any mandatory
redemption provision, but shall not include any contingent obligations to repay,
redeem or repurchase any such principal prior to the date originally scheduled
for the payment thereof.

            "Subordinated Obligation" means any Indebtedness of the Company
(whether outstanding on the Issue Date or thereafter Incurred) which is
subordinate or junior in right of payment to the Securities pursuant to a
written agreement.

            "Subsidiary" of any Person means (a) any corporation, association or
other business entity (other than a partnership, joint venture, limited
liability company or similar business entity) of which more than 50% of the
total ordinary voting power of shares of Capital Stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof (or persons performing similar functions) or (b)
any partnership, joint venture, limited liability company or similar business
entity of which more than 50% of the capital accounts, distribution rights,
total equity and voting interests or general or limited partnership interests,
as applicable, is, in the case of clauses (a) and (b), at the time owned or
controlled, directly or indirectly, by (1) such Person, (2) such Person and one
or more

                                       27
<PAGE>

Subsidiaries of such Person or (3) one or more Subsidiaries of such Person.
Unless otherwise specified herein, each reference to a Subsidiary will refer to
a Subsidiary of the Company.

            "Subsidiary Guarantee" means, individually, any Guarantee of payment
of the Securities and Exchange Securities issued in a registered exchange offer
pursuant to the Registration Rights Agreement by a Subsidiary Guarantor pursuant
to the terms of this Indenture and any supplemental indenture thereto (including
pursuant to Exhibit C), and, collectively, all such Guarantees. Each such
Subsidiary Guarantee will be in the form prescribed by this Indenture.

            "Subsidiary Guarantor" means each Subsidiary of the Company in
existence on the Issue Date that provides a Subsidiary Guarantee on the Issue
Date and any other Subsidiary of the Company that provides a Subsidiary
Guarantee in accordance with this Indenture; provided that upon the release or
discharge of such Person from its Subsidiary Guarantee in accordance with this
Indenture, such Person shall cease to be a Subsidiary Guarantor.

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

            "Total Tangible Assets" means the total consolidated assets of the
Company and its Restricted Subsidiaries, as shown on the most recent balance
sheet of the Company, less goodwill, patents, trademarks and other intangible
assets as determined in accordance with GAAP.

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

            "Trust Officer" shall mean, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant treasurer, trust officer or
any other officer of the Trustee who customarily performs functions similar to
those performed by the Persons who at the time shall be such officers,
respectively, or to whom any corporate trust matter is referred because of such
person's knowledge of and familiarity with the particular subject and who shall
have direct responsibility for the administration of this Indenture.

            "Unrestricted Subsidiary" means:

            (1)   any Subsidiary of the Company that at the time of
                  determination shall be designated an Unrestricted Subsidiary
                  by the Board of Directors of the Company in the manner
                  provided below; and

            (2)   any Subsidiary of an Unrestricted Subsidiary.

The Board of Directors of the Company may designate any Subsidiary of the
Company (including any newly acquired or newly formed Subsidiary or a Person
becoming a Subsidiary through merger or consolidation or Investment therein) to
be an Unrestricted Subsidiary only if:

                                       28
<PAGE>

            (1)   such Subsidiary or any of its Subsidiaries does not own any
                  Capital Stock or Indebtedness of or have any Investment in, or
                  own or hold any Lien on any property of, any other Subsidiary
                  of the Company which is not a Subsidiary of the Subsidiary to
                  be so designated or otherwise an Unrestricted Subsidiary;

            (2)   all the Indebtedness of such Subsidiary and its Subsidiaries
                  shall, at the date of designation, and will at all times
                  thereafter, consist of Non-Recourse Debt;

            (3)   such designation and the Investment of the Company in such
                  Subsidiary complies with Section 3.3;

            (4)   such Subsidiary, either alone or in the aggregate with all
                  other Unrestricted Subsidiaries, does not operate, directly or
                  indirectly, all or substantially all of the business of the
                  Company and its Subsidiaries;

            (5)   such Subsidiary is a Person with respect to which neither the
                  Company nor any of its Restricted Subsidiaries has any direct
                  or indirect obligation:

                  (a)   to subscribe for additional Capital Stock of such
                        Person; or

                  (b)   to maintain or preserve such Person's financial
                        condition or to cause such Person to achieve any
                        specified levels of operating results; and

            (6)   on the date such Subsidiary is designated an Unrestricted
                  Subsidiary, such Subsidiary is not a party to any agreement,
                  contract, arrangement or understanding with the Company or any
                  Restricted Subsidiary with terms substantially less favorable
                  to the Company than those that might have been obtained from
                  Persons who are not Affiliates of the Company.

Any such designation by the Board of Directors of the Company shall be evidenced
to the Trustee by filing with the Trustee a resolution of the Board of Directors
of the Company giving effect to such designation and an Officers' Certificate
certifying that such designation complies with the foregoing conditions. If, at
any time, any Unrestricted Subsidiary would fail to meet the foregoing
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be Incurred as of such date.

            The Board of Directors of the Company may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that immediately after giving
effect to such designation, no Default or Event of Default shall have occurred
and be continuing or would occur as a consequence thereof and the Company could
Incur at least $1.00 of additional Indebtedness under the first paragraph of
Section 3.2 on a pro forma basis taking into account such designation.

                                       29
<PAGE>

            "U.S. Government Obligations" means securities that are (a) direct
obligations of the United States of America for the timely payment of which its
full faith and credit is pledged or (b) obligations of a Person controlled or
supervised by and acting as an agency or instrumentality of the United States of
America the timely payment of which is unconditionally guaranteed as a full
faith and credit obligation of the United States of America, which, in either
case, are not callable or redeemable at the option of the issuer thereof, and
shall also include a depositary receipt issued by a bank (as defined in Section
3(a)(2) of the Securities Act), as custodian with respect to any such U.S.
Government Obligations or a specific payment of principal of or interest on any
such U.S. Government Obligations held by such custodian for the account of the
holder of such depositary receipt; provided that (except as required by law)
such custodian is not authorized to make any deduction from the amount payable
to the holder of such depositary receipt from any amount received by the
custodian in respect of the U.S. Government Obligations or the specific payment
of principal of or interest on the U.S. Government Obligations evidenced by such
depositary receipt.

            "Voting Stock" of a corporation means all classes of Capital Stock
of such corporation then outstanding and normally entitled to vote in the
election of directors.

            "Wholly-Owned Subsidiary" means a Restricted Subsidiary, all of the
Capital Stock of which (other than directors' qualifying shares) is owned by the
Company or another Wholly-Owned Subsidiary.

                                       30
<PAGE>

                        SECTION 1.2. Other Definitions.

<TABLE>
<CAPTION>
                                                                                             Defined in
                            Term                                                               Section
                            ----                                                             ----------
<S>                                                                                          <C>
"Additional Restricted Securities".............................................                   2.1(b)

"Affiliate Transaction"........................................................                   3.8

"Agent"........................................................................                   3.13

"Agent Members"................................................................                   2.1(e)

"Asset Disposition Offer"......................................................                   3.5

"Asset Disposition Offer Amount"...............................................                   3.5

"Asset Disposition Offer Period"...............................................                   3.5

"Asset Disposition Purchase Date"..............................................                   3.5

"Authenticating Agent".........................................................                   2.2

"Change of Control Offer"......................................................                   3.10

"Change of Control Payment"....................................................                   3.10

"Change of Control Payment Date"...............................................                   3.10

"Company Order"................................................................                   2.2

"covenant defeasance option"...................................................                   8.1(b)

"cross acceleration provision".................................................                   6.1(6)(b)

"Defaulted Interest"...........................................................                   2.13

"Event of Default".............................................................                   6.1

"Excess Proceeds"..............................................................                   3.5

"Exchange Global Note".........................................................                   2.1(b)

"Guarantor Obligations"........................................................                  10.1

"Global Securities"............................................................                   2.1(b)

"Institutional Accredited Investor Global Note"................................                   2.1(b)
</TABLE>
                                       31
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Defined in
                            Term                                                      Section
                            ----                                                    -----------
<S>                                                                                 <C>
"Institutional Accredited Investor Notes"......................................        2.1(b)

"legal defeasance option"......................................................        8.1(b)

"Pari Passu Notes".............................................................        3.5

"payment default"..............................................................        6.1(6)(a)

"Paying Agent".................................................................        2.3

"Private Placement Legend".....................................................        2.1(d)

"protected purchaser"..........................................................        2.9

"Registrar"....................................................................        2.3

"Regulation S Global Note".....................................................        2.1(b)

"Regulation S Legend"..........................................................        2.1(d)

"Regulation S Notes"...........................................................        2.1(b)

"Resale Restriction Termination Date"..........................................        2.6(a)

"Restricted Payment"...........................................................        3.3

"Restricted Securities"........................................................        2.1(a)

"Rule 144A Global Note"........................................................        2.1(b)

"Rule 144A Notes"..............................................................        2.1(b)

"Special Interest Payment Date"................................................        2.13(a)

"Special Record Date"..........................................................        2.13(a)

"Successor Company"............................................................        4.1
</TABLE>

            SECTION 1.3. Incorporation by Reference of Trust Indenture Act. This
Indenture is subject to the mandatory provisions of the TIA, which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:

            "Commission" means the SEC.

            "indenture securities" means the Securities.

                                       32
<PAGE>

            "indenture security holder" means a Securityholder.

            "indenture to be qualified" means this Indenture.

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

            "obligor" on the indenture securities means the Company, the
Subsidiary Guarantors and any other obligor on the indenture securities.

            All other TIA 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 assigned to them by such definitions.

            SECTION 1.4. Rules of Construction. Unless the context otherwise
requires:

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

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

            (3) "or" is not exclusive;

            (4) "including" means including without limitation;

            (5) words in the singular include the plural and words in the plural
      include the singular;

            (6) the principal amount of any noninterest bearing or other
      discount security at any date shall be the principal amount thereof that
      would be shown on a balance sheet of the issuer dated such date prepared
      in accordance with GAAP;

            (7) the principal amount of any Preferred Stock shall be (i) the
      maximum liquidation value of such Preferred Stock or (ii) the maximum
      mandatory redemption or mandatory repurchase price with respect to such
      Preferred Stock, whichever is greater;

            (8) all amounts expressed in this Indenture or in any of the
      Securities in terms of money refer to the lawful currency of the United
      States of America;

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

                                       33
<PAGE>

                                   ARTICLE II

                                 THE SECURITIES

            SECTION 2.1. Form, Dating and Terms.

            (a) The aggregate principal amount of Securities that may be
authenticated and delivered under this Indenture is unlimited. The Initial
Securities issued on the date hereof will be in an aggregate principal amount of
$250,000,000. In addition, the Company may issue, from time to time in
accordance with the provisions of this Indenture, Additional Securities and
Exchange Securities. Furthermore, Securities may be authenticated and delivered
upon registration or transfer, or in lieu of, other Securities pursuant to
Section 2.6, 2.9, 2.11 or 9.5 or in connection with a Change of Control Offer
pursuant to Section 3.10.

            The Initial Securities shall be known and designated as "9 1/4%
Senior Notes, Series A, due 2011" of the Company. Additional Securities issued
as securities bearing one of the restrictive legends described in Section 2.1(d)
("Restricted Securities") shall be known and designated as "9 1/4% Senior Notes,
Series A, due 2011" of the Company. Additional Securities issued other than as
Restricted Securities shall be known and designated as "9 1/4% Senior Notes,
Series B, due 2011" of the Company, and Exchange Securities shall be known and
designated as "9 1/4% Senior Notes, Series B, due 2011" of the Company.

            With respect to any Additional Securities, the Company shall set
forth in (a) a Board Resolution of the Company and (b) (i) an Officers'
Certificate or (ii) one or more indentures supplemental hereto, the following
information:

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

            (2) the issue price and the issue date of such Additional
      Securities, including the date from which interest shall accrue; and

            (3) whether such Additional Securities shall be Restricted
      Securities issued in the form of Exhibit A hereto and/or shall be issued
      in the form of Exhibit B hereto.

            The Initial Securities, the Additional Securities and the Exchange
Securities shall be considered collectively as a single class for all purposes
of this Indenture. Holders of the Initial Securities, the Additional Securities
and the Exchange Securities will vote and consent together on all matters to
which such Holders are entitled to vote or consent as one class, and none of the
Holders of the Initial Securities, the Additional Securities or the Exchange
Securities shall have the right to vote or consent as a separate class on any
matter to which such Holders are entitled to vote or consent.

            If any of the terms of any Additional Securities are established by
action taken pursuant to a Board Resolution of the Company, a copy of an
appropriate record of such action shall be certified by the Secretary or any
Assistant Secretary of the Company and delivered to the

                                       34
<PAGE>

Trustee at or prior to the delivery of the Officers' Certificate or the
indenture supplemental hereto setting forth the terms of the Additional
Securities.

            (b) The Initial Securities are being offered and sold by the Company
pursuant to a Purchase Agreement, dated June 17, 2004, among the Company, the
Subsidiary Guarantors and the Initial Purchasers. The Initial Securities and any
Additional Securities (if issued as Restricted Securities) (the "Additional
Restricted Securities") will be resold initially only to (A) QIBs in reliance on
Rule 144A and (B) Non-U.S. Persons in reliance on Regulation S. Such Initial
Securities and Additional Restricted Securities may thereafter be transferred
to, among others, QIBs, purchasers in reliance on Regulation S and IAIs in
accordance with Rule 501 of the Securities Act, in each case, in accordance with
the procedure described herein. Additional Securities offered after the date
hereof may be offered and sold by the Company from time to time pursuant to one
or more purchase agreements in accordance with applicable law.

            Initial Securities and Additional Restricted Securities offered and
sold to QIBs in the United States of America in reliance on Rule 144A (the "Rule
144A Notes") shall be issued in the form of a permanent global Security, without
interest coupons, substantially in the form of Exhibit A, which is hereby
incorporated by reference and made a part of this Indenture, including
appropriate legends as set forth in Section 2.1(d) (the "Rule 144A Global
Note"), deposited with the Trustee, as custodian for DTC, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Rule 144A
Global Note may be represented by more than one certificate, if so required by
DTC's rules regarding the maximum principal amount to be represented by a single
certificate. The aggregate principal amount of the Rule 144A Global Note may
from time to time be increased or decreased by adjustments made on the Rule 144A
Global Note and on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

            Initial Securities and Additional Securities offered and sold
outside the United States of America (the "Regulation S Notes") in reliance on
Regulation S shall be issued in the form of a permanent global Security, without
interest coupons, substantially in the form of Exhibit A including appropriate
legends as set forth in Section 2.1(d) (the "Regulation S Global Note"). The
Regulation S Global Note will be deposited upon issuance with the Trustee, as
custodian for DTC, duly executed by the Company and authenticated by the Trustee
as hereinafter provided. During the Restricted Period, interests in the
Regulation S Global Note may be transferred to Non-U.S. Persons pursuant to
Regulation S or to QIBs and IAIs in accordance with this Indenture.

            The Regulation S Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Regulation S Global Note may from time to time be increased or decreased
by adjustments made on the Regulation S Global Note and on the records of the
Trustee, as custodian for DTC or its nominee, as hereinafter provided.

            Initial Securities and Additional Securities resold to IAIs (the
"Institutional Accredited Investor Notes") in the United States of America shall
be issued in the form of a permanent global Security, without interest coupons,
substantially in the form of Exhibit A including appropriate legends as set
forth in Section 2.1(d) (the "Institutional Accredited Investor

                                       35
<PAGE>

Global Note") deposited with the Trustee, as custodian for DTC, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
Institutional Accredited Investor Global Note may be represented by more than
one certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate. The aggregate principal amount
of the Institutional Accredited Investor Global Note may from time to time be
increased or decreased by adjustments made on the Institutional Accredited
Investor Note and on the records of the Trustee, as custodian for DTC or its
nominee, as hereinafter provided.

            Exchange Securities exchanged for interests in the Rule 144A Notes,
the Regulation S Notes and the Institutional Accredited Investor Notes will be
issued in the form of a permanent global Security, without interest coupons,
substantially in the form of Exhibit B, which is hereby incorporated by
reference and made a part of this Indenture, deposited with the Trustee as
hereinafter provided, including the appropriate legend set forth in Section
2.1(d) (the "Exchange Global Note"). The Exchange Global Note will be deposited
upon issuance with, or on behalf of, the Trustee as custodian for DTC, duly
executed by the Company and authenticated by the Trustee as hereinafter
provided. The Exchange Global Note may be represented by more than one
certificate, if so required by DTC's rules regarding the maximum principal
amount to be represented by a single certificate.

            The Rule 144A Global Note, the Regulation S Global Note, the
Institutional Accredited Investor Global Note and the Exchange Global Note are
sometimes collectively herein referred to as the "Global Securities."

            The principal of (and premium, if any) and interest on the
Securities shall be payable at the office or agency of the Company maintained
for such purpose in the Borough of Manhattan, The City of New York, State of New
York, or at such other office or agency of the Company as may be maintained for
such purpose pursuant to Section 2.3; provided, however, that, at the option of
the Company, each installment of interest may be paid by (i) check mailed to
addresses of the Persons entitled thereto as such addresses shall appear on the
Securities Register or (ii) wire transfer to an account located in the United
States maintained by the payee. Payments in respect of Securities represented by
a Global Security (including principal, premium, if any, and interest) will be
made by wire transfer of immediately available funds to the accounts specified
by DTC. Payments in respect of Securities represented by Definitive Securities
(including principal, premium, if any, and interest) held by a Holder of at
least $1,000,000 aggregate principal amount of Securities represented by
Definitive Securities will be made by wire transfer to a U.S. dollar account
maintained by the payee with a bank in the United States if such Holder elects
payment by wire transfer by giving written notice to the Trustee or the Paying
Agent to such effect designating such account no later than 15 days immediately
preceding the relevant due date for payment (or such other date as the Trustee
may accept in its discretion).

            The Securities may have notations, legends or endorsements required
by law, stock exchange rule or usage, in addition to those set forth on Exhibit
A and Exhibit B and in Section 2.1(d). The Company and the Trustee shall approve
the forms of the Securities and any notation, endorsement or legend on them.
Each Security shall be dated the date of its authentication. The terms of the
Securities set forth in Exhibit A and Exhibit B are part of the

                                       36
<PAGE>

terms of this Indenture and, to the extent applicable, the Company, the
Subsidiary Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to be bound by such terms.

            (c) Denominations. The Securities shall be issuable only in fully
registered form, without interest coupons, and only in denominations of $1,000
and an integral multiple thereof.

            (d) Restrictive Legends. Unless and until (i) an Initial Security is
sold under an effective registration statement or (ii) an Initial Security is
exchanged for an Exchange Security in connection with an effective registration
statement, in each case pursuant to the Registration Rights Agreement or a
similar agreement,

            (A) the Rule 144A Global Note and the Institutional Accredited
Investor Global Note shall bear the following legend (the "Private Placement
Legend") on the face thereof:

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
      OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
      AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
      IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
      SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
      THAT IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND
      THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
      OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO
      THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BEEN
      DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
      SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
      INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
      PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
      MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
      OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
      SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
      MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT
      IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
      IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000,
      FOR INVESTMENT PURPOSES

                                       37
<PAGE>

      AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN CONNECTION WITH ANY
      DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR (F) PURSUANT TO
      ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
      SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO
      ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSES (D), (E) OR (F) TO
      REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/ OR OTHER
      INFORMATION SATISFACTORY TO EACH OF THEM. THIS LEGEND WILL BE REMOVED UPON
      THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND
      WARRANTS THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO
      ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY PLAN, ACCOUNT OR OTHER
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE "CODE"), OR PROVISIONS UNDER ANY FEDERAL, STATE,
      LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH
      PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, "SIMILAR LAWS") (EACH, A
      "PLAN") OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE
      "PLAN ASSETS" OF ANY SUCH PLAN OR (B) THE ACQUISITION AND HOLDING OF THIS
      SECURITY BY YOU WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION
      UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION
      UNDER ANY APPLICABLE SIMILAR LAW.

            (B) the Regulation S Global Note shall bear the following legend
(the "Regulation S Legend") on the face thereof:

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR
      OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR
      PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
      PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
      REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
      SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF,
      AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH
      IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
      SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION TERMINATION DATE")
      THAT IS 40 DAYS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE
      LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE
      OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY),

                                       38
<PAGE>

      ONLY (A) TO THE COMPANY, (B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS
      BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
      SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
      SECURITIES ACT, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED
      INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT
      PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
      INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
      MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES THAT OCCUR
      OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
      SECURITIES ACT, (E) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
      MEANING OF RULE 501(a)(1), (2), (3) OR (7) UNDER THE SECURITIES ACT THAT
      IS AN INSTITUTIONAL ACCREDITED INVESTOR ACQUIRING THE SECURITY FOR ITS OWN
      ACCOUNT OR FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR,
      IN EACH CASE IN A MINIMUM PRINCIPAL AMOUNT OF THE SECURITIES OF $250,000,
      FOR INVESTMENT PURPOSES AND NOT WITH A VIEW TO OR FOR OFFER OR SALE IN
      CONNECTION WITH ANY DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, OR
      (F) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
      TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO
      CLAUSES (D), (E) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL,
      CERTIFICATION AND/ OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. THIS
      LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
      RESTRICTION TERMINATION DATE. BY ITS ACQUISITION HEREOF, THE HOLDER HEREOF
      REPRESENTS THAT IT IS NOT A U.S. PERSON NOR IS IT PURCHASING FOR THE
      ACCOUNT OF A U.S. PERSON AND IS ACQUIRING THIS SECURITY IN AN OFFSHORE
      TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT.

      THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, REPRESENTS AND
      WARRANTS THAT EITHER (A) NO PORTION OF THE ASSETS USED BY SUCH HOLDER TO
      ACQUIRE AND HOLD THIS SECURITY CONSTITUTES THE ASSETS OF ANY EMPLOYEE
      BENEFIT PLAN SUBJECT TO TITLE I OF THE U.S. EMPLOYEE RETIREMENT INCOME
      SECURITY ACT OF 1974, AS AMENDED ("ERISA"), ANY PLAN, ACCOUNT OR OTHER
      ARRANGEMENT SUBJECT TO SECTION 4975 OF THE U.S. INTERNAL REVENUE CODE OF
      1986, AS AMENDED (THE "CODE"), OR PROVISIONS UNDER ANY FEDERAL, STATE,
      LOCAL, NON-U.S. OR OTHER LAWS OR REGULATIONS THAT ARE SIMILAR TO SUCH
      PROVISIONS OF ERISA OR THE CODE (COLLECTIVELY, "SIMILAR LAWS") (EACH, A
      "PLAN") OR ANY ENTITY WHOSE UNDERLYING ASSETS ARE CONSIDERED TO INCLUDE
      "PLAN ASSETS" OF ANY SUCH PLAN OR (B) THE ACQUISITION AND HOLDING OF THIS
      SECURITY BY YOU WILL NOT CONSTITUTE A NON-

                                       39
<PAGE>

      EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975
      OF THE CODE OR A VIOLATION UNDER ANY APPLICABLE SIMILAR LAW.

            (C) Each Global Security, whether or not an Initial Security, shall
bear the following legend on the face thereof:

      UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
      THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), NEW YORK,
      NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
      EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
      OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
      REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO 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.

      TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE,
      BUT NOT IN PART, TO DTC, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR
      SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
      SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET
      FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

            (e) Book-Entry Provisions.

            (i) This Section 2.1(e) shall apply only to Global Securities
deposited with the Trustee, as custodian for DTC.

            (ii) Each Global Security initially shall (x) be registered in the
name of DTC for such Global Security or the nominee of DTC, (y) be delivered to
the Trustee as custodian for DTC and (z) bear legends as set forth in Section
2.1(d).

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

                                       40
<PAGE>

            (iv) In connection with any transfer of a portion of the beneficial
interest in a Global Security pursuant to subsection (f) of this Section 2.1 to
beneficial owners who are required to hold Definitive Securities, the Securities
Custodian shall reflect on its books and records the date and a decrease in the
principal amount of such Global Security in an amount equal to the principal
amount of the beneficial interest in the Global Security to be transferred, and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, one or more Definitive Securities of like tenor and amount.

            (v) In connection with the transfer of an entire Global Security to
beneficial owners pursuant to subsection (f) of this Section 2.1, such Global
Security shall be deemed to be surrendered to the Trustee for cancellation, and
the Company shall execute, and the Trustee shall authenticate and make available
for delivery, to each beneficial owner identified by DTC in exchange for its
beneficial interest in such Global Security, an equal aggregate principal amount
of Definitive Securities of authorized denominations.

            (vi) The registered Holder of a Global Security 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 Securities.

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

            (f) Definitive Securities. (i) Except as provided below, owners of
beneficial interests in Global Securities will not be entitled to receive
Definitive Securities. If required to do so pursuant to any applicable law or
regulation, beneficial owners may obtain Definitive Securities in exchange for
their beneficial interests in a Global Security upon written request in
accordance with DTC's and the Registrar's procedures. In addition, Definitive
Securities shall be transferred to all beneficial owners in exchange for their
beneficial interests in a Global Security if (A) DTC notifies the Company at any
time that it is unwilling or unable to continue as depositary for such Global
Security or DTC ceases to be a clearing agency registered under the Exchange
Act, at a time when DTC is required to be so registered in order to act as
depositary, and in each case a successor depositary is not appointed by the
Company within 90 days of such notice or, (B) the Company in its sole discretion
executes and delivers to the Trustee and Registrar an Officers' Certificate
stating that such Global Security shall be so exchangeable or (C) an Event of
Default has occurred and is continuing and the Registrar has received a request
from DTC. In the event of the occurrence of any of the events specified in
clause (A), (B) or (C) of the preceding sentence, the Company shall promptly
make available to the Trustee a reasonable supply of Definitive Securities in
fully registered form without interest coupons.

            (ii) Any Definitive Security delivered in exchange for an interest
in a Global Security pursuant to Section 2.1(e)(iv) or (v) shall, except as
otherwise provided by Section 2.6(c), bear the applicable legend regarding
transfer restrictions applicable to the Definitive Security set forth in Section
2.1(d).

                                       41
<PAGE>

            (iii) In connection with the exchange of a portion of a Definitive
Security for a beneficial interest in a Global Security, the Trustee shall
cancel such Definitive Security, and the Company shall execute, and the Trustee
shall authenticate and make available for delivery, to the transferring Holder a
new Definitive Security representing the principal amount not so transferred.

            SECTION 2.2. Execution and Authentication. One Officer shall sign
the Securities for the Company by manual or facsimile signature. If an Officer
whose signature is on a Security no longer holds that office at the time the
Trustee authenticates the Security, the Security shall be valid nevertheless.

            A Security shall not be valid until an authorized signatory of the
Trustee manually authenticates the Security. The signature of the Trustee on a
Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture. A Security shall be dated
the date of its authentication.

            At any time and from time to time after the execution and delivery
of this Indenture, the Trustee shall authenticate and make available for
delivery: (1) Initial Securities for original issue on the Issue Date in an
aggregate principal amount of $250,000,000 (2) subject to the terms of this
Indenture, Additional Securities for original issue in an unlimited principal
amount and (3) Exchange Securities for issue only in a Registered Exchange Offer
or upon resale under an effective Shelf Registration Statement, and only in
exchange for Initial Securities or Additional Securities of an equal principal
amount, in each case upon a written order of the Company signed by two Officers
of the Company (the "Company Order"). Such Company Order shall specify whether
the Securities will be in the form of Definitive Securities or Global
Securities, the amount of the Securities to be authenticated and the date on
which the original issue of Securities is to be authenticated and whether the
Securities are to be Initial Securities, Additional Securities or Exchange
Securities.

            The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Securities. Any such
instrument shall be evidenced by an instrument signed by a Trust Officer, a copy
of which shall be furnished to the Company. Unless limited by the terms of such
appointment, any such Authenticating Agent may authenticate Securities whenever
the Trustee may do so. Each reference in this Indenture to authentication by the
Trustee includes authentication by the Authenticating Agent. An Authenticating
Agent has the same rights as any Registrar, Paying Agent or agent for service of
notices and demands.

            In case the Company, pursuant to Article IV, shall be consolidated
or merged with or into any other Person or shall convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety to
any Person, and the successor Person resulting from such consolidation, or
surviving such merger, or into which the Company shall have been merged, or the
Person which shall have received a conveyance, transfer, lease or other
disposition as aforesaid, shall have executed an indenture supplemental hereto
with the Trustee pursuant to Article IV, any of the Securities authenticated or
delivered prior to such consolidation, merger, conveyance, transfer, lease or
other disposition may, from time to time, at the request of the successor
Person, be exchanged for other Securities executed in the name of the successor

                                       42
<PAGE>

Person with such changes in phraseology and form as may be appropriate, but
otherwise in substance of like tenor as the Securities surrendered for such
exchange and of like principal amount; and the Trustee, upon Company Order of
the successor Person, shall authenticate and make available for delivery
Securities as specified in such order for the purpose of such exchange. If
Securities shall at any time be authenticated and delivered in any new name of a
successor Person pursuant to this Section 2.2 in exchange or substitution for or
upon registration of transfer of any Securities, such successor Person, at the
option of the Holders but without expense to them, shall provide for the
exchange of all Securities at the time outstanding for Securities authenticated
and delivered in such new name.

            SECTION 2.3. Registrar and Paying Agent. The Company shall maintain
an office or agency where Securities may be presented for registration of
transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Company shall
cause each of the Registrar and the Paying Agent to maintain an office or agency
in New York, New York. The Registrar shall keep a register of the Securities and
of their transfer and exchange (the "Securities Register"). The Company may have
one or more co-registrars and one or more additional paying agents. The term
"Paying Agent" includes any additional paying agent and the term "Registrar"
includes any co-registrar.

            The Company shall enter into an appropriate agency agreement with
any Registrar or Paying Agent not a party to this Indenture, which shall
incorporate the terms of the TIA. 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 each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. Any of
the Company's Wholly-Owned Subsidiaries organized in the United States may act
as Paying Agent, Registrar or transfer agent.

            The Company initially appoints the Trustee as Registrar and Paying
Agent for the Securities. The Company may remove any Registrar or Paying Agent
upon written notice to such Registrar or Paying Agent and to the Trustee;
provided, however, that no such removal shall become effective until (i)
acceptance of any appointment by a successor as evidenced by an appropriate
agreement entered into by the Company and such successor Registrar or Paying
Agent, as the case may be, and delivered to the Trustee or (ii) notification to
the Trustee that the Trustee shall serve as Registrar or Paying Agent until the
appointment of a successor in accordance with clause (i) above. The Registrar or
Paying Agent may resign at any time upon written notice to the Company and the
Trustee.

            SECTION 2.4. Paying Agent to Hold Money in Trust. By no later than
10:00 a.m. (New York City time) on the date on which any principal of, premium,
if any, or interest on any Security is due and payable, the Company shall
deposit with the Paying Agent a sum sufficient in immediately available funds to
pay such principal, premium, if any, or interest when due. The Company shall
require each Paying Agent (other than the Trustee) to agree in writing that such
Paying Agent shall hold in trust for the benefit of Securityholders or the
Trustee all money held by such Paying Agent for the payment of principal,
premium, if any, of or interest on the Securities (whether such assets have been
distributed to it by the Company or other obligors on the Securities) and shall
notify the Trustee in writing of any default by the Company

                                       43
<PAGE>

or any Subsidiary Guarantor in making any such payment. If a Subsidiary
Guarantor of the Company acts as Paying Agent, it shall segregate the money held
by it as Paying Agent and hold it as a separate trust fund. The Company at any
time may require a Paying Agent (other than the Trustee) to pay all money held
by it to the Trustee and to account for any funds or assets disbursed by such
Paying Agent. Upon complying with this Section, the Paying Agent (if other than
a Subsidiary Guarantor of the Company) shall have no further liability for the
money delivered to the Trustee. Upon any bankruptcy, reorganization or similar
proceeding with respect to the Company, the Trustee shall serve as Paying Agent
for the Securities.

            SECTION 2.5. Securityholder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Securityholders and shall otherwise comply with
TIA Section 312(a). If the Trustee is not the Registrar, or to the extent
otherwise required under the TIA, the Company, on its own behalf and on behalf
of each of the Subsidiary Guarantors, shall furnish or cause the Registrar to
furnish to the Trustee, in writing 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 Securityholders and the Company and the
Subsidiary Guarantors shall otherwise comply with TIA Section 312(a).

            SECTION 2.6. Transfer and Exchange.

            (a) The following provisions shall apply with respect to any
proposed transfer of a Rule 144A Note or an Institutional Accredited Investor
Note prior to the date which is two years after the later of the date of its
original issue and the last date on which the Company or any Affiliate of the
Company was the owner of such Securities (or any predecessor thereto) (the
"Resale Restriction Termination Date"):

            (i) a transfer of a Rule 144A Note or an Institutional Accredited
      Investor Note or a beneficial interest therein to a QIB shall be made upon
      the representation of the transferee, in the form of assignment as set
      forth on the reverse of the Security, that it is purchasing the Security
      for its own account or an account with respect to which it exercises sole
      investment discretion and that it and any such account is a "qualified
      institutional buyer" 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 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 its foregoing representations in order to claim the exemption
      from registration provided by Rule 144A;

            (ii) a transfer of a Rule 144A Note or an Institutional Accredited
      Investor Note or a beneficial interest therein to an IAI shall be made
      upon receipt by the Trustee or its agent of a certificate substantially in
      the form set forth in Section 2.7 from the proposed transferee and, if
      requested by the Company or the Trustee, the receipt by the Trustee or its
      agent of an opinion of counsel, certification and/or other information
      satisfactory to each of them; and

                                       44
<PAGE>

            (iii) a transfer of a Rule 144A Note or an Institutional Accredited
      Investor Note or a beneficial interest therein to a Non-U.S. Person shall
      be made upon receipt by the Trustee or its agent of a certificate
      substantially in the form set forth in Section 2.8 from the proposed
      transferee and, if requested by the Company or the Trustee, the delivery
      of an opinion of counsel, certification and/or other information
      satisfactory to each of them.

            (b) The following provisions shall apply with respect to any
proposed transfer of a Regulation S Note prior to the expiration of the
Restricted Period:

            (i) a transfer of a Regulation S Note or a beneficial interest
      therein to a QIB shall be made upon the representation of the transferee,
      in the form of assignment as set forth on the reverse of the Security,
      that it is purchasing the Security for its own account or an account with
      respect to which it exercises sole investment discretion and that it and
      any such account is a "qualified institutional buyer" 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 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 its foregoing representations in
      order to claim the exemption from registration provided by Rule 144A;

            (ii) a transfer of a Regulation S Note or a beneficial interest
      therein to an IAI shall be made upon receipt by the Trustee or its agent
      of a certificate substantially in the form set forth in Section 2.7 from
      the proposed transferee and, if requested by the Company or the Trustee,
      the delivery of an opinion of counsel, certification and/or other
      information satisfactory to each of them; and

            (iii) a transfer of a Regulation S Note or a beneficial interest
      therein to a Non-U.S. Person shall be made upon receipt by the Trustee or
      its agent of a certificate substantially in the form set forth in Section
      2.8 hereof from the proposed transferee and, if requested by the Company
      or the Trustee, receipt by the Trustee or its agent of an opinion of
      counsel, certification and/or other information satisfactory to each of
      them.

            After the expiration of the Restricted Period, interests in the
Regulation S Note may be transferred in accordance with applicable law without
requiring the certifications set forth in Section 2.7 or 2.8 or any additional
certification.

            (c) Restricted Securities Legend. Upon the transfer, exchange or
replacement of Securities not bearing a Restricted Securities Legend, the
Registrar shall deliver Securities that do not bear a Restricted Securities
Legend. Upon the transfer, exchange or replacement of Securities bearing a
Restricted Securities Legend, the Registrar shall deliver only Securities that
bear a Restricted Securities Legend unless, (i) Initial Securities are being
exchanged for Exchange Securities in a Registered Exchange Offer in which case
the Exchange Securities shall not bear a Restricted Securities Legend, (ii) an
Initial Security is being transferred pursuant to the Shelf Registration
Statement or other effective registration statement or (iii) 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

                                       45
<PAGE>

maintain compliance with the provisions of the Securities Act. Any Additional
Securities sold in a registered offering shall not be required to bear the
Restricted Securities Legend.

            (d) The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 2.1 or this Section
2.6. 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 prior written notice to the Registrar.

            (e) Obligations with Respect to Transfers and Exchanges of
Securities.

            (i) To permit registrations of transfers and exchanges, the Company
      shall, subject to the other terms and conditions of this Article II,
      execute, and the Trustee shall authenticate, Definitive Securities and
      Global Securities at the Registrar's request.

            (ii) No service charge shall be made to a Holder for any
      registration of transfer or exchange, but the Company may require the
      Holder to pay a sum sufficient to cover any transfer tax, assessments, or
      similar governmental charge payable in connection therewith (other than
      any such transfer taxes, assessments or similar governmental charges
      payable upon exchange or transfer pursuant to Sections 2.6 or 9.5).

            (iii) The Company (and the Registrar) shall not be required to
      register the transfer of or exchange of any Security for a period
      beginning (1) 15 days before the mailing of a notice of an offer to
      repurchase or redeem Securities and ending at the close of business on the
      day of such mailing or (2) 15 days before an interest payment date and
      ending on such interest payment date.

            (iv) Prior to the due presentation for registration of transfer of
      any Security, the Company, the Trustee, the Paying Agent or the Registrar
      may deem and treat the person in whose name a Security is registered as
      the absolute owner of such Security for the purpose of receiving payment
      of principal of, premium, if any, and interest on such Security and for
      all other purposes whatsoever, including without limitation the transfer
      or exchange of such Security, whether or not such Security is overdue, and
      none of the Company, the Trustee, the Paying Agent or the Registrar shall
      be affected by notice to the contrary.

            (v) Any Definitive Security delivered in exchange for an interest in
      a Global Security pursuant to Section 2.1(e) shall, except as otherwise
      provided by Section 2.6(c), bear the applicable legend regarding transfer
      restrictions applicable to the Definitive Security set forth in Section
      2.1(d).

            (vi) All Securities issued upon any transfer or exchange pursuant to
      the terms of this Indenture shall evidence the same debt and shall be
      entitled to the same benefits under this Indenture as the Securities
      surrendered upon such transfer or exchange.

            (f) No Obligation of the Trustee.

            (i) The Trustee shall have no responsibility or obligation to any
beneficial owner of a Global Security, a member of, or a participant in, DTC or
other Person with respect to the

                                       46
<PAGE>

accuracy of the records of DTC or its nominee or of any participant or member
thereof, with respect to any ownership interest in the Securities or with
respect to the delivery to any participant, member, beneficial owner or other
Person (other than DTC) of any notice (including any notice of redemption) or
the payment of any amount or delivery of any Securities (or other security or
property) under or with respect to such Securities. All notices and
communications to be given to the Holders and all payments to be made to Holders
in respect of the Securities shall be given or made only to or upon the order of
the registered Holders (which shall be DTC or its nominee in the case of a
Global Security). The rights of beneficial owners in any Global Security shall
be exercised only through DTC subject to the applicable rules and procedures of
DTC. The Trustee may rely and shall be fully protected in relying upon
information furnished by DTC with respect to its members, participants and any
beneficial owners.

            (ii) The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Security (including any transfers between or among DTC
participants, members or beneficial owners in any Global Security) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by, the terms
of this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

            SECTION 2.7. Form of Certificate to be Delivered in Connection with
Transfers to IAIs.

                                                   [Date]

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, IL 60602

Attention: Corporate Trust Administration

            Re:   Argo-Tech Corporation
                  9 1/4% Senior Notes, Series A, due 2011

Ladies and Gentlemen:

            This certificate is delivered to request a transfer of $[_________]
principal amount of the 9 1/4% Senior Notes, Series A, due 2011 (the
"Securities") of Argo-Tech Corporation (the "Company").

            Upon transfer, the Securities would be registered in the name of the
new beneficial owner as follows:

            Name: ___________________________________________

                                       47
<PAGE>

            Address:_________________________________________

            Taxpayer ID Number:______________________________

            The undersigned represents and warrants to you that:

            1. We are an institutional "accredited investor" (as defined in Rule
501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as amended (the
"Securities Act")), purchasing for our own account or for the account of such an
institutional "accredited investor" at least $250,000 principal amount of the
Securities, and we are acquiring the Securities not with a view to, or for offer
or sale in connection with, any distribution in violation of the Securities Act.
We have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risk of our investment in the Securities
and we invest in or purchase securities similar to the Securities in the normal
course of our business. We and any accounts for which we are acting are each
able to bear the economic risk of our or its investment.

            2. We understand that the Securities have not been registered under
the Securities Act and, unless so registered, may not be sold except as
permitted in the following sentence. We agree on our own behalf and on behalf of
any investor account for which we are purchasing Securities to offer, sell or
otherwise transfer such Securities prior to the date that is two years after the
later of the date of original issue and the last date on which the Company or
any affiliate of the Company was the owner of such Securities (or any
predecessor thereto) (the "Resale Restriction Termination Date") only (a) to the
Company, (b) pursuant to a registration statement that has been declared
effective under the Securities Act, (c) in a transaction complying with the
requirements of Rule 144A under the Securities Act, to a person we reasonably
believe is a "qualified institutional buyer" under Rule 144A of the Securities
Act (a "QIB") that is purchasing for its own account or for the account of a QIB
and to whom notice is given that the transfer is being made in reliance on Rule
144A, (d) pursuant to offers and sales that occur outside the United States
within the meaning of Regulation S under the Securities Act, (e) to an
institutional "accredited investor" within the meaning of Rule 501(a)(1), (2),
(3) or (7) under the Securities Act that is purchasing for its own account or
for the account of such an institutional "accredited investor," in each case in
a minimum principal amount of Securities of $250,000, for investment purposes
and not with a view to or for offer or sale in connection with any distribution
in violation of the Securities Act or (f) pursuant to any other available
exemption from the registration requirements of the Securities Act, subject in
each of the foregoing cases to any requirement of law that the disposition of
our property or the property of such investor account or accounts be at all
times within our or their control and in compliance with any applicable state
securities laws. The foregoing restrictions on resale will not apply subsequent
to the Resale Restriction Termination Date. If any resale or other transfer of
the Securities is proposed to be made pursuant to clause (e) above prior to the
Resale Restriction Termination Date, the transferor shall deliver a letter from
the transferee substantially in the form of this letter to the Company and BNY
Midwest Trust Company, as Trustee (the "Trustee"), which shall provide, among
other things, that the transferee is an institutional "accredited investor"
(within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
and that it is acquiring such Securities for investment purposes and not for
distribution in violation of the Securities Act. Each purchaser acknowledges
that the Company and the Trustee reserve the right prior to any offer, sale or
other transfer prior to the Resale Termination Date of the Securities pursuant
to

                                       48
<PAGE>

clauses (d), (e) or (f) above to require the delivery of an opinion of counsel,
certifications and/or other information satisfactory to the Company and the
Trustee.

            The Trustee and the Company are entitled to rely upon this letter
and are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                             TRANSFEREE:________________________

                                             BY:________________________________

cc:  Argo-Tech Corporation

            SECTION 2.8. Form of Certificate to be Delivered in Connection with
Transfers Pursuant to Regulation S.

                                                   [Date]

BNY Midwest Trust Company
2 North LaSalle Street
Suite 1020
Chicago, IL 60602

Attention: Corporate Trust Administration

            Re:   Argo-Tech Corporation
                  9 1/4% Senior Notes, Series A, due 2011

Ladies and Gentlemen:

            In connection with our proposed sale of $[________] aggregate
principal amount of the 9 1/4% Senior Notes, Series A, due 2011 (the
"Securities") of Argo-Tech Corporation (the "Company"), we confirm that such
sale has been effected pursuant to and in accordance with Regulation S under the
United States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, we represent that:

            (a) the offer of the Securities was not made to a person in the
      United States;

            (b) either (i) at the time the buy order 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 (ii) the transaction was executed in, on or through the
      facilities of a designated off-shore securities market and neither we nor
      any person acting on our behalf knows that the transaction has been
      pre-arranged with a buyer in the United States;

                                       49
<PAGE>

            (c) no directed selling efforts have been made in the United States
      in contravention of the requirements of Rule 903(a)(2) or Rule 904(a)(2)
      of Regulation S, as applicable; and

            (d) the transaction is not part of a plan or scheme to evade the
      registration requirements of the Securities Act.

            In addition, if the sale is made during a restricted period and the
provisions of Rule 903(b)(2) or Rule 904(b)(1) of Regulation S are applicable
thereto, we confirm that such sale has been made in accordance with the
applicable provisions of Rule 903(b)(2) or Rule 904(b)(1), as the case may be.

            BNY Midwest Trust Company, as Trustee, and the Company are entitled
to rely upon this letter and are irrevocably authorized to produce this letter
or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this certificate have the meanings set forth in Regulation S.

            Very truly yours,

            [Name of Transferor]

            By:____________________________

            _______________________________
                  Authorized Signature

cc: Argo-Tech Corporation

            SECTION 2.9. Mutilated, Destroyed, Lost or Stolen Securities. If a
mutilated Security is surrendered to the Registrar or if the Holder of a
Security claims that the Security has been lost, destroyed or wrongfully taken,
the Company shall issue and the Trustee shall authenticate a replacement
Security if the requirements of Section 8-405 of the Uniform Commercial Code are
met, such that the Securityholder (a) satisfies the Company or the Trustee
within a reasonable time after such Securityholder has notice of such loss,
destruction or wrongful taking and the Registrar has not registered a transfer
prior to receiving such notification, (b) makes such request to the Company or
Trustee prior to the Security being acquired by a protected purchaser as defined
in Section 8-303 of the Uniform Commercial Code (a "protected purchaser") and
(c) satisfies any other reasonable requirements of the Trustee. If required by
the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying Agent and the Registrar from any loss which any
of them may suffer if a Security is replaced, and, in the absence of notice to
the Company, any Subsidiary Guarantor or the Trustee that such Security has been
acquired by a bona fide purchaser, the Company shall execute and, upon receipt
of a Company Order, the Trustee shall authenticate and make available for
delivery, in exchange for any such mutilated Security or in lieu of any such
destroyed, lost or stolen Security,

                                       50
<PAGE>

a new Security of like tenor and principal amount, bearing a number not
contemporaneously outstanding.

            In case any such mutilated, destroyed, lost or stolen Security has
become or is about to become due and payable, the Company in its discretion may,
instead of issuing a new Security, pay such Security.

            Upon the issuance of any new Security under this Section, the
Company may require that such Holder pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in relation thereto and any other
expenses (including the fees and expenses of counsel and of the Trustee) in
connection therewith.

            Every new Security issued pursuant to this Section in lieu of any
mutilated, destroyed, lost or stolen Security shall constitute an original
additional contractual obligation of the Company, any Subsidiary Guarantor (if
applicable) and any other obligor upon the Securities, whether or not the
mutilated, destroyed, lost or stolen Security shall be at any time enforceable
by anyone, and shall be entitled to all benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

            The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Securities.

            SECTION 2.10. Outstanding Securities. Securities outstanding at any
time are all Securities authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation and those described in this
Section as not outstanding. A Security does not cease to be outstanding in the
event either of the Company or an Affiliate of the Company holds the Security,
provided, however, that (i) for purposes of determining which are outstanding
for consent or voting purposes hereunder, the provisions of Section 11.6 shall
apply and (ii) in determining whether the Trustee shall be protected in making a
determination whether the Holders of the requisite principal amount of
outstanding Securities are present at a meeting of Holders of Securities for
quorum purposes or have consented to or voted in favor of any request, demand,
authorization, direction, notice, consent, waiver, amendment or modification
hereunder, or relying upon any such quorum, consent or vote, only Securities
which a Trust Officer of the Trustee actually knows to be held by the Company or
an Affiliate of the Company shall not be considered outstanding.

            If a Security is replaced pursuant to Section 2.9 (other than a
mutilated Security surrendered for replacement), it ceases to be outstanding
unless the Trustee and the Company receive proof satisfactory to them that the
replaced Security is held by a protected purchaser. A mutilated Security ceases
to be outstanding upon surrender of such Security and replacement pursuant to
Section 2.9.

            If the Paying Agent segregates and holds in trust, in accordance
with this Indenture, on a Redemption Date or maturity date money sufficient to
pay all principal, premium, if any, and accrued interest payable on that date
with respect to the Securities (or portions thereof) to be redeemed or maturing,
as the case may be, and the Paying Agent is not

                                       51
<PAGE>

prohibited from paying such money to the Securityholders on that date pursuant
to the terms of this Indenture, then on and after that date such Securities (or
portions thereof) cease to be outstanding and interest on them ceases to accrue.

            SECTION 2.11. Temporary Securities. In the event that Definitive
Securities are to be issued under the terms of this Indenture, until such
Definitive Securities are ready for delivery, the Company may prepare and the
Trustee shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form, and shall carry all rights, of Definitive Securities
but may have variations that the Company considers appropriate for temporary
Securities. Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate Definitive Securities. After the preparation of
Definitive Securities, the temporary Securities shall be exchangeable for
Definitive Securities upon surrender of the temporary Securities at any office
or agency maintained by the Company for that purpose and such exchange shall be
without charge to the Holder. Upon surrender for cancellation of any one or more
temporary Securities, the Company shall execute, and the Trustee shall
authenticate and make available for delivery in exchange therefor, one or more
Definitive Securities representing an equal principal amount of Securities.
Until so exchanged, the Holder of temporary Securities shall in all respects be
entitled to the same benefits under this Indenture as a Holder of Definitive
Securities.

            SECTION 2.12. Cancellation. The Company at any time may deliver
Securities to the Trustee for cancellation. The Registrar and the Paying Agent
shall forward to the Trustee any Securities surrendered to them for registration
of transfer, exchange or payment. The Trustee and no one else shall cancel all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and dispose of such Securities in accordance with its internal
policies and customary procedures and shall deliver canceled Securities to the
Company pursuant to written direction by an Officer of the Company. If the
Company or any Subsidiary Guarantor acquires any of the Securities, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Securities unless and until the same are
surrendered to the Trustee for cancellation pursuant to this Section 2.12. The
Company may not issue new Securities to replace Securities it has paid or
delivered to the Trustee for cancellation for any reason other than in
connection with a transfer or exchange.

            At such time as all beneficial interests in a Global Security have
either been exchanged for Definitive Securities, transferred, redeemed,
repurchased or canceled, such Global Security shall be returned by DTC to the
Trustee for cancellation or retained and canceled by the Trustee. At any time
prior to such cancellation, if any beneficial interest in a Global Security is
exchanged for Definitive Securities, transferred in exchange for an interest in
another Global Security, redeemed, repurchased or canceled, the principal amount
of Securities represented by such Global Security shall be reduced and an
adjustment shall be made on the books and records of the Trustee (if it is then
the Securities Custodian for such Global Security) with respect to such Global
Security, by the Trustee or the Securities Custodian, to reflect such reduction.

            SECTION 2.13. Payment of Interest; Defaulted Interest. Interest on
any Security which is payable, and is punctually paid or duly provided for, on
any interest payment date shall be paid to the Person in whose name such
Security (or one or more predecessor

                                       52
<PAGE>

Securities) is registered at the close of business on the regular record date
for such payment at the office or agency of the Company maintained for such
purpose pursuant to Section 2.3.

            Any interest on any Security which is payable, but is not paid when
the same becomes due and payable and such nonpayment continues for a period of
30 days shall forthwith cease to be payable to the Holder on the regular record
date, and such defaulted interest and (to the extent lawful) interest on such
defaulted interest at the rate borne by the Securities (such defaulted interest
and interest thereon herein collectively called "Defaulted Interest") shall be
paid by the Company, at its election in each case, as provided in clause (a) or
(b) below:

            (a) The Company may elect to make payment of any Defaulted Interest
      to the Persons in whose names the Securities (or their respective
      predecessor Securities) are registered at the close of business on a
      Special Record Date (as defined below) for the payment of such Defaulted
      Interest, which shall be fixed in the following manner. The Company shall
      notify the Trustee in writing of the amount of Defaulted Interest proposed
      to be paid on each Security and the date (not less than 30 days after such
      notice) of the proposed payment (the "Special Interest Payment Date"), and
      at the same time the Company shall deposit with the Trustee an amount of
      money equal to the aggregate amount proposed to be paid in respect of such
      Defaulted Interest or shall make arrangements satisfactory to the Trustee
      for such deposit prior to the date of the proposed payment, such money
      when deposited to be held in trust for the benefit of the Persons entitled
      to such Defaulted Interest as in this clause provided. Thereupon the
      Trustee shall fix a record date (the "Special Record Date") for the
      payment of such Defaulted Interest, which date ------------------- shall
      be not more than 15 days and not less than 10 days prior to the Special
      Interest Payment Date and not less than 10 days after the receipt by the
      Trustee of the notice of the proposed payment. The Trustee shall promptly
      notify the Company of such Special Record Date, and in the name and at the
      expense of the Company, shall cause notice of the proposed payment of such
      Defaulted Interest and the Special Record Date and Special Interest
      Payment Date therefor to be given in the manner provided for in Section
      11.2, not less than 10 days prior to such Special Record Date. Notice of
      the proposed payment ------------ of such Defaulted Interest and the
      Special Record Date and Special Interest Payment Date therefor having been
      so given, such Defaulted Interest shall be paid on the Special Interest
      Payment Date to the Persons in whose names the Securities (or their
      respective predecessor Securities) are registered at the close of business
      on such Special Record Date and shall no longer be payable pursuant to the
      following clause (b).

            (b) The Company may make payment of any Defaulted Interest in any
      other lawful manner not inconsistent with the requirements of any
      securities exchange on which the Securities may be listed, and upon such
      notice as may be required by such exchange, if, after notice given by the
      Company to the Trustee of the proposed payment pursuant to this clause,
      such manner of payment shall be deemed practicable by the Trustee.

            Subject to the foregoing provisions of this Section, each Security
delivered under this Indenture upon registration of, transfer of or in exchange
for or in lieu of any other Security shall carry the rights to interest accrued
and unpaid, and to accrue, which were carried by such other Security.

                                       53
<PAGE>

            SECTION 2.14. Computation of Interest. Interest on the Securities
shall be computed on the basis of a 360-day year of twelve 30-day months.

            SECTION 2.15. CUSIP, Common Code and ISIN Numbers. The Company in
issuing the Securities may use "CUSIP," "Common Code" or "ISIN" numbers and, if
so, the Trustee shall use "CUSIP," "Common Code" or "ISIN" numbers in notices of
redemption or purchase as a convenience to Holders; provided, however, that any
such notice may state that no representation is made as to the correctness of
such numbers either as printed on the Securities or as contained in any notice
of a redemption or purchase and that reliance may be placed only on the other
identification numbers printed on the Securities, and any such redemption or
purchase shall not be affected by any defect in or omission of such CUSIP,
Common Code or ISIN number. The Company shall promptly notify the Trustee in
writing of any change in the CUSIP, Common Code or ISIN number.

                                  ARTICLE III

                                    COVENANTS

            SECTION 3.1. Payment of Securities. The Company shall promptly pay
the principal of, premium, if any, and interest on the Securities on the dates
and in the manner provided in the Securities and in this Indenture. Principal,
premium, if any, and interest shall be considered paid on the date due if on
such date the Trustee or the Paying Agent holds in accordance with this
Indenture immediately available funds sufficient to pay all principal, premium,
if any, and interest then due and the Trustee or the Paying Agent, as the case
may be, is not prohibited from paying such money to the Securityholders on that
date pursuant to the terms of this Indenture.

            The Company shall pay interest on overdue principal at the rate
specified therefor in the Securities, and it shall pay interest on overdue
installments of interest at the same rate to the extent lawful.

            The Company and the Subsidiary Guarantors will pay any present or
future stamp, court or documentary taxes or any other excise or property taxes,
charges or similar levies that arise in any jurisdiction from the execution,
delivery, enforcement or registration of the Securities, the Subsidiary
Guarantees, the Indenture or any other document or instrument in relation
thereof, or the receipt of any payments with respect to the Securities or the
Subsidiary Guarantees, excluding such taxes, charges or similar levies imposed
by any jurisdiction outside of the United States, the jurisdiction of
incorporation of any successor of the Company or any Subsidiary Guarantor or any
jurisdiction in which a paying agent is located, other than those resulting
from, or required to be paid in connection with, the enforcement of the
Securities, the Subsidiary Guarantees or any other such document or instrument
following the occurrence of any Event of Default with respect to the Securities.
The Company or the Subsidiary Guarantors will agree to indemnify the Holders for
any such taxes paid by such Holders.

                                       54
<PAGE>

            Notwithstanding anything to the contrary contained in this
Indenture, the Company or any Subsidiary Guarantor may, to the extent it is
required to do so by law, deduct or withhold income or other similar taxes
imposed by the United States of America from principal, premium or interest
payments hereunder.

            SECTION 3.2. Limitation on Indebtedness. The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness
(including Acquired Indebtedness); provided, however, that the Company and the
Subsidiary Guarantors may Incur Indebtedness if on the date thereof:

            (1)   the Consolidated Coverage Ratio for the Company and its
                  Restricted Subsidiaries is at least 2.00 to 1.00; and

            (2)   no Default or Event of Default shall have occurred or be
                  continuing or would occur as a consequence of Incurring the
                  Indebtedness or transactions relating to such Incurrence.

The first paragraph of this covenant shall not prohibit the Incurrence of the
following Indebtedness:

            (1)   Indebtedness of the Company or Subsidiary Guarantors Incurred
                  pursuant to a Credit Facility in an aggregate amount up to the
                  greater of (a) the Borrowing Base and (b) $55.0 million, less
                  the aggregate principal amount of all principal repayments
                  with proceeds from Asset Dispositions utilized in accordance
                  with clause (3)(a) of Section 3.5 that permanently reduce the
                  commitments thereunder;

            (2)   Guarantees by the Company or the Subsidiary Guarantors of
                  Indebtedness Incurred in accordance with the provisions of
                  this Indenture; provided that in the event such Indebtedness
                  that is being Guaranteed is a Subordinated Obligation or a
                  Guarantor Subordinated Obligation, then the related Guarantee
                  shall be subordinated in right of payment to the Securities or
                  the Subsidiary Guarantee, as applicable;

            (3)   Indebtedness of the Company owing to and held by any
                  Restricted Subsidiary or Indebtedness of a Restricted
                  Subsidiary owing to and held by the Company or any other
                  Restricted Subsidiary; provided, however,

                  (a)   if the Company is the obligor on such Indebtedness, such
                        Indebtedness is expressly subordinated to the prior
                        payment in full in cash of all obligations with respect
                        to the Securities;

                  (b)   if a Subsidiary Guarantor is the obligor on such
                        Indebtedness and the Company or a Subsidiary Guarantor
                        is not the obligee, such Indebtedness is subordinated in
                        right of payment to the Subsidiary Guarantee of such
                        Subsidiary Guarantor; and

                                       55
<PAGE>

                  (c)   (i) any subsequent issuance or transfer of Capital Stock
                        or any other event which results in any such
                        Indebtedness being beneficially held by a Person other
                        than the Company or a Restricted Subsidiary of the
                        Company; and

                        (ii) any sale or other transfer of any such Indebtedness
                        to a Person other than the Company or a Restricted
                        Subsidiary of the Company;

                  shall be deemed, in each case, to constitute an Incurrence of
                  such Indebtedness by the Company or such Subsidiary, as the
                  case may be;

            (4)   Indebtedness represented by (a) the Securities issued on the
                  Issue Date, the Exchange Securities issued in a Registered
                  Exchange Offer and the Subsidiary Guarantees, (b) any
                  Indebtedness (other than the Indebtedness described in clauses
                  (1), (2), (3), (6), (8), (9) and (10)) outstanding on the
                  Issue Date and (c) any Refinancing Indebtedness Incurred in
                  respect of any Indebtedness described in this clause (4) or
                  clause (5) or Incurred pursuant to the first paragraph of this
                  covenant;

            (5)   Indebtedness of a Restricted Subsidiary Incurred and
                  outstanding on the date on which such Restricted Subsidiary
                  was acquired by the Company (other than Indebtedness Incurred
                  (a) to provide all or any portion of the funds utilized to
                  consummate the transaction or series of related transactions
                  pursuant to which such Restricted Subsidiary became a
                  Restricted Subsidiary or was otherwise acquired by the Company
                  or (b) otherwise in connection with, or in contemplation of,
                  such acquisition); provided, however, that at the time such
                  Restricted Subsidiary is acquired by the Company, the Company
                  would have been able to Incur $1.00 of additional Indebtedness
                  pursuant to the first paragraph of this covenant after giving
                  effect to the Incurrence of such Indebtedness pursuant to this
                  clause (5);

            (6)   Indebtedness under Hedging Obligations that are Incurred in
                  the ordinary course of business (and not for speculative
                  purposes) (1) for the purpose of fixing or hedging interest
                  rate risk with respect to any Indebtedness Incurred without
                  violation of the Indenture; (2) for the purpose of fixing or
                  hedging currency exchange rate risk with respect to any
                  currency exchanges; or (3) for the purpose of fixing or
                  hedging commodity price risk with respect to any commodities;

            (7)   the Incurrence by the Company or any of its Restricted
                  Subsidiaries of Indebtedness represented by Capitalized Lease
                  Obligations, mortgage financings or purchase money obligations
                  with respect to assets other than Capital Stock or other
                  Investments, in each case Incurred for the purpose of
                  financing all or any part of the purchase price or cost of
                  construction or improvements of property used in the business
                  of the Company or such

                                       56
<PAGE>

                  Restricted Subsidiary, in an aggregate principal amount not to
                  exceed $10.0 million at any time outstanding;

            (8)   Indebtedness Incurred in respect of workers' compensation
                  claims, self-insurance obligations, performance, surety and
                  similar bonds and completion guarantees provided by the
                  Company or a Restricted Subsidiary in the ordinary course of
                  business;

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

            (10)  Indebtedness arising from the honoring by a bank or other
                  financial institution of a check, draft or similar instrument
                  (except in the case of daylight overdrafts) drawn against
                  insufficient funds in the ordinary course of business and
                  Indebtedness arising from automated clearing house
                  transactions pursuant to agreements or overdrafts, controlled
                  disbursement accounts and other electronic funds transfer in
                  the ordinary course of business, provided, however, that in
                  any such instance such Indebtedness is extinguished within
                  five Business Days of Incurrence;

            (11)  Indebtedness of a Joint Venture that is not a Restricted
                  Subsidiary in an aggregate principal amount not to exceed $3.0
                  million at any time outstanding as calculated pursuant to the
                  third paragraph of the definition of "Indebtedness"; and

            (12)  in addition to the items referred to in clauses (1) through
                  (11) above, (a) Indebtedness of Restricted Subsidiaries in an
                  aggregate outstanding principal amount which, when taken
                  together with the principal amount of all other Indebtedness
                  Incurred pursuant to this clause (12)(a) and then outstanding,
                  will not exceed $5.0 million and (b) Indebtedness of the
                  Company or its Restricted Subsidiaries in an aggregate
                  outstanding principal amount which, when taken together with
                  the principal amount of all other Indebtedness Incurred
                  pursuant to this clause (12)(b) and then outstanding, will not
                  exceed $15.0 million at any time outstanding (it being
                  understood that any Indebtedness Incurred pursuant to this
                  clause (12) shall cease to be deemed Incurred or outstanding
                  for purposes of this clause (12) but shall be deemed Incurred
                  for the purposes of the first paragraph of this covenant from
                  and after the first date on which the Company or such
                  Restricted Subsidiary (if such Restricted Subsidiary is a
                  Subsidiary Guarantor) could have Incurred such Indebtedness
                  under the first paragraph of this covenant without reliance on
                  this clause (12)).

                                       57
<PAGE>

The Company shall not Incur any Indebtedness under the preceding paragraph if
the proceeds thereof are used, directly or indirectly, to refinance any
Subordinated Obligations of the Company unless such Indebtedness will be
subordinated to the Securities to at least the same extent as such Subordinated
Obligations. No Subsidiary Guarantor shall Incur any Indebtedness if the
proceeds thereof are used, directly or indirectly, to refinance any Guarantor
Subordinated Obligations of such Subsidiary Guarantor unless such Indebtedness
shall be subordinated to the obligations of such Subsidiary Guarantor under its
Subsidiary Guarantee to at least the same extent as such Guarantor Subordinated
Obligations. No Restricted Subsidiary may Incur any Indebtedness if the proceeds
are used to refinance Indebtedness of the Company.

            For purposes of determining compliance with, and the outstanding
principal amount of any particular Indebtedness Incurred pursuant to and in
compliance with, this covenant:

            (1)   in the event that Indebtedness meets the criteria of more than
                  one of the types of Indebtedness described in the first and
                  second paragraphs of this covenant, the Company, in its sole
                  discretion, shall classify on the date of Incurrence and may
                  later reclassify such item of Indebtedness in any manner that
                  complies with this covenant and only be required to include
                  the amount and type of such Indebtedness in one of such
                  clauses;

            (2)   all Indebtedness outstanding on the date of this Indenture
                  under the Amended Credit Facility shall be deemed initially
                  Incurred on the Issue Date under clause (1) of the second
                  paragraph of this covenant and not the first paragraph or
                  clause (4) of the second paragraph of this covenant;

            (3)   Guarantees of, or obligations in respect of letters of credit
                  relating to, Indebtedness which is otherwise included in the
                  determination of a particular amount of Indebtedness shall not
                  be included;

            (4)   if obligations in respect of letters of credit are Incurred
                  pursuant to a Credit Facility and are being treated as
                  Incurred pursuant to clause (1) of the second paragraph above
                  and the letters of credit relate to other Indebtedness, then
                  such other Indebtedness shall not be included;

            (5)   the principal amount of any Disqualified Stock of the Company
                  or a Restricted Subsidiary, or Preferred Stock of a Restricted
                  Subsidiary that is not a Subsidiary Guarantor, shall be equal
                  to the greater of the maximum mandatory redemption or
                  repurchase price (not including, in either case, any
                  redemption or repurchase premium) or the liquidation
                  preference thereof;

            (6)   Indebtedness permitted by this covenant need not be permitted
                  solely by reference to one provision permitting such
                  Indebtedness but may be permitted in part by one such
                  provision and in part by one or more other provisions of this
                  covenant permitting such Indebtedness; and

                                       58
<PAGE>

            (7)   the amount of Indebtedness issued at a price that is less than
                  the principal amount thereof shall be equal to the amount of
                  the liability in respect thereof determined in accordance with
                  GAAP.

Accrual of interest, accrual of dividends, the accretion of accreted value, the
payment of interest in the form of additional Indebtedness and the payment of
dividends in the form of additional shares of Preferred Stock or Disqualified
Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of
this covenant. The amount of any Indebtedness outstanding as of any date shall
be (i) the accreted value thereof in the case of any Indebtedness issued with
original issue discount and (ii) the principal amount or liquidation preference
thereof, together with any interest thereon that is more than 30 days past due,
in the case of any other Indebtedness.

            In addition, the Company shall not permit any of its Unrestricted
Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified
Stock, other than Non-Recourse Debt. If at any time an Unrestricted Subsidiary
becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be
deemed to be Incurred by a Restricted Subsidiary as of such date (and, if such
Indebtedness is not permitted to be Incurred as of such date under this Section
3.2, the Company shall be in Default of this covenant).

            For purposes of determining compliance with any U.S.
dollar-denominated restriction on the Incurrence of Indebtedness, the U.S.
dollar-equivalent principal amount of Indebtedness denominated in a foreign
currency shall be calculated based on the relevant currency exchange rate in
effect on the date such Indebtedness was Incurred, in the case of term
Indebtedness, or first committed, in the case of revolving credit Indebtedness;
provided that if such Indebtedness is Incurred to refinance other Indebtedness
denominated in a foreign currency, and such refinancing would cause the
applicable U.S. dollar-dominated restriction to be exceeded if calculated at the
relevant currency exchange rate in effect on the date of such refinancing, such
U.S. dollar-dominated restriction shall be deemed not to have been exceeded so
long as the principal amount of such refinancing Indebtedness does not exceed
the principal amount of such Indebtedness being refinanced. Notwithstanding any
other provision of this covenant, the maximum amount of Indebtedness that the
Company and the Subsidiary Guarantors may Incur pursuant to this covenant shall
not be deemed to be exceeded solely as a result of fluctuations in the exchange
rate of currencies. The principal amount of any Indebtedness Incurred to
refinance other Indebtedness, if Incurred in a different currency from the
Indebtedness being refinanced, shall be calculated based on the currency
exchange rate applicable to the currencies in which such Refinancing
Indebtedness is denominated that is in effect on the date of such refinancing.

            SECTION 3.3. Limitation on Restricted Payments. The Company shall
not, and shall not permit any of its Restricted Subsidiaries, directly or
indirectly, to:

            (1)   declare or pay any dividend or make any distribution (whether
                  made in cash, securities or other property) on or in respect
                  of its Capital Stock (including any payment in connection with
                  any merger or consolidation involving the Company or any of
                  its Restricted Subsidiaries) except:

                                       59
<PAGE>

                  (a)   dividends or distributions payable in Capital Stock of
                        the Company (other than Disqualified Stock) or in
                        options, warrants or other rights to purchase such
                        Capital Stock of the Company; and

                  (b)   dividends or distributions payable to the Company or a
                        Restricted Subsidiary (and if such Restricted Subsidiary
                        is not a Wholly-Owned Subsidiary, to its other holders
                        of common Capital Stock on a pro rata basis);

            (2)   purchase, redeem, retire or otherwise acquire for value any
                  Capital Stock of the Company or any direct or indirect parent
                  of the Company held by Persons other than the Company or a
                  Restricted Subsidiary (other than in exchange for Capital
                  Stock of the Company (other than Disqualified Stock));

            (3)   purchase, repurchase, redeem, defease or otherwise acquire or
                  retire for value, prior to scheduled maturity, scheduled
                  repayment or scheduled sinking fund payment, any Subordinated
                  Obligations or Guarantor Subordinated Obligations (other than
                  the purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Subordinated Obligations or
                  Guarantor Subordinated Obligations purchased in anticipation
                  of satisfying a sinking fund obligation, principal installment
                  or final maturity, in each case due within one year of the
                  date of purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement); or

            (4)   make any Restricted Investment in any Person;

(any such dividend, distribution, purchase, redemption, repurchase, defeasance,
other acquisition, retirement or Restricted Investment referred to in clauses
(1) through (4) shall be referred to herein as a "Restricted Payment"), if at
the time the Company or such Restricted Subsidiary makes such Restricted
Payment:

            (a)   a Default shall have occurred and be continuing (or would
                  result therefrom); or

            (b)   the Company is not able to Incur an additional $1.00 of
                  Indebtedness pursuant to the first paragraph under Section 3.2
                  after giving effect, on a pro forma basis, to such Restricted
                  Payment; or

            (c)   the aggregate amount of such Restricted Payment and all other
                  Restricted Payments declared or made subsequent to the Issue
                  Date (excluding the Restricted Payments permitted by clauses
                  (1), (2), (3), (4), (7), (8), (9)(a), (9)(c), (9)(d), (9)(e)
                  and (11) of the following paragraph only) would exceed the sum
                  of:

                  (i)   50% of Consolidated Net Income for the period (treated
                        as one accounting period) from the beginning of the
                        first fiscal quarter

                                       60
<PAGE>

                        commencing after the date of this Indenture to the end
                        of the most recent fiscal quarter ending prior to the
                        date of such Restricted Payment for which financial
                        statements are in existence (or, in case such
                        Consolidated Net Income is a deficit, minus 100% of such
                        deficit);

                  (ii)  100% of the aggregate Net Cash Proceeds received by the
                        Company from the issue or sale of its Capital Stock
                        (other than Disqualified Stock) or other capital
                        contributions subsequent to the Issue Date (other than
                        Net Cash Proceeds received from an issuance or sale of
                        such Capital Stock to a Subsidiary of the Company or an
                        employee stock ownership plan, option plan or similar
                        trust to the extent such sale to an employee stock
                        ownership plan or similar trust is financed by loans
                        from or Guaranteed by the Company or any Restricted
                        Subsidiary unless such loans have been repaid with cash
                        on or prior to the date of determination);

                  (iii) the amount by which Indebtedness of the Company or its
                        Restricted Subsidiaries is reduced on the Company's
                        balance sheet upon the conversion or exchange (other
                        than by a Subsidiary of the Company) subsequent to the
                        Issue Date of any Indebtedness of the Company or its
                        Restricted Subsidiaries convertible or exchangeable for
                        Capital Stock (other than Disqualified Stock) of the
                        Company (less the amount of any cash, or the fair market
                        value of any other property, distributed by the Company
                        upon such conversion or exchange); and

                  (iv)  the amount equal to the net reduction in Restricted
                        Investments made by the Company or any of its Restricted
                        Subsidiaries in any Person resulting from:

                        (A)   repurchases or redemptions of such Restricted
                              Investments by such Person, proceeds realized upon
                              the sale of such Restricted Investment to an
                              unaffiliated purchaser, repayments of loans or
                              advances or other transfers of assets (including
                              by way of dividend or distribution) by such Person
                              to the Company or any Restricted Subsidiary; or

                        (B)   the redesignation of Unrestricted Subsidiaries as
                              Restricted Subsidiaries (valued in each case as
                              provided in the definition of "Investment") not to
                              exceed, in the case of any Unrestricted
                              Subsidiary, the amount of Investments previously
                              made by the Company or any Restricted Subsidiary
                              in such Unrestricted Subsidiary,

                                       61
<PAGE>

                              which amount in each case under this clause (iv)
                              was included in the calculation of the amount of
                              Restricted Payments; provided, however, that no
                              amount will be included under this clause (iv) to
                              the extent it is already included in Consolidated
                              Net Income.

            The provisions of the preceding paragraph shall not prohibit:

            (1)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Capital Stock, Disqualified
                  Stock, Subordinated Obligations of the Company or Guarantor
                  Subordinated Obligations of any Subsidiary Guarantor made by
                  exchange for, or out of the proceeds of the substantially
                  concurrent sale of, Capital Stock of the Company (other than
                  Disqualified Stock and other than Capital Stock issued or sold
                  to a Subsidiary or an employee stock ownership plan or similar
                  trust to the extent such sale to an employee stock ownership
                  plan or similar trust is financed by loans from or Guaranteed
                  by the Company or any Restricted Subsidiary unless such loans
                  have been repaid with cash on or prior to the date of
                  determination); provided, however, that the Net Cash Proceeds
                  from such sale of Capital Stock will be excluded from clause
                  (c)(ii) of the preceding paragraph;

            (2)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Subordinated Obligations of the
                  Company or Guarantor Subordinated Obligations of any
                  Subsidiary Guarantor made by exchange for, or out of the
                  proceeds of the substantially concurrent sale of, Subordinated
                  Obligations of the Company or any purchase, repurchase,
                  redemption, defeasance or other acquisition or retirement of
                  Guarantor Subordinated Obligations made by exchange for or out
                  of the proceeds of the substantially concurrent sale of
                  Guarantor Subordinated Obligations that, in each case, is
                  permitted to be Incurred pursuant to Section 3.2 and that in
                  each case constitutes Refinancing Indebtedness;

            (3)   any purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement of Disqualified Stock of the Company
                  or a Restricted Subsidiary made by exchange for or out of the
                  proceeds of the substantially concurrent sale of Disqualified
                  Stock of the Company or such Restricted Subsidiary, as the
                  case may be, that, in each case, is permitted to be Incurred
                  pursuant to Section 3.2 and that in each case constitutes
                  Refinancing Indebtedness;

            (4)   so long as no Default or Event of Default has occurred and is
                  continuing, any purchase or redemption of Subordinated
                  Obligations or Guarantor Subordinated Obligations of a
                  Subsidiary Guarantor from Net Available Cash to the extent
                  permitted under Section 3.5 below;

            (5)   dividends paid within 60 days after the date of declaration if
                  at such date of declaration such dividend would have complied
                  with this provision;

                                       62
<PAGE>

            (6)   so long as no Default or Event of Default has occurred and is
                  continuing,

                  (a)   the purchase, redemption or other acquisition,
                        cancellation or retirement for value of Capital Stock,
                        or options, warrants, equity appreciation rights or
                        other rights to purchase or acquire Capital Stock of the
                        Company or any Restricted Subsidiary or any parent of
                        the Company held by any existing or former directors,
                        employees or officers of the Company or Holdings or any
                        Subsidiary of the Company or their assigns, estates or
                        heirs, in each case in connection with the repurchase
                        provisions under employee stock option or stock purchase
                        agreements or other agreements to compensate employees;
                        provided that such redemptions or repurchases pursuant
                        to this clause shall not exceed $3.5 million in the
                        aggregate during any calendar year (with amounts not
                        being used in any calendar year being carried forward to
                        subsequent calendar years; provided that the aggregate
                        amount in any calendar year may not exceed $10.0
                        million);

                  (b)   the purchase, redemption or other acquisition,
                        cancellation or retirement for value of Capital Stock of
                        the Company, any Restricted Subsidiary or Holdings held
                        by any existing or former directors, employees or
                        officers of the Company or Holdings or any Subsidiary of
                        the Company or their assigns, estates or heirs, made by
                        exchange for Subordinated Obligations of the Company in
                        connection with the repurchase provisions of the
                        Company's Employee Stock Ownership Plan and Trust
                        Agreement, as amended, as in effect on the Issue Date
                        and only to the extent of amounts mandatorily required
                        to be purchased, redeemed, acquired, cancelled or
                        retired by such Employee Stock Ownership Plan and Trust
                        Agreement, as amended, as in effect on the Issue Date;
                        and

                  (c)   loans or advances to employees or directors of the
                        Company or Holdings or any Subsidiary of the Company the
                        proceeds of which are used to purchase Capital Stock of
                        the Company or Holdings, in an aggregate principal
                        amount not in excess of $1.0 million at any one time
                        outstanding; provided, however, that the Company and its
                        Subsidiaries shall comply in all material respects with
                        all applicable provisions of the Sarbanes-Oxley Act and
                        the rules and regulations promulgated in connection
                        therewith relating to such loans and advances;

            (7)   so long as no Default or Event of Default has occurred and is
                  continuing, the declaration and payment of dividends to
                  holders of any class or series of Disqualified Stock of the
                  Company issued in accordance with the terms of this Indenture
                  to the extent such dividends are included in the definition of
                  "Consolidated Interest Expense";

                                       63
<PAGE>

            (8)   repurchases of Capital Stock deemed to occur upon the exercise
                  of stock options, warrants or other convertible securities if
                  such Capital Stock represents a portion of the exercise price
                  thereof;

            (9)   cash dividends or loans to Holdings in amounts equal to:

                  (a)   the amounts required for Holdings to pay any Federal,
                        state or local income taxes to the extent that such
                        income taxes are directly attributable to the income of
                        the Company and its Restricted Subsidiaries;

                  (b)   to the extent of amounts actually received by the
                        Company from its Unrestricted Subsidiaries, the amounts
                        required for Holdings to pay any Federal, state or local
                        income taxes to the extent that such income taxes are
                        directly attributable to the income of such Unrestricted
                        Subsidiaries;

                  (c)   the amounts required for Holdings to pay franchise taxes
                        and other fees required to maintain its legal existence;

                  (d)   an amount not to exceed $0.5 million in any fiscal year
                        to permit Holdings to pay its corporate overhead
                        expenses Incurred in the ordinary course of business,
                        and to pay salaries or other compensation of employees
                        who perform services for both Holdings and the Company;

                  (e)   an amount not to exceed $57.6 million to enable Holdings
                        to redeem all of the outstanding shares of Holdings'
                        Series A Cumulative Exchangeable Redeemable Preferred
                        Stock on the Issue Date; and

                  (f)   the amounts required to enable Holdings to effect any
                        transaction permitted under clause (6) of this
                        paragraph, to the extent permitted by such clause, in
                        lieu of the Company or any Restricted Subsidiary;

            (10)  the purchase, repurchase, redemption, defeasance or other
                  acquisition or retirement for value of any Subordinated
                  Obligation (i) at a purchase price not greater than 101% of
                  the principal amount of such Subordinated Obligation in the
                  event of a Change of Control in accordance with provisions
                  similar to Section 3.10 or (ii) at a purchase price not
                  greater than 100% of the principal amount thereof in
                  accordance with provisions similar to Section 3.5; provided
                  that, prior to or simultaneously with such purchase,
                  repurchase, redemption, defeasance or other acquisition or
                  retirement, the Company has made the Change of Control Offer
                  or Asset Disposition Offer, as applicable, as provided in such
                  covenant with respect to the Securities and has completed the
                  repurchase or redemption of all

                                       64
<PAGE>

                  Securities validly tendered for payment in connection with
                  such Change of Control Offer or Asset Disposition Offer; and

            (11)  Restricted Payments in an amount not to exceed $5.0 million.

            The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of such Restricted Payment of the asset(s) or
securities proposed to be paid, transferred or issued by the Company or such
Restricted Subsidiary, as the case may be, pursuant to such Restricted Payment.
The fair market value of any cash Restricted Payment shall be its face amount
and any non-cash Restricted Payment shall be determined conclusively by the
Board of Directors of the Company acting in good faith whose resolution with
respect thereto shall be delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal or
investment banking firm of national standing if such fair market value is
estimated in good faith by the Board of Directors of the Company to exceed $20.0
million. Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment is permitted and setting forth the basis upon which the
calculations required by this Section 3.3 were computed, together with a copy of
any fairness opinion or appraisal required by this Indenture.

            SECTION 3.4. Limitation on Restrictions on Distributions from
Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, create or otherwise cause or permit to exist or become
effective any consensual encumbrance or consensual restriction on the ability of
any Restricted Subsidiary to:

            (1)   pay dividends or make any other distributions on its Capital
                  Stock or pay any Indebtedness or other obligations owed to the
                  Company or any Restricted Subsidiary (it being understood that
                  the priority of any Preferred Stock in receiving dividends or
                  liquidating distributions prior to dividends or liquidating
                  distributions being paid on Common Stock shall not be deemed a
                  restriction on the ability to make distributions on Capital
                  Stock);

            (2)   make any loans or advances to the Company or any Restricted
                  Subsidiary (it being understood that the subordination of
                  loans or advances made to the Company or any Restricted
                  Subsidiary to other Indebtedness Incurred by the Company or
                  any Restricted Subsidiary shall not be deemed a restriction on
                  the ability to make loans or advances); or

            (3)   transfer any of its property or assets to the Company or any
                  Restricted Subsidiary.

            The preceding provisions shall not prohibit:

                  (i)   any encumbrance or restriction pursuant to an agreement
                        in effect at or entered into on the date of this
                        Indenture and identified in an annex to this Indenture,
                        including, without limitation, this Indenture and the
                        Amended Credit Facility in effect on such date;

                                       65
<PAGE>

                  (ii)  any encumbrance or restriction with respect to a
                        Restricted Subsidiary pursuant to an agreement relating
                        to any Capital Stock or Indebtedness Incurred by a
                        Restricted Subsidiary on or before the date on which
                        such Restricted Subsidiary was acquired by the Company
                        (other than Capital Stock or Indebtedness Incurred as
                        consideration in, or to provide all or any portion of
                        the funds utilized to consummate, the transaction or
                        series of related transactions pursuant to which such
                        Restricted Subsidiary became a Restricted Subsidiary or
                        was acquired by the Company or in contemplation of the
                        transaction) and outstanding on such date, provided,
                        that any such encumbrance or restriction shall not
                        extend to any assets or property of the Company or any
                        other Restricted Subsidiary other than the assets and
                        property so acquired;

                  (iii) any encumbrance or restriction with respect to a
                        Restricted Subsidiary pursuant to an agreement effecting
                        a refunding, replacement or refinancing of Indebtedness
                        Incurred pursuant to an agreement referred to in clause
                        (i) or (ii) of this paragraph or this clause (iii) or
                        contained in any amendment to an agreement referred to
                        in clause (i) or (ii) of this paragraph or this clause
                        (iii); provided, however, that the encumbrances and
                        restrictions with respect to such Restricted Subsidiary
                        contained in any such agreement are no less favorable in
                        any material respect to the Holders of the Securities
                        than the encumbrances and restrictions contained in such
                        agreements referred to in clauses (i) or (ii) of this
                        paragraph on the Issue Date or the date such Restricted
                        Subsidiary became a Restricted Subsidiary, whichever is
                        applicable;

                  (iv)  in the case of clause (3) of the first paragraph of this
                        covenant, any encumbrance or restriction:

                        (a)   that restricts in a customary manner the
                              subletting, assignment or transfer of any property
                              or asset that is subject to a lease, license or
                              similar contract, or the assignment or transfer of
                              any such lease, license or other contract;

                        (b)   contained in mortgages, pledges or other security
                              agreements permitted under this Indenture securing
                              Indebtedness of the Company or a Restricted
                              Subsidiary to the extent such encumbrances or
                              restrictions restrict the transfer of the property
                              subject to such mortgages, pledges or other
                              security agreements; or

                        (c)   pursuant to customary provisions restricting
                              dispositions of real property interests set forth
                              in any reciprocal easement agreements of the
                              Company or any Restricted Subsidiary;

                                       66
<PAGE>

                  (v)   (a) purchase money obligations for property acquired in
                        the ordinary course of business and (b) Capitalized
                        Lease Obligations permitted under this Indenture, in
                        each case, that impose encumbrances or restrictions of
                        the nature described in clause (3) of the first
                        paragraph of this covenant on the property so acquired;

                  (vi)  any restriction with respect to a Restricted Subsidiary
                        (or any of its property or assets) imposed pursuant to
                        an agreement entered into for the direct or indirect
                        sale or disposition of all or substantially all of the
                        Capital Stock or assets of such Restricted Subsidiary
                        (or the property or assets that are subject to such
                        restriction) pending the closing of such sale or
                        disposition;

                  (vii) any provisions in joint venture agreements relating to
                        joint ventures that are not Restricted Subsidiaries and
                        other similar agreements entered into in the ordinary
                        course of business;

                  (viii) encumbrances or restrictions (a) contained in
                        indentures or other debt instruments or debt
                        arrangements Incurred by any Subsidiary Guarantor in
                        accordance with Section 3.2 that are not more materially
                        restrictive, taken as a whole, than those applicable to
                        the Company in either this Indenture or the Amended
                        Credit Facility on the date of this Indenture (which may
                        result in encumbrances or restrictions comparable to
                        those applicable to the Company at a Restricted
                        Subsidiary level) or (b) with respect to Restricted
                        Subsidiaries that are not Subsidiary Guarantors, that
                        are Incurred subsequent to the Issue Date pursuant to
                        clause (12) of the second paragraph of Section 3.2 by
                        Restricted Subsidiaries, provided that after giving
                        effect to such incurrence of Indebtedness under clause
                        (b) above, the Company would be permitted to incur at
                        least $1.00 of additional Indebtedness pursuant to the
                        Consolidated Coverage Ratio test set forth in the first
                        paragraph of Section 3.2;

                  (ix)  net worth provisions in leases and other agreements
                        entered into by the Company or any Restricted Subsidiary
                        in the ordinary course of business; and

                  (x)   encumbrances or restrictions arising or existing by
                        reason of applicable law or any applicable rule,
                        regulation or order.

            SECTION 3.5. Limitation on Sales of Assets and Subsidiary Stock. The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any Asset Disposition unless:

            (1)   the Company or such Restricted Subsidiary, as the case may be,
                  receives consideration at least equal to the fair market value
                  (such fair market value to be determined on the date of
                  contractually agreeing to such Asset

                                       67
<PAGE>

                  Disposition), as determined in good faith by the Board of
                  Directors of the Company (including as to the value of all
                  non-cash consideration), of the shares and assets subject to
                  such Asset Disposition;

            (2)   at least 75%, or 50% in the case of an Asset Disposition
                  relating to the Specified Real Estate, of the consideration
                  from such Asset Disposition received by the Company or such
                  Restricted Subsidiary, as the case may be, is in the form of
                  cash or Cash Equivalents; and

            (3)   an amount equal to 100% of the Net Available Cash from such
                  Asset Disposition is applied by the Company or such Restricted
                  Subsidiary, as the case may be:

                  (a)   first, to the extent the Company or any Restricted
                        Subsidiary, as the case may be, elects (or is required
                        by the terms of any Indebtedness), to prepay, repay or
                        purchase secured Indebtedness of the Company (other than
                        any Disqualified Stock or Subordinated Obligations) or
                        secured Indebtedness of a Wholly-Owned Subsidiary (other
                        than any Disqualified Stock or Guarantor Subordinated
                        Obligations of a Wholly-Owned Subsidiary that is a
                        Subsidiary Guarantor) (in each case other than
                        Indebtedness owed to the Company or an Affiliate of the
                        Company) within 360 days from the later of the date of
                        such Asset Disposition or the receipt of such Net
                        Available Cash; provided, however, that, in connection
                        with any prepayment, repayment or purchase of
                        Indebtedness pursuant to this clause (a), the Company or
                        such Restricted Subsidiary shall retire such
                        Indebtedness and shall cause the related commitment (if
                        any) to be permanently reduced in an amount equal to the
                        principal amount so prepaid, repaid or purchased; and

                  (b)   second, to the extent of the balance of such Net
                        Available Cash after application in accordance with
                        clause (a), to the extent the Company or such Restricted
                        Subsidiary elects, to invest in Additional Assets within
                        360 days from the later of the date of such Asset
                        Disposition or the receipt of such Net Available Cash;

            provided that pending the final application of any such Net
            Available Cash in accordance with clause (a) or clause (b) above,
            the Company and its Restricted Subsidiaries may temporarily reduce
            Indebtedness or otherwise invest such Net Available Cash in any
            manner not prohibited by this Indenture.

            Any Net Available Cash from Asset Dispositions that are not applied
or invested as provided in the preceding paragraph shall be deemed to constitute
"Excess Proceeds." On the 361st day after an Asset Disposition, if the aggregate
amount of Excess Proceeds exceeds $10.0 million, the Company shall be required
to make an offer ("Asset Disposition Offer") to all Holders of Securities and to
the extent required by the terms of other Pari Passu Indebtedness, to

                                       68
<PAGE>

all holders of other Pari Passu Indebtedness outstanding with similar provisions
requiring the Company to make an offer to purchase such Pari Passu Indebtedness
with the proceeds from any Asset Disposition ("Pari Passu Notes"), to purchase
the maximum principal amount of Securities and any such Pari Passu Notes to
which the Asset Disposition Offer applies that may be purchased out of the
Excess Proceeds, at an offer price in cash in an amount equal to 100% of the
principal amount of the Securities and Pari Passu Notes plus accrued and unpaid
interest to the date of purchase, in accordance with the procedures set forth in
this Indenture or the agreements governing the Pari Passu Notes, as applicable,
in each case in integral multiples of $1,000. Any Excess Proceeds not used by
the Company for the purchase of Securities and Pari Passu Notes validly tendered
and not properly withdrawn pursuant to an Asset Disposition Offer may be used by
the Company for general corporate purposes, subject to other covenants contained
in this Indenture. If the aggregate principal amount of Securities surrendered
by Holders thereof and other Pari Passu Notes surrendered by holders or lenders,
collectively, exceeds the amount of Excess Proceeds, the Trustee shall select
the Securities and Pari Passu Notes to be purchased on a pro rata basis on the
basis of the aggregate principal amount of tendered Securities and Pari Passu
Notes. Upon completion of such Asset Disposition Offer, the amount of Excess
Proceeds shall be reset at zero.

            The Asset Disposition Offer shall remain open for a period of 20
Business Days following its commencement, except to the extent that a longer
period is required by applicable law (the "Asset Disposition Offer Period"). No
later than five Business Days after the termination of the Asset Disposition
Offer Period (the "Asset Disposition Purchase Date"), the Company shall purchase
the principal amount of Securities and Pari Passu Notes required to be purchased
pursuant to this covenant (the "Asset Disposition Offer Amount") or, if less
than the Asset Disposition Offer Amount has been so validly tendered, all
Securities and Pari Passu Notes validly tendered in response to the Asset
Disposition Offer.

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

            On or before the Asset Disposition Purchase Date, the Company shall,
to the extent lawful, accept for payment, on a pro rata basis to the extent
necessary, the Asset Disposition Offer Amount of Securities and Pari Passu Notes
or portions of Securities and Pari Passu Notes so validly tendered and not
properly withdrawn pursuant to the Asset Disposition Offer, or if less than the
Asset Disposition Offer Amount has been validly tendered and not properly
withdrawn, all Securities and Pari Passu Notes so validly tendered and not
properly withdrawn, in each case in integral multiples of $1,000. The Company
shall deliver to the Trustee an Officers' Certificate stating that such
Securities or portions thereof were accepted for payment by the Company in
accordance with the terms of this covenant and, in addition, the Company shall
deliver all certificates and notes required, if any, by the agreements governing
the Pari Passu Notes. The Company or the Paying Agent, as the case may be, shall
promptly (but in any case not later than five Business Days after termination of
the Asset Disposition Offer Period) mail or deliver to each tendering Holder of
Securities or holder or lender of Pari Passu Notes, as the case may be, an
amount equal to the purchase price of the Securities or Pari Passu

                                       69
<PAGE>

Notes so validly tendered and not properly withdrawn by such holder or lender,
as the case may be, and accepted by the Company for purchase, and the Company
will promptly issue a new Security, and the Trustee, upon delivery of an
Officers' Certificate from the Company, shall authenticate and mail or deliver
such new Security to such Holder, in a principal amount equal to any unpurchased
portion of the Security surrendered; provided that each such new Security shall
be in a principal amount of $1,000 or an integral multiple of $1,000. In
addition, the Company shall take any and all other actions required by the
agreements governing the Pari Passu Notes. Any Security not so accepted shall be
promptly mailed or delivered by the Company to the Holder thereof. The Company
shall publicly announce the results of the Asset Disposition Offer on the Asset
Disposition Purchase Date.

            For the purposes of this covenant, the following shall be deemed to
be cash:

            (1)   the assumption by the transferee of Indebtedness (other than
                  Subordinated Obligations or Disqualified Stock) of the Company
                  or Indebtedness of a Wholly-Owned Subsidiary (other than
                  Guarantor Subordinated Obligations or Disqualified Stock of
                  any Wholly-Owned Subsidiary that is a Subsidiary Guarantor)
                  and the release of the Company or such Restricted Subsidiary
                  from all liability on such Indebtedness in connection with
                  such Asset Disposition (in which case the Company will,
                  without further action, be deemed to have applied such deemed
                  cash to Indebtedness in accordance with clause (a) above); and

            (2)   securities, notes or other obligations received by the Company
                  or any Restricted Subsidiary from the transferee that are
                  promptly converted by the Company or such Restricted
                  Subsidiary into cash.

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

            SECTION 3.6. Limitation on Liens. The Company shall not, and shall
not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any
of its property or assets (including Capital Stock of Restricted Subsidiaries),
whether owned on the date of this Indenture or acquired after that date, which
Lien is securing any Indebtedness, unless contemporaneously with the Incurrence
of such Liens effective provision is made to secure the Indebtedness due under
this Indenture and the Securities or, in respect of Liens on any Restricted
Subsidiary's property or assets, any Subsidiary Guarantee of such Restricted
Subsidiary, equally and ratably with (or prior to in the case of Liens with
respect to Subordinated Obligations or Guarantor Subordinated Obligations, as
the case may be) the Indebtedness secured by such Lien for so long as such
Indebtedness is so secured.

                                       70
<PAGE>

            SECTION 3.7. Limitation on Sale/Leaseback Transactions. The Company
shall not, and shall not permit any of its Restricted Subsidiaries to, enter
into any Sale/Leaseback Transaction with respect to any property unless:

            (1)   the Company or such Restricted Subsidiary, as the case may be,
                  receives consideration at the time of such Sale/Leaseback
                  Transaction at least equal to the fair market value (as
                  evidenced by a resolution of the Board of Directors of the
                  Company) of the property subject to such transaction;

            (2)   the Company or such Restricted Subsidiary could have Incurred
                  Indebtedness in an amount equal to the Attributable
                  Indebtedness in respect of such Sale/Leaseback Transaction
                  pursuant to Section 3.2;

            (3)   the Company or such Restricted Subsidiary would be permitted
                  to create a Lien on the property subject to such
                  Sale/Leaseback Transaction without securing the Securities
                  pursuant to Section 3.6; and

            (4)   the Sale/Leaseback Transaction is treated as an Asset
                  Disposition and all of the conditions of this Indenture
                  described in Section 3.5 (including the provisions concerning
                  the application of Net Available Cash) are satisfied with
                  respect to such Sale/Leaseback Transaction, treating all of
                  the consideration received in such Sale/Leaseback Transaction
                  as Net Available Cash for purposes of such covenant.

            SECTION 3.8. Limitation on Affiliate Transactions. The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, enter into or conduct any transaction (including the purchase, sale,
lease or exchange of any property or the rendering of any service) with any
Affiliate of the Company (an "Affiliate Transaction") unless:

            (1)   the terms of such Affiliate Transaction are no less favorable
                  to the Company or such Restricted Subsidiary, as the case may
                  be, than those that could be obtained in a comparable
                  transaction at the time of such transaction in arm's-length
                  dealings with a Person who is not such an Affiliate;

            (2)   in the event such Affiliate Transaction involves an aggregate
                  consideration in excess of $5.0 million, the terms of such
                  transaction have been approved by a majority of the members of
                  the Board of Directors of the Company and by a majority of the
                  members of such Board of Directors having no personal stake in
                  such transaction, if any (and such majority or majorities, as
                  the case may be, determines that such Affiliate Transaction
                  satisfies the criteria in clause (1) above); and

            (3)   in the event such Affiliate Transaction involves an aggregate
                  consideration in excess of $15.0 million, the Company has
                  received a written opinion from an independent investment
                  banking, accounting or appraisal firm of nationally recognized
                  standing that such Affiliate Transaction is not

                                       71
<PAGE>

                  materially less favorable than those that might reasonably
                  have been obtained in a comparable transaction at such time on
                  an arm's-length basis from a Person that is not an Affiliate.

            The preceding paragraph shall not apply to:

            (1)   any Restricted Payment (other than a Restricted Investment)
                  permitted to be made pursuant to Section 3.3;

            (2)   any issuance of securities, or other payments, awards or
                  grants in cash, securities or otherwise pursuant to, or the
                  funding of, employment agreements and other compensation
                  arrangements, options to purchase Capital Stock of the
                  Company, restricted stock plans, long-term incentive plans,
                  stock appreciation rights plans, participation plans or
                  similar employee benefits plans and/or indemnity provided on
                  behalf of officers and employees approved by the Board of
                  Directors of the Company;

            (3)   loans or advances to employees, officers or directors in the
                  ordinary course of business of the Company or any of its
                  Restricted Subsidiaries but in any event not to exceed $2.0
                  million in the aggregate outstanding (without giving effect to
                  the forgiveness of any such loan) at any one time with respect
                  to all loans or advances made since the Issue Date; provided,
                  however, that the Company and its Restricted Subsidiaries
                  shall comply in all material respects with all applicable
                  provisions of the Sarbanes-Oxley Act and the rules and
                  regulations promulgated in connection therewith in connection
                  with such loans or advances;

            (4)   any transaction between the Company and a Restricted
                  Subsidiary or between Restricted Subsidiaries and Guarantees
                  issued by the Company or a Restricted Subsidiary for the
                  benefit of the Company or a Restricted Subsidiary, as the case
                  may be, in accordance with Section 3.2;

            (5)   the payment of reasonable and customary fees paid to, and
                  indemnity provided on behalf of, directors of the Company or
                  any Restricted Subsidiary;

            (6)   the performance of obligations of the Company or any of its
                  Restricted Subsidiaries under the terms of any agreement to
                  which the Company or any of its Restricted Subsidiaries is a
                  party as of or on the Issue Date and identified in an annex to
                  this Indenture on the Issue Date, as these agreements may be
                  amended, modified, supplemented, extended or renewed from time
                  to time; provided, however, that any future amendment,
                  modification, supplement, extension or renewal entered into
                  after the Issue Date shall be permitted to the extent that its
                  terms are not more disadvantageous to the Holders of the
                  Securities than the terms of the agreements in effect on the
                  Issue Date; and

                                       72
<PAGE>

            (7)   the issuance of Capital Stock (other than Disqualified Stock)
                  of the Company to any Affiliate.

            SECTION 3.9. Limitation on Sale of Capital Stock of Restricted
Subsidiaries. The Company shall not, and shall not permit any Restricted
Subsidiary to, transfer, convey, sell, lease or otherwise dispose of any Voting
Stock of any Restricted Subsidiary or, with respect to a Restricted Subsidiary,
to issue any of its Voting Stock (other than, if necessary, shares of its Voting
Stock constituting directors' qualifying shares) to any Person except:

            (1)   to the Company or a Wholly-Owned Subsidiary; or

            (2)   in compliance with Section 3.5 and immediately after giving
                  effect to such issuance or sale, such Restricted Subsidiary
                  would continue to be a Restricted Subsidiary.

            Notwithstanding the preceding paragraph, the Company or any
Restricted Subsidiary may sell all the Voting Stock of a Restricted Subsidiary
as long as the Company or such Restricted Subsidiary complies with the terms of
Section 3.5.

            SECTION 3.10. Change of Control. Upon the occurrence of a Change of
Control, unless the Company has exercised its right to redeem all of the
Securities pursuant to Article V, each Holder of Securities shall have the right
to require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder's Securities at a purchase price in
cash equal to 101% of the principal amount of the Securities plus accrued and
unpaid interest, if any, to the date of purchase (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date).

            Within 30 days following any Change of Control, unless the Company
has exercised its right to redeem all of the Securities pursuant to Article V,
the Company shall mail a notice (the "Change of Control Offer") 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
                  Securities at a purchase price in cash equal to 101% of the
                  principal amount of such Securities plus accrued and unpaid
                  interest, if any, to the date of purchase (subject to the
                  right of Holders of record on a record date to receive
                  interest on the relevant interest payment date) (the "Change
                  of Control Payment");

            (2)   the repurchase date (which shall be no earlier than 30 days
                  nor later than 60 days from the date such notice is mailed)
                  (the "Change of Control Payment Date"); and

            (3)   the procedures determined by the Company, consistent with this
                  Indenture, that a Holder must follow in order to have its
                  Securities repurchased.

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

                                       73
<PAGE>

            (1)   accept for payment all Securities or portions of Securities
                  (in integral multiples of $1,000) properly tendered pursuant
                  to the Change of Control Offer;

            (2)   deposit with the paying agent an amount equal to the Change of
                  Control Payment in respect of all Securities or portions of
                  Securities so tendered; and

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

The Paying Agent shall promptly mail to each Holder of Securities so tendered
the Change of Control Payment for such Securities, and the Trustee shall
promptly authenticate and mail (or cause to be transferred by book entry) to
each Holder a new Security equal in principal amount to any unpurchased portion
of the Securities surrendered, if any; provided that each such new Security
shall be in a principal amount of $1,000 or an integral multiple thereof.

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

            Prior to mailing a Change of Control Offer, and as a condition to
such mailing (i) the requisite holders of each issue of Indebtedness issued
under an indenture or other agreement that may be violated by such payment shall
have consented to such Change of Control Offer being made and waived the event
of default, if any, caused by the Change of Control or (ii) the Company shall
repay all outstanding Indebtedness issued under an indenture or other agreement
that may be violated by a payment to the Holders of Securities under a Change of
Control Offer or (iii) the Company must offer to repay all such Indebtedness,
and make payment to the holders of such Indebtedness that accept such offer, and
obtain waivers of any event of default from the remaining holders of such
Indebtedness. The Company covenants to effect such repayment or obtain such
consent within 30 days following any Change of Control, it being a default of
the Change of Control provisions of this Indenture if the Company fails to
comply with such covenant.

            The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements set
forth in this Indenture applicable to a Change of Control Offer made by the
Company and purchases all Securities validly tendered and not withdrawn under
such Change of Control Offer.

            The Company shall comply, to the extent applicable, with the
requirements of Section 14(e) of the Exchange Act and any other securities laws
or regulations in connection with the repurchase of Securities pursuant to this
covenant. To the extent that the provisions of

                                       74
<PAGE>

any securities laws or regulations conflict with provisions of this Indenture,
the Company shall comply with the applicable securities laws and regulations and
shall not be deemed to have breached its obligations described in this Indenture
by virtue of the conflict.

            SECTION 3.11. SEC Reports. Notwithstanding that the Company may not
be subject to the reporting requirements of Section 13 or 15(d) of the Exchange
Act, to the extent permitted by the Exchange Act, the Company shall file with
the SEC, and make available to the Trustee and the registered Holders of the
Securities, the annual reports and the information, documents and other reports
(or copies of such portions of any of the foregoing as the SEC may by rules and
regulations prescribe) that are specified in Sections 13 and 15(d) of the
Exchange Act within the time periods specified therein. In the event that the
Company is not permitted to file such reports, documents and information with
the SEC pursuant to the Exchange Act, the Company shall nevertheless make
available such Exchange Act information to the Trustee and the Holders of the
Securities as if the Company were subject to the reporting requirements of
Section 13 or 15(d) of the Exchange Act within the time periods specified
therein.

            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 a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
to the financial statements and in Management's Discussion and Analysis of
Results of Operations and Financial Condition, of the financial condition and
results of operations of the Company and its Restricted Subsidiaries.

            SECTION 3.12. Future Subsidiary Guarantors. After the Issue Date,
the Company shall cause each Restricted Subsidiary that Guarantees any
Indebtedness of the Company or any of the Subsidiary Guarantors to execute and
deliver to the Trustee a supplemental indenture pursuant to which such
Restricted Subsidiary will unconditionally Guarantee, on a joint and several
basis, the full and prompt payment of the principal of, premium, if any, and
interest on the Securities on a senior basis and all other obligations under
this Indenture. Notwithstanding the foregoing, if a Subsidiary Guarantor,
including any Subsidiary Guarantor existing on the Issue Date, is released and
discharged in full from all of its obligations under Guarantees of (1) each
Credit Facility and related documentation and (2) all other Indebtedness of the
Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of such
Subsidiary Guarantor shall be automatically and unconditionally released or
discharged; provided, that such Restricted Subsidiary has not Incurred any
Indebtedness in reliance on its status as a Subsidiary Guarantor pursuant to
Section 3.2 unless such Subsidiary Guarantor's obligations under such
Indebtedness so Incurred are satisfied in full and discharged.

            SECTION 3.13. Maintenance of Office or Agency. The Company shall
maintain an office or agency where the Securities may be presented or
surrendered for payment, where, if applicable, the Securities may be surrendered
for registration of transfer or exchange and where notices and demands to or
upon the Company in respect of the Securities and this Indenture may be served.
The agency of BNY Midwest Trust Company (the "Agent") currently located at 2
North LaSalle Street, Suite 1020, Chicago, Illinois 60602 shall be such office
or agency of the Company, unless the Company shall designate and maintain some
other office or agency for one or more of such purposes. The Company shall give
prompt written notice to the Trustee of any change in the location of any such
office or agency. If at any time the Company

                                       75
<PAGE>

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 Agent of the Trustee, and the
Company hereby appoints the Trustee as its agent to receive all such
presentations, surrenders, notices and demands.

            The Company may also from time to time designate one or more other
offices or agencies where the Securities may be presented or surrendered for any
or all such purposes and may from time to time rescind any such designation. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and any change in the location of any such other office or agency.

            SECTION 3.14. Corporate Existence. Except as otherwise provided in
this Article III, Article IV and Section 10.2(b), the Company shall do or cause
to be done all things necessary to preserve and keep in full force and effect
its corporate existence and the corporate, partnership, limited liability
company or other existence of each Subsidiary Guarantor in accordance with their
respective organizational documents (as the same may be amended from time to
time) and the rights (charter and statutory) licenses and franchises of the
Company and each such Subsidiary Guarantor; provided, however, that the Company
shall not be required to preserve any such right, license or franchise or the
corporate, partnership, limited liability company or other existence of any
Subsidiary Guarantor 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 each of its Restricted Subsidiaries, taken as a
whole, and that the loss thereof is not, and will not be, disadvantageous in any
material respect to the Holders; provided, further, that the foregoing shall not
prohibit a sale, transfer, or conveyance of a Restricted Subsidiary or any of
its assets in compliance with the terms of this Indenture.

            SECTION 3.15. Payment of Taxes and Other Claims. The Company shall
pay or discharge or cause to be paid or discharged, before the same shall become
delinquent, (i) all material taxes, assessments and governmental charges levied
or imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary and (ii) all lawful claims for labor,
materials and supplies, which, if unpaid, might by law become a material
liability or lien upon the property of the Company or any Subsidiary; provided,
however, that the Company shall not be required to pay or discharge or cause to
be paid or discharged any such tax, assessment, charge or claim the amount,
applicability or validity of which is being contested in good faith by
appropriate proceedings and for which appropriate reserves, if necessary (in the
good faith judgment of management of the Company), are being maintained in
accordance with GAAP or where the failure to effect such payment will not be
disadvantageous to the Holders.

            SECTION 3.16. Payments for Consent. Neither the Company nor any of
its Restricted Subsidiaries shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fees or otherwise, to any
Holder of any Securities for or as an inducement to any consent, waiver or
amendment of any of the terms or provisions of this Indenture or the Securities
unless such consideration is offered to be paid or is paid to all Holders of the
Securities that consent, waive or agree to amend in the time frame set forth in
the solicitation documents relating to such consent, waiver or amendment.

                                       76
<PAGE>

            SECTION 3.17. Compliance Certificate. The Company shall deliver to
the Trustee within 120 days after the end of each Fiscal Year of the Company an
Officers' Certificate stating that in the course of the performance by the
signers of their duties as Officers of the Company they would normally have
knowledge of any Default or Event of Default and whether or not the signers know
of any Default or Event of Default that occurred during the previous Fiscal
Year. If they do, the certificate shall describe the Default or Event of
Default, its status and the action the Company is taking or proposes to take
with respect thereto. The Company also shall comply with TIA Section 314(a)(4).

            SECTION 3.18. Further Instruments and Acts. Upon request of the
Trustee, or as necessary, the Company shall execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.

            SECTION 3.19. Limitation on Lines of Business. The Company shall
not, and shall not permit any Restricted Subsidiary to, engage in any business
other than a Related Busine

            SECTION 3.20. Statement by Officers as to Default. The Company shall
deliver to the Trustee, as soon as possible and in any event within 30 days
after the occurrence of any Event of Default or an event which, with notice or
the lapse of time or both, would constitute an Event of Default, an Officers'
Certificate setting forth the details of such Event of Default or Default, its
status and the actions which the Company are taking or propose to take with
respect thereto.

                                   ARTICLE IV

                                SUCCESSOR COMPANY

            SECTION 4.1. Merger and Consolidation. The Company shall not
consolidate with or merge with or into, or convey, transfer or lease all or
substantially all its assets to, any Person, unless:

            (1)   the resulting, surviving or transferee Person (the "Successor
                  Company") will be a corporation organized and existing under
                  the laws of the United States of America, any State of the
                  United States or the District of Columbia and the Successor
                  Company (if not the Company) will expressly assume, by
                  supplemental indenture, executed and delivered to the Trustee,
                  in form satisfactory to the Trustee, all the obligations of
                  the Company under the Securities and this Indenture;

            (2)   immediately after giving effect to such transaction (and
                  treating any Indebtedness that becomes an obligation of the
                  Successor Company or any Subsidiary of the Successor Company
                  as a result of such transaction as having been Incurred by the
                  Successor Company or such Subsidiary at the

                                       77
<PAGE>

                  time of such transaction), no Default or Event of Default
                  shall have occurred and be continuing;

            (3)   immediately after giving effect to such transaction, the
                  Successor Company would be able to Incur at least an
                  additional $1.00 of Indebtedness pursuant to the first
                  paragraph of Section 3.2;

            (4)   each Subsidiary Guarantor (unless it is the other party to the
                  transactions above, in which case clause (1) shall apply)
                  shall have by supplemental indenture confirmed that its
                  Subsidiary Guarantee shall apply to such Person's obligations
                  in respect of this Indenture and the Securities and its
                  obligations under the Registration Rights Agreement shall
                  continue to be in effect; and

            (5)   the Company shall have delivered to the Trustee an Officers'
                  Certificate and an Opinion of Counsel, each stating that such
                  consolidation, merger or transfer and such supplemental
                  indenture (if any) comply with this Indenture.

For purposes of this Section 4.1, the sale, lease, conveyance, assignment,
transfer or other disposition of all or substantially all of the properties and
assets of one or more Subsidiaries of the Company, which properties and assets,
if held by the Company instead of such Subsidiaries, would constitute all or
substantially all of the properties and assets of the Company on a consolidated
basis, shall be deemed to be the transfer of all or substantially all of the
properties and assets of the Company.

            The predecessor company shall be released from its obligations under
this Indenture and the Successor Company shall succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture, but, in the case of a lease of all or substantially all its assets,
the predecessor Company shall not be released from the obligation to pay the
principal of and interest on the Securities.

            Notwithstanding the preceding clause (3), (x) any Restricted
Subsidiary may consolidate with, merge into or transfer all or part of its
properties and assets to the Company and (y) the Company may merge with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax benefits; provided that, in the case of a
Restricted Subsidiary that merges into the Company, the Company shall not be
required to comply with the preceding clause (5).

                                   ARTICLE V

                            REDEMPTION OF SECURITIES

            SECTION 5.1. Redemption. The Securities may be redeemed, as a whole
or from time to time in part, subject to the conditions and at the redemption
prices specified in

                                       78
<PAGE>

paragraph 5 of the form of Securities set forth in Exhibit A and Exhibit B
hereto, which are hereby incorporated by reference and made a part of this
Indenture, together with accrued and unpaid interest, if any, to the Redemption
Date.

            SECTION 5.2. Applicability of Article. Redemption of Securities at
the election of the Company or otherwise, as permitted or required by any
provision of this Indenture, shall be made in accordance with such provision and
this Article.

            SECTION 5.3. Election to Redeem; Notice to Trustee. The election of
the Company to redeem any Securities pursuant to Section 5.1 shall be evidenced
by a Board Resolution of the Company. In case of any redemption at the election
of the Company, the Company shall, upon not later than the earlier of the date
that is 45 days prior to the Redemption Date fixed by the Company or the date on
which notice is given to the Holders (except as provided in Section 5.5 or
unless a shorter notice shall be satisfactory to the Trustee), notify the
Trustee of such Redemption Date and of the principal amount of Securities to be
redeemed and shall deliver to the Trustee such documentation and records as
shall enable the Trustee to select the Securities to be redeemed pursuant to
Section 5.4. Any such notice may be cancelled at any time prior to notice of
such redemption being mailed to any Holder and shall thereby be void and of no
effect.

            SECTION 5.4. Selection by Trustee of Securities to Be Redeemed. If
less than all the Securities are to be redeemed at any time pursuant to an
optional redemption, the particular Securities to be redeemed shall be selected
not more than 60 days prior to the Redemption Date by the Trustee, from the
outstanding Securities not previously called for redemption, in compliance with
the requirements of the principal national securities exchange, if any, on which
such Securities are listed, or, if such Securities are not so listed, on a pro
rata basis among the classes of Securities, by lot or by such other method as
the Trustee in its sole discretion shall deem fair and appropriate (and in such
manner as complies with applicable legal requirements) and which may provide for
the selection for redemption of portions of the principal of the Securities;
provided, however, that no such partial redemption shall reduce the portion of
the principal amount of a Security not redeemed to less than $1,000.

            The Trustee shall promptly notify the Company in writing of the
Securities selected for redemption and, in the case of any Securities selected
for partial redemption, the method it has chosen for the selection of Securities
and the principal amount thereof to be redeemed.

            For all purposes of this Indenture, unless the context otherwise
requires, all provisions relating to redemption of Securities shall relate, in
the case of any Security redeemed or to be redeemed only in part, to the portion
of the principal amount of such Security which has been or is to be redeemed.

            SECTION 5.5. Notice of Redemption. Notice of redemption shall be
given in the manner provided for in Section 11.2 not less than 30 nor more than
60 days prior to the Redemption Date, to each Holder of Securities to be
redeemed. At the Company's request, the Trustee shall give notice of redemption
in the Company's name and at the Company's expense; provided, however, that the
Company shall deliver to the Trustee, at least 45 days prior to the

                                       79
<PAGE>

Redemption Date, an Officers' Certificate requesting that the Trustee give such
notice at the Company's expense and the form of notice that shall include the
following items.

            All notices of redemption shall state:

            (1) the Redemption Date,

            (2) the redemption price and the amount of accrued interest to the
      Redemption Date payable as provided in Section 5.7, if any,

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

            (4) in case any Security is to be redeemed in part only, the notice
      which relates to such Security shall state that on and after the
      Redemption Date, upon surrender of such Security, the Holder will receive,
      without charge, a new Security or Securities of authorized denominations
      for the principal amount thereof remaining unredeemed,

            (5) that on the Redemption Date the redemption price (and accrued
      interest, if any, to the Redemption Date payable as provided in Section
      5.7) will become due and payable upon each such Security, or the portion
      thereof, to be redeemed, and, unless the Company defaults in making the
      redemption payment, that interest on Securities called for redemption (or
      the portion thereof) will cease to accrue on and after said date,

            (6) the place or places where such Securities are to be surrendered
      for payment of the redemption price and accrued interest, if any,

            (7) the name and address of the Paying Agent,

            (8) that Securities called for redemption must be surrendered to the
      Paying Agent to collect the redemption price,

            (9) the CUSIP, Common Code and ISIN numbers, if applicable, and that
      no representation is made as to the accuracy or correctness of the CUSIP,
      Common Code and ISIN numbers, if applicable, if any, listed in such notice
      or printed on the Securities, and

            (10) the paragraph of the Securities pursuant to which the
      Securities are to be redeemed.

            SECTION 5.6. Deposit of Redemption Price. Prior to 10:00 a.m., New
York City time, on any Redemption Date, the Company shall deposit with the
Trustee or with a Paying Agent (or, if the Company or any of the Company's
Subsidiaries is acting as its own Paying Agent, segregate and hold in trust as
provided in Section 2.4) an amount of money sufficient to pay the redemption
price of, and accrued interest on, all the Securities which are to be redeemed
on that date, other than Securities or portions of Securities called for
redemption that are

                                       80
<PAGE>

beneficially owned by the Company and have been delivered by the Company to the
Trustee for cancellation.

            SECTION 5.7. Securities Payable on Redemption Date. Notice of
redemption having been given as aforesaid, the Securities or portions of
Securities so to be redeemed shall, on the Redemption Date, become due and
payable at the redemption price therein specified (together with accrued
interest, if any, to the Redemption Date), and on and after such date (unless
the Company shall default in the payment of the redemption price and accrued
interest) such Securities shall cease to bear interest and the only right of the
Holders thereof will be to receive payment of the redemption price and, subject
to the next sentence, unpaid interest on such Securities to the Redemption Date.
Upon surrender of any such Security for redemption in accordance with said
notice, such Security shall be paid by the Company at the redemption price,
together with accrued interest, if any, to the Redemption Date (subject to the
rights of Holders of record on the relevant record date to receive interest due
on the relevant interest payment date).

            If any Security called for redemption shall not be so paid upon
surrender thereof for redemption, the unpaid principal (and premium, if any)
shall, until paid, bear interest from the Redemption Date at the rate borne by
the Securities.

            SECTION 5.8. Securities Redeemed in Part. Any Security which is to
be redeemed only in part (pursuant to the provisions of this Article) shall be
surrendered at the office or agency of the Company maintained for such purpose
pursuant to Section 3.13 (with, if the Company or the Trustee so require, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by the Holder thereof or such Holder's
attorney duly authorized in writing), and the Company shall execute, and the
Trustee shall authenticate and make available for delivery to the Holder of such
Security at the expense of the Company, a new Security or Securities, of any
authorized denomination as requested by such Holder, in an aggregate principal
amount equal to and in exchange for the unredeemed portion of the principal of
the Security so surrendered, provided, that each such new Security will be in a
principal amount of $1,000 or integral multiple thereof.

                                   ARTICLE VI

                              DEFAULTS AND REMEDIES

            SECTION 6.1. Events of Default. Each of the following constitutes an
"Event of Default":

            (1)   default in any payment of interest or additional interest (as
                  required by the Registration Rights Agreement) on any Security
                  when due, continued for 30 days;

            (2)   default in the payment of principal of or premium, if any, on
                  any Security when due at its Stated Maturity, upon optional
                  redemption, upon required repurchase, upon declaration or
                  otherwise;

                                       81
<PAGE>

            (3)   failure by the Company or any Subsidiary Guarantor to comply
                  with its obligations under Section 4.1 or clause (b) of
                  Section 10.2, respectively;

            (4)   failure by the Company or any Restricted Subsidiary to comply
                  for 30 days after notice with any of its obligations under
                  Section 3.2 through Section 3.12 inclusive, Section 3.16 and
                  Section 3.19 (in each case, other than a failure to purchase
                  Securities which will constitute an Event of Default under
                  clause (2) above);

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

            (6)   default under any mortgage, indenture or instrument under
                  which there may be issued or by which there may be secured or
                  evidenced any Indebtedness for money borrowed by the Company
                  or any of its Restricted Subsidiaries (or the payment of which
                  is guaranteed by the Company or any of its Restricted
                  Subsidiaries or is recourse to the Company or its Restricted
                  Subsidiaries, by contract or operation of law), other than
                  Indebtedness owed to the Company or a Restricted Subsidiary,
                  whether such Indebtedness or guarantee now exists, or is
                  created after the date of this Indenture, which default:

                  (a)   is caused by a failure to pay principal of, or interest
                        or premium, if any, on such Indebtedness within the
                        grace period provided in such Indebtedness ("payment
                        default"); or

                  (b)   results in the acceleration of such Indebtedness prior
                        to its maturity (the "cross acceleration provision");

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there has been a payment default
                  or the maturity of which has been so accelerated, aggregates
                  $5.0 million or more;

            (7)   (a)   the Company or a Significant Subsidiary or group of
                  Restricted Subsidiaries that, taken together (as of the latest
                  audited consolidated financial statements for the Company and
                  its Restricted Subsidiaries), would constitute a Significant
                  Subsidiary pursuant to or within the meaning of any Bankruptcy
                  Law:

                        (i)   commences a voluntary case or proceeding;

                        (ii)  consents to the entry of judgment, decree or order
                              for relief against it in an involuntary case or
                              proceeding;

                        (iii) consents to the appointment of a Custodian of it
                              or for any substantial part of its property;

                                       82
<PAGE>

                        (iv)  makes a general assignment for the benefit of its
                              creditors;

                        (v)   consents to or acquiesces in the institution of a
                              bankruptcy or an insolvency proceeding against it;

                        (vi)  takes any corporate action to authorize or effect
                              any of the foregoing; or

                        (vii) takes any comparable action under any foreign laws
                              relating to insolvency; or

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

                        (i)   is for relief in an involuntary case against the
                              Company or a Significant Subsidiary or group of
                              Restricted Subsidiaries that, taken together (as
                              of the latest audited consolidated financial
                              statements for the Company and its Restricted
                              Subsidiaries), would constitute a Significant
                              Subsidiary pursuant to or within the meaning of
                              any Bankruptcy Law;

                        (ii)  appoints a Custodian for all or substantially all
                              of the property of the Company or a Significant
                              Subsidiary or group of Restricted Subsidiaries
                              that, taken together (as of the latest audited
                              consolidated financial statements for the Company
                              and its Restricted Subsidiaries), would constitute
                              a Significant Subsidiary pursuant to or within the
                              meaning of any Bankruptcy Law; or

                        (iii) orders the winding up or liquidation of the
                              Company or a Significant Subsidiary or group of
                              Restricted Subsidiaries that, taken together (as
                              of the latest audited consolidated financial
                              statements for the Company and its Restricted
                              Subsidiaries), would constitute a Significant
                              Subsidiary pursuant to or within the meaning of
                              any Bankruptcy Law; and

                        (iv)  in each case the order, decree or relief remains
                              unstayed and in effect for 60 days;

            (8)   failure by the Company or any Significant Subsidiary or group
                  of Restricted Subsidiaries that, taken together (as of the
                  latest audited consolidated financial statements for the
                  Company and its Restricted Subsidiaries), would constitute a
                  Significant Subsidiary to pay final judgments aggregating in
                  excess of $5.0 million (net of any amounts that a reputable
                  and creditworthy insurance company has acknowledged liability

                                       83
<PAGE>

                  for in writing), which judgments are not paid, discharged or
                  stayed for a period of 60 days; or

            (9)   any Subsidiary Guarantee ceases to be in full force and effect
                  (except as contemplated by the terms of this Indenture) or is
                  declared null and void in a judicial proceeding or any
                  Subsidiary Guarantor denies or disaffirms its obligations
                  under this Indenture or its Subsidiary Guarantee, and such
                  Default continues for a period of 10 days.

However, a default under clauses (4) and (5) of this paragraph shall not
constitute an Event of Default until the Trustee or the Holders of 25% in
principal amount of the outstanding Securities notify the Company of the default
and the Company does not cure such default within the time specified in clauses
(4) and (5) of this paragraph after receipt of such notice.

            The foregoing shall constitute Events of Default whatever the reason
for any 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.

            In the case of any Event of Default occurring by reason of any
willful action (or inaction) taken (or not taken) by or on behalf of the Company
or any Subsidiary Guarantor with the intention of avoiding payment of the
premium that the Company would have had to pay if the Company then had elected
to redeem the Securities pursuant to the optional redemption provisions of this
Indenture or was required to repurchase the Securities, an equivalent premium
shall also become and be immediately due and payable to the extent permitted by
law upon the acceleration of the Securities. If an Event of Default occurs prior
to June 1, 2008 by reason of any willful action (or inaction) taken (or not
taken) by or on behalf of the Company or any Subsidiary Guarantor with the
intention of avoiding the prohibition on redemption of the Securities prior to
June 1, 2008, the premium specified in this Indenture shall also become
immediately due and payable to the extent permitted by law upon the acceleration
of the Securities.

            SECTION 6.2. Acceleration. If an Event of Default (other than an
Event of Default described in clause (7) of Section 6.1) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least 25%
in principal amount of the outstanding Securities by notice to the Company and
the Trustee, may, and the Trustee at the request of such Holders shall, declare
the principal of, premium, if any, and accrued and unpaid interest, if any, on
all the Securities to be due and payable. Upon such a declaration, such
principal, premium and accrued and unpaid interest shall be due and payable
immediately.

            In the event of a declaration of acceleration of the Securities
because an Event of Default described in clause (6) of Section 6.1 has occurred
and is continuing, the declaration of acceleration of the Securities shall be
automatically annulled if the event of default or payment default triggering
such Event of Default pursuant to clause (6) of Section 6.1 shall be remedied or
cured by the Company or a Restricted Subsidiary or waived by the holders of the
relevant Indebtedness within 20 days after the declaration of acceleration with
respect thereto and if (1) the annulment of the acceleration of the Securities
would not conflict with any judgment or

                                       84
<PAGE>

decree of a court of competent jurisdiction and (2) all existing Events of
Default, except nonpayment of principal, premium or interest on the Securities
that became due solely because of the acceleration of the Securities, have been
cured or waived.

            If an Event of Default described in clause (7) of Section 6.1 occurs
and is continuing, the principal of, premium, if any, and accrued and unpaid
interest on all the Securities shall become and be immediately due and payable
without any declaration or other act on the part of the Trustee or any Holders.

            SECTION 6.3. 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) or
interest on the Securities or to enforce the performance of any provision of the
Securities or this Indenture.

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

            SECTION 6.4. Waiver of Past Defaults. The Holders of a majority in
principal amount of the outstanding Securities by notice to the Trustee may (a)
waive, by their consent (including, without limitation, consents obtained in
connection with a purchase of, or tender offer or exchange offer for,
Securities), an existing Default or Event of Default and its consequences,
except a Default or Event of Default in the payment of the principal of, or
premium, if any, or interest on a Security, and (b) rescind any such
acceleration with respect to the Securities and its consequences if (1)
rescission would not conflict with any judgment or decree of a court of
competent jurisdiction and (2) all existing Events of Default, other than the
nonpayment of the principal of, premium, if any, and interest on the Securities
that have become due solely by such declaration of acceleration, have been cured
or waived. When a Default or Event of Default is waived, it is deemed cured, but
no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any consequent right.

            SECTION 6.5. Control by Majority. The Holders of a majority in
principal amount of the outstanding Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Sections 7.1 and 7.2, that the Trustee determines is unduly
prejudicial to the rights of other Securityholders or would involve the Trustee
in personal liability; provided, however, that the Trustee may take any other
action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

            SECTION 6.6. Limitation on Suits. Subject to the provisions of this
Indenture relating to the duties of the Trustee, if an Event of Default occurs
and is continuing, the Trustee

                                       85
<PAGE>

shall be under no obligation to exercise any of the rights or powers under this
Indenture at the request or direction of any of the Holders unless such Holders
have offered to the Trustee reasonable indemnity or security satisfactory to it
against any loss, liability or expense. Except to enforce the right to receive
payment of principal, premium, if any, or interest when due, no Holder may
pursue any remedy with respect to this Indenture or the Securities unless:

            (1) such Holder has previously given the Trustee notice that an
      Event of Default is continuing;

            (2) Holders of at least 25% in principal amount of the outstanding
      Securities have requested the Trustee to pursue the remedy;

            (3) such Holders have offered the Trustee reasonable security or
      indemnity satisfactory to it against any loss, liability or expense;

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

            (5) the Holders of a majority in principal amount of the outstanding
      Securities have not given the Trustee a direction that, in the opinion of
      the Trustee, is inconsistent with such request within such 60-day period.

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

            SECTION 6.7. Rights of Holders to Receive Payment. Notwithstanding
any other provision of this Indenture (including, without limitation, Section
6.6), the right of any Holder to receive payment of principal of, premium, if
any, or interest on the Securities held by such Holder, on or after the
respective due dates expressed in the Securities, or to bring suit for the
enforcement of any such payment on or after such respective dates, shall not be
impaired or affected without the consent of such Holder.

            SECTION 6.8. Collection Suit by Trustee. If an Event of Default
specified in clauses (1) or (2) of Section 6.1 occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.7.

            SECTION 6.9. 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 the Securityholders allowed in any judicial
proceedings relative to the Company, its Subsidiaries or its or their respective
creditors or properties and, unless prohibited by law or applicable regulations,
may be entitled and empowered to participate as a member of any official
committee of creditors appointed in such matter and may vote on behalf of the
Holders in any election of a trustee in bankruptcy or other Person performing
similar functions, and any Custodian in any such judicial

                                       86
<PAGE>

proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.7.

            SECTION 6.10. Priorities. If the Trustee collects any money or
property pursuant to this Article VI, it shall pay out the money or property in
the following order:

            FIRST: to the Trustee for amounts due under Section 7.7;

            SECOND: to Securityholders for amounts due and unpaid on the
      Securities for principal, premium, if any, and interest, ratably, without
      preference or priority of any kind, according to the amounts due and
      payable on the Securities for principal and interest, respectively; and

            THIRD: to the Company.

            The Trustee may fix a record date and payment date for any payment
to Securityholders pursuant to this Section. At least 15 days before such record
date, the Company shall mail to each Securityholder and the Trustee a notice
that states the record date, the payment date and amount to be paid.

            SECTION 6.11. Undertaking for Costs. In any suit for the enforcement
of any right or remedy under this Indenture or in any suit against the Trustee
for any action taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an undertaking to pay
the costs of the suit, and the court in its discretion may assess reasonable
costs, including reasonable attorneys' fees 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 does not apply to a
suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit by
Holders of more than 10% in outstanding principal amount of the Securities.

                                  ARTICLE VII

                                     TRUSTEE

            SECTION 7.1. Duties of Trustee. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise 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 circumstances
in the conduct of such Person's own affairs.

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

                                       87
<PAGE>

            (1) the Trustee undertakes to perform such duties and only such
      duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Trustee; and

            (2) in the absence of bad faith on its part, the Trustee may
      conclusively rely, as to the truth of the statements and the correctness
      of the opinions expressed therein, upon certificates, opinions or orders
      furnished to the Trustee and conforming to the requirements of this
      Indenture. However, in the case of any such certificates or opinions which
      by any provisions hereof are specifically required to be furnished to the
      Trustee, the Trustee shall examine such certificates and opinions to
      determine whether or not they conform to the requirements of this
      Indenture (but need not confirm or investigate the accuracy of
      mathematical calculations or other facts stated therein).

            (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;

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

            (3) the Trustee shall not be liable with respect to any action it
      takes or omits to take in good faith in accordance with a direction
      received by it pursuant to Section 6.5.

            (d) 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.

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

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

            (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA.

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

            (i) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of
any of the Holders unless such Holders shall have offered to the Trustee
reasonable security or indemnity satisfactory to it, in its

                                       88
<PAGE>

sole discretion, against the costs, expenses (including reasonable attorneys'
fees and expenses) and liabilities that might be incurred by it in compliance
with such request or direction.

            SECTION 7.2. Rights of Trustee. Subject to Section 7.1:

            (a) 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. The Trustee shall receive
and retain financial reports and statements of the Company as provided herein,
but shall have no duty to review or analyze such reports or statements to
determine compliance under covenants or other obligations of the Company.

            (b) Before the Trustee acts or refrains from acting, it may require
an Officers' Certificate and/or an Opinion of Counsel. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on an
Officers' Certificate or Opinion of Counsel.

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

            (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith which it believes to be authorized or within its rights or
powers, unless the Trustee's conduct constitutes willful misconduct or
negligence.

            (e) The Trustee may consult with counsel of its selection, and the
advice or opinion of counsel with respect to legal matters relating to this
Indenture and the Securities 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.

            (f) The Trustee shall not be deemed to have notice of any Default or
Event of Default unless a Trust 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 specified
in Section 11.2, and such notice references the Securities and this Indenture.

            (g) 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 to each agent, custodian and other Person
employed to act hereunder.

            (h) The Trustee shall not be deemed to have knowledge of any fact or
matter unless such fact or matter is known to a Trust Officer of the Trustee.

            (i) 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 request, and in the absence of bad faith
or willful misconduct on its part, rely upon an Officers' Certificate and an
Opinion of Counsel.

                                       89
<PAGE>

            SECTION 7.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Securities
and may otherwise deal with the Company, Subsidiary Guarantors or their
Affiliates with the same rights it would have if it were not Trustee. Any Paying
Agent, Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Trustee must comply with Sections 7.10 and 7.11. In
addition, the Trustee shall be permitted to engage in transactions with the
Company; provided, however, that if the Trustee acquires any conflicting
interest, as defined in TIA Section 310(b), the Trustee must (i) eliminate such
conflict within 90 days of acquiring such conflicting interest, (ii) apply to
the SEC for permission to continue acting as Trustee or (iii) resign.

            SECTION 7.4. 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 Securities, shall not be accountable for the Company's use
of the proceeds from the sale of the Securities, shall not be responsible for
the use or application of any money received by any Paying Agent other than the
Trustee or any money paid to the Company pursuant to the terms of this Indenture
and shall not be responsible for any statement of the Company in this Indenture
or in any document issued in connection with the sale of the Securities or in
the Securities other than the Trustee's certificate of authentication.

            SECTION 7.5. Notice of Defaults. If a Default or Event of Default
occurs and is continuing and if a Trust Officer has actual knowledge thereof,
the Trustee shall mail by first class mail to each Securityholder at the address
set forth in the Securities Register notice of the Default or Event of Default
within the earlier of 90 days after it occurs or 30 days after it is actually
known to a Trust Officer or written notice of it is received by the Trustee.
Except in the case of a Default or Event of Default in payment of principal of,
premium, if any, or interest on any Security (including payments pursuant to the
optional redemption or required repurchase provisions of such Security, if any),
the Trustee may withhold the notice if and so long as its board of directors, a
committee of its board of directors or a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Securityholders.

            SECTION 7.6. Reports by Trustee to Holders. As promptly as
practicable after each May 15 following the date of this Indenture beginning May
15, 2005, and in any event prior to June 15 in each year, the Trustee shall mail
to each Securityholder a brief report dated as of such mail date that complies
with TIA Section 313(a) if and to the extent required thereby. The Trustee also
shall comply with TIA Section 313(b) and TIA Section 313(c).

            A copy of each report at the time of its mailing to Securityholders
shall be filed with the SEC and each stock exchange (if any) on which the
Securities are listed. The Company agrees to notify promptly the Trustee
whenever the Securities become listed on any stock exchange and of any delisting
thereof and the Trustee shall comply with TIA Section 313(d).

            SECTION 7.7. Compensation and Indemnity. The Company shall pay to
the Trustee from time to time reasonable compensation for its acceptance of this
Indenture and services hereunder as the Company and the Trustee shall from time
to time agree in writing. The Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Company shall
reimburse the Trustee upon request for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, costs of preparing and

                                       90
<PAGE>

reviewing reports, certificates and other documents, costs of preparation and
mailing of notices to Securityholders and reasonable fees and expenses of
counsel retained by the Trustee, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify the Trustee against any and all loss,
liability, damages, claims or expense (including reasonable attorneys' fees and
expenses) incurred by it without negligence, bad faith or willful misconduct on
its part in connection with the administration of this trust and the performance
of its duties hereunder, including the costs and expenses of enforcing this
Indenture (including this Section 7.7) and of defending itself against any
claims (whether asserted by any Securityholder, the Company or otherwise). The
Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee shall provide reasonable cooperation at the Company's expense in the
defense. The Trustee may have separate counsel and the Company shall pay the
fees and expenses of such counsel, provided that the Company shall not be
required to pay such fees and expenses if they assume the Trustee's defense,
and, in the reasonable judgment of outside counsel to the Trustee, there is no
conflict of interest between the Company and the Trustee in connection with such
defense. Notwithstanding the foregoing, the Company and the Subsidiary
Guarantors need not reimburse any expense or indemnify against any loss,
liability or expense which is finally determined by a court of competent
jurisdiction to have been incurred by the Trustee through the Trustee's own
willful misconduct, negligence or bad faith.

            To secure the Company's payment obligations in this Section, the
Trustee shall have a lien prior to the Securities on all money or property held
or collected by the Trustee other than money or property held in trust to pay
principal of and interest on particular Securities. Such lien shall survive the
satisfaction and discharge of this Indenture. The Trustee's right to receive
payment of any amounts due under this Section 7.7 shall not be subordinate to
any other liability or Indebtedness of the Company.

            The Company's payment obligations pursuant to this Section shall
survive the discharge of this Indenture. When the Trustee incurs expenses after
the occurrence of a Default specified in clause (7) or clause (8) of Section 6.1
with respect to the Company, the expenses are intended to constitute expenses of
administration under any Bankruptcy Law.

            SECTION 7.8. Replacement of Trustee. The Trustee may resign at any
time by so notifying the Company in writing. The Holders of a majority in
principal amount of the Securities may remove the Trustee by so notifying the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent will not be unreasonably withheld. The
Company shall remove the Trustee if:

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

            (2) the Trustee is adjudged bankrupt or insolvent;

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

                                       91
<PAGE>

            (4) the Trustee otherwise becomes incapable of acting as trustee
      hereunder.

            If the Trustee resigns or is removed by the Company or by the
Holders of a majority in principal amount of the Securities and such Holders do
not reasonably promptly appoint a successor Trustee as described in the
preceding paragraph, or if a vacancy exists in the office of the Trustee for any
reason (the Trustee in such event being referred to herein as the retiring
Trustee), the Company shall promptly appoint a successor Trustee.

            A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee, upon payment of its charges
hereunder, shall promptly transfer all property held by it as Trustee to the
successor Trustee, subject to the lien provided for in Section 7.7.

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

            If the Trustee fails to comply with Section 7.10, unless the
Trustee's duty to resign is stayed as provided in TIA Section 310(b), any
Securityholder, who has been a bona fide holder of a Security for at least six
months, may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

            Notwithstanding the replacement of the Trustee pursuant to this
Section, the Company's obligations under Section 7.7 shall continue for the
benefit of the retiring Trustee.

            SECTION 7.9. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of the
successor to the Trustee; provided that the right to adopt the certificate of
authentication of any predecessor Trustee or authenticate Securities in the name
of any predecessor Trustee shall only apply to its successor or successors by
merger, consolidation or conversion.

            SECTION 7.10. Eligibility; Disqualification. This Indenture shall
always have a Trustee that satisfies the requirements of TIA Section 310(a)(1),
(2) and (5) in every respect. The

                                       92
<PAGE>

Trustee shall have a combined capital and surplus of at least $100 million as
set forth in its most recent published annual report of condition. The Trustee
shall comply with TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities or certificates of interest or participation in
other securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

            SECTION 7.11. Preferential Collection of Claims Against the Company.
The Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated.

            SECTION 7.12. Trustee's Application for Instruction from the
Company. Any application by the Trustee for written instructions from the
Company may, at the option of the Trustee, set forth in writing any action
proposed to be taken or omitted by the Trustee under this Indenture and the date
on and/or after which such action shall be taken or such omission shall be
effective. The Trustee shall not be liable for any action taken by, or omission
of, the Trustee in accordance with a proposal included in such application on or
after the date specified in such application (which date shall not be less than
three Business Days after the date any officer of the Company actually receives
such application, unless any such officer shall have consented in writing to any
earlier date) unless prior to taking any such action (or the effective date in
the case of an omission), the Trustee shall have received written instructions
in response to such application specifying the action to be taken or omitted.

            SECTION 7.13. 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 7.13:

            (1) 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 Securities
      (whether such sums have been paid to it by the Company or by any obligor
      on the Securities) in trust for the benefit of Holders of the Securities
      or the Trustee;

            (2) 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

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

                                       93
<PAGE>

                                  ARTICLE VIII

                       DISCHARGE OF INDENTURE; DEFEASANCE

            SECTION 8.1. Discharge of Liability on Securities; Defeasance. (a)
Subject to Section 8.1(c), when (i)(x) the Company delivers to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.9)
for cancellation or (y) all outstanding Securities not theretofore delivered for
cancellation have become due and payable, whether at maturity or upon redemption
or will become due and payable within one year or are to be called for
redemption within one year under arrangements satisfactory to the Trustee for
the giving of notice of redemption pursuant to Article V hereof and the Company
or any Subsidiary Guarantor irrevocably deposits or causes to be deposited with
the Trustee as trust funds in trust solely for the benefit of the Holders money
in U.S. dollars, U.S. Government Obligations, or a combination thereof, in such
amounts as will be sufficient without consideration of any reinvestment of
interest to pay and discharge the entire indebtedness on such Securities not
theretofore delivered to the Trustee for cancellation for principal, premium, if
any, and accrued interest to the date of maturity or redemption; (ii) no Default
or Event of Default shall have occurred and be continuing on the date of such
deposit or shall occur as a result of such deposit and such deposit will not
result in a breach or violation of, or constitute a default under, any other
instrument to which the Company or any Subsidiary Guarantor is a party or by
which the Company or any Subsidiary Guarantor is bound; (iii) the Company or any
Subsidiary Guarantor has paid or caused to be paid all sums payable under this
Indenture and the Securities; and (iv) the Company has delivered irrevocable
instructions to the Trustee under this Indenture to apply the deposited money
toward the payment of such Securities at maturity or the Redemption Date, as the
case may be, then upon demand of the Company (accompanied by an Officers'
Certificate and an Opinion of Counsel stating that all conditions precedent
specified herein relating to the satisfaction and discharge of this Indenture
have been complied with) this Indenture shall cease to be of further effect with
respect to the Securities and the Trustee shall acknowledge satisfaction and
discharge of this Indenture, at the cost and expense of the Company.

            (b) Subject to Sections 8.1(c) and 8.2, the Company at any time may
terminate (i) all its obligations under the Securities and this Indenture
("legal defeasance option"), and after giving effect to such legal defeasance,
any omission to comply with such obligations shall no longer constitute a
Default or Event of Default or (ii) their obligations under Sections 3.2, 3.3,
3.4, 3.5, 3.6, 3.7, 3.8, 3.9, 3.10, 3.11, 3.12, 3.16, 3.19 and 4.1(3), and the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such covenant, whether directly
or indirectly, by reason of any reference elsewhere herein to any such covenant
or by reason of any reference in any such covenant to any other provision herein
or in any other document and such omission to comply with such covenants shall
no longer constitute a Default or an Event of Default under Sections 6.1(3)
(only with respect to Section 4.1(3)), 6.1(4), 6.1(6), 6.1(7) (with respect to
Significant Subsidiaries) and 6.1(8), and the events specified in such Sections
shall no longer constitute an Event of Default (clause (ii) being referred to as
the "covenant defeasance option"), but except as specified above, the remainder
of this Indenture and the Securities shall be unaffected thereby. The Company
may exercise its legal defeasance option notwithstanding its prior exercise of
its covenant defeasance option.

                                       94
<PAGE>

            If the Company exercises its legal defeasance option, payment of the
Securities may not be accelerated because of an Event of Default and the
Subsidiary Guarantees in effect at such time shall terminate. If the Company
exercises its covenant defeasance option, payment of the Securities may not be
accelerated because of an Event of Default specified in Sections 6.1(3) (only
with respect to Section 4.1(3)), 6.1(4), 6.1(5), 6.1(6), 6.1(7) (with respect
only to Significant Subsidiaries), 6.1(8) or 6.1(9).

            Upon satisfaction of the conditions set forth herein and upon
request of the Company, the Trustee shall acknowledge in writing the discharge
of those obligations that the Company terminates.

            (c) Notwithstanding the provisions of Sections 8.1(a) and (b), the
Company's obligations in Sections 2.2, 2.3, 2.4, 2.5, 2.6, 2.9, 2.10, 2.11,
2.12, 3.1, 3.13, 3.14, 3.15, 3.17, 3.18, 3.20, 6.7, 7.7 and 7.8 and in this
Article VIII shall survive until the Securities have been paid in full. After
the Securities have been paid in full, the Company's obligations in Sections
7.7, 8.4 and 8.5 shall survive.

            SECTION 8.2. Conditions to Defeasance. The Company may exercise its
legal defeasance option or its covenant defeasance option only if:

            (1)   the Company irrevocably deposits in trust with the Trustee for
                  the benefit of the Holders money in U.S. dollars or U.S.
                  Government Obligations or a combination thereof, the principal
                  of and interest (without reinvestment) on which will be
                  sufficient, or a combination thereof sufficient, for the
                  payment of principal of, premium, if any, and interest on the
                  Securities to maturity or redemption, as the case may be;

            (2)   the Company delivers to the Trustee a certificate from a
                  nationally recognized firm of independent accountants
                  expressing their opinion that the payments of principal and
                  interest when due and without reinvestment on the deposited
                  U.S. Government Obligations plus any deposited money without
                  investment will provide cash at such times and in such amounts
                  as will be sufficient to pay principal and interest when due
                  on all the Securities to maturity or redemption, as the case
                  may be;

            (3)   no Default or Event of Default shall have occurred and be
                  continuing on the date of such deposit or, with respect to
                  certain bankruptcy or insolvency Events of Default, on the
                  later of (i) the 91st day after such date of deposit or (ii)
                  the day ending on the day following the expiration of the
                  longest preference period under any bankruptcy law applicable
                  to the Company in respect of such deposit;

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

                                       95
<PAGE>

            (5)   the Company shall have delivered to the Trustee an Opinion of
                  Counsel (subject to customary assumptions and exclusions) to
                  the effect that (A) the Securities and (B) assuming no
                  intervening bankruptcy of the Company between the date of
                  deposit and the 91st day following the deposit and that no
                  Holder of the Securities is an insider of the Company, after
                  the 91st day following the deposit, the trust funds, will not
                  be subject to the effect of any applicable bankruptcy,
                  insolvency, reorganization or similar laws affecting
                  creditors' rights generally;

            (6)   the Company delivers to the Trustee an Opinion of Counsel
                  (subject to customary assumptions and exclusions) to the
                  effect that the trust resulting from the deposit does not
                  constitute, or is qualified as, a regulated investment company
                  under the Investment Company Act of 1940;

            (7)   in the case of the legal defeasance option, the Company shall
                  have delivered to the Trustee an Opinion of Counsel (subject
                  to customary assumptions and exclusions) in the United States
                  stating that (i) the Company has received from, or there has
                  been published by, the Internal Revenue Service a ruling, or
                  (ii) since the date of this Indenture there has been a change
                  in the applicable federal income tax law, in either case to
                  the effect that, and based thereon such Opinion of Counsel
                  shall confirm that, the Securityholders will not recognize
                  income, gain or loss for federal income tax purposes as a
                  result of such deposit and legal defeasance and will be
                  subject to federal income tax on the same amount, in the same
                  manner and at the same times as would have been the case if
                  such deposit and legal defeasance had not occurred;

            (8)   in the case of the covenant defeasance option, the Company
                  shall have delivered to the Trustee an Opinion of Counsel
                  (subject to customary assumptions and exclusions) in the
                  United States to the effect that the Securityholders will not
                  recognize income, gain or loss for federal income tax purposes
                  as a result of such deposit and covenant defeasance and will
                  be subject to federal income tax on the same amount, in the
                  same manner and at the same times as would have been the case
                  if such deposit and covenant defeasance had not occurred; and

            (9)   the Company delivers to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that all conditions
                  precedent to either the legal defeasance or covenant
                  defeasance, as the case may be, as contemplated by this
                  Article VIII have been complied with.

            SECTION 8.3. Application of Trust Money. The Trustee shall hold in
trust all money or U.S. Government Obligations (including proceeds thereof)
deposited with it pursuant to this Article VIII. It shall apply the deposited
money and the money from U.S. Government Obligations through the Paying Agent
and in accordance with this Indenture and the Securities to the Holders of the
Securities of all sums due in respect of the payment of principal of, premium,
if any, and accrued interest on the Securities.

                                       96
<PAGE>

            SECTION 8.4. Repayment to the Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money,
U.S. Government Obligations or securities held by them upon payment of all the
obligations under this Indenture.

            Subject to any applicable abandoned property law, the Trustee and
the Paying Agent shall pay to the Company upon request any money held by them
for the payment of principal of or premium, if any, or interest on the
Securities that remains unclaimed by the Holders thereof for two years, and,
thereafter, Securityholders entitled to the money must look to the Company for
payment as unsecured general creditors.

            SECTION 8.5. Indemnity for U.S. Government Obligations. The Company
shall pay and shall indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against deposited U.S. Government Obligations or the
principal and interest received on such U.S. Government Obligations.

            SECTION 8.6. Reinstatement. If the Trustee or Paying Agent is unable
to apply any money or U.S. Government Obligations in accordance with this
Article VIII 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 obligations of the Company and each
Subsidiary Guarantor under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article VIII;
provided, however, that, if the Company or the Subsidiary Guarantors have made
any payment of principal, premium, if any, interest on or principal of any
Securities because of the reinstatement of its obligations, the Company or
Subsidiary Guarantors, as the case may be, shall be subrogated to the rights of
the Holders of such Securities to receive such payment from the money or U.S.
Government Obligations held by the Trustee or Paying Agent.

            The Trustee's rights under this Article VIII shall survive
termination of this Indenture.

                                   ARTICLE IX

                                   AMENDMENTS

            SECTION 9.1. Without Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture or the
Securities without notice to or consent of any Securityholder:

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

            (2) to provide for the assumption by a Successor Company of the
      obligations of the Company or the assumption by a successor Person of the
      obligations of any Subsidiary Guarantor under this Indenture;

                                       97
<PAGE>

            (3) to provide for uncertificated Securities in addition to or in
      place of certificated Securities; provided, however, that the
      uncertificated Securities are issued in registered form for purposes of
      Section 163(f) of the Code or in a manner such that the uncertificated
      Securities are described in Section 163(f)(2)(B) of the Code;

            (4) to add Guarantees with respect to the Securities or release a
      Subsidiary Guarantor upon its designation as an Unrestricted Subsidiary;
      provided, however, that the designation is in accord with the applicable
      provisions of this Indenture;

            (5) to secure the Securities;

            (6) to add to the covenants of the Company and the Restricted
      Subsidiaries for the benefit of the Holders or surrender any right or
      power conferred upon the Company;

            (7) to make any change that does not adversely affect the rights of
      any Holder;

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

            (9) to provide for the issuance of the Exchange Securities which
      will have terms substantially identical in all respects to the Initial
      Securities or the Additional Securities, as the case may be (except that
      the transfer restrictions contained in the Initial Securities or the
      Additional Securities, if any, shall be modified or eliminated, as
      appropriate), and which shall be treated, together with any outstanding
      Initial Securities or Additional Securities, as a single class of
      securities; or

            (10) to provide for the appointment of a successor trustee, provided
      that the successor trustee be otherwise qualified and eligible to act as
      such under the terms of this Indenture.

            After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment or supplement. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment or supplement under this Section.

            SECTION 9.2. With Consent of Holders. The Company, the Subsidiary
Guarantors and the Trustee may amend or supplement this Indenture or the
Securities without notice to any Securityholder but with the written consent of
the Holders of at least a majority in principal amount of the Securities then
outstanding (including, without limitation, consents obtained in connection with
a purchase of, or tender offer or exchange offer for, Securities). Any past
default or compliance with any provision of this Indenture or the Securities may
be waived with the written consent of the Holders of a majority in principal
amount of the Securities then outstanding (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, Securities). However, without the consent of each Securityholder
affected, an amendment, supplement or waiver may not (with respect to any
Securities held by a non-consenting Holder of Securities):

                                       98
<PAGE>

            (1) reduce the principal amount of Securities outstanding whose
      Holders must consent to an amendment;

            (2) reduce the stated rate of or extend the stated time for payment
      of interest or additional interest on any Security;

            (3) reduce the principal of or extend the Stated Maturity of any
      Security;

            (4) reduce the premium payable upon the redemption or repurchase of
      any Security or change the time at which any Security may or shall be
      redeemed or repurchased as described under Section 3.5 or 3.10 (including
      an amendment to the definition of "Change of Control") or Article V or any
      similar provision, whether through an amendment or waiver of Section 3.5
      or 3.10 or Article V, definitions (with the exception of the defined term
      "Asset Disposition") or otherwise;

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

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

            (7) make any change to the amendment provisions which require each
      Holder's consent or to the waiver provisions; or

            (8) modify the Subsidiary Guarantees in any manner adverse to the
      Holders.

            It shall not be necessary for the consent of the Holders under this
Section to approve the particular form of any proposed amendment, supplement or
waiver, but it shall be sufficient if such consent approves the substance
thereof. A consent to any amendment, supplement or waiver under this Indenture
by any Holder of the Securities given in connection with a tender or exchange of
such Holder's Securities will not be rendered invalid by such tender or
exchange.

            After an amendment or supplement under this Section becomes
effective, the Company shall mail to Securityholders a notice briefly describing
such amendment or supplement. The failure to give such notice to all
Securityholders, or any defect therein, shall not impair or affect the validity
of an amendment or supplement under this Section.

            SECTION 9.3. Compliance with Trust Indenture Act. Every amendment or
supplement to this Indenture or the Securities shall comply with the TIA as then
in effect.

            SECTION 9.4. Revocation and Effect of Consents and Waivers. A
consent to an amendment, supplement or a waiver by a Holder of a Security shall
bind the Holder and every subsequent Holder of that Security or portion of the
Security that evidences the same debt as the consenting Holder's Security, even
if notation of the consent or waiver is not made on the Security. Any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation

                                       99
<PAGE>

before the date the amendment, supplement or waiver becomes effective or
otherwise in accordance with any related solicitation documents. After an
amendment, supplement or waiver becomes effective, it shall bind every
Securityholder unless it makes a change described in any of clauses (1) through
(8) of Section 9.2, in which case the amendment, supplement, waiver or other
action shall bind each Securityholder who has consented to it and every
subsequent Securityholder that evidences the same debt as the consenting
Holder's Securities. An amendment, supplement or waiver shall become effective
upon receipt by the Trustee of the requisite number of written consents under
Section 9.1 or 9.2 as applicable.

            The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Securityholders entitled to give their
consent or take any other action described above or required or permitted to be
taken pursuant to this Indenture. If a record date is fixed, then
notwithstanding the immediately preceding paragraph, those Persons who were
Securityholders at such record date (or their duly designated proxies), and only
those Persons, shall be entitled to give such consent or to revoke any consent
previously given or to take any such action, whether or not such Persons
continue to be Holders after such record date. No such consent shall become
valid or effective more than 120 days after such record date.

            SECTION 9.5. Notation on or Exchange of Securities. If an amendment,
supplement or waiver changes the terms of a Security, the Trustee may require
the Holder of the Security to deliver it to the Trustee. The Trustee may place
an appropriate notation on the Security regarding the changed terms and return
it to the Holder. Alternatively, if the Company or the Trustee so determine, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make the
appropriate notation or to issue a new Security shall not affect the validity of
such amendment.

            SECTION 9.6. Trustee To Sign Amendments. The Trustee shall sign any
amendment, supplement or waiver authorized pursuant to this Article IX if the
amendment, supplement or waiver does not adversely affect the rights, duties,
liabilities or immunities of the Trustee. If it does, the Trustee may but need
not sign it. In signing such amendment, supplement or waiver the Trustee shall
be entitled to receive indemnity reasonably satisfactory to it and to be
provided with, and (subject to Sections 7.1 and 7.2) shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating that
such amendment, supplement or waiver is authorized or permitted by this
Indenture and that such amendment, supplement or waiver is the legal, valid and
binding obligation of the Company and any Subsidiary Guarantors, enforceable
against them in accordance with its terms, subject to customary exceptions, and
complies with the provisions hereof (including Section 9.3).

                                   ARTICLE X

                              SECURITIES GUARANTEE

            SECTION 10.1. Subsidiary Guarantee. Subject to the provisions of
this Article X, each Subsidiary Guarantor hereby fully, unconditionally and
irrevocably guarantees, as primary obligor and not merely as surety, jointly and
severally with each other Subsidiary

                                      100
<PAGE>

Guarantor, to each Holder of the Securities and the Trustee, the full and
punctual payment when due, whether at maturity, by acceleration, by redemption
or otherwise, of the principal of, premium, if any, and interest on the
Securities and all other obligations and liabilities of the Company under this
Indenture (including without limitation interest accruing after the filing of
any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company or any Subsidiary
Guarantor whether or not a claim for post-filing or post-petition interest is
allowed in such proceeding and the obligations under Section 7.7) (all the
foregoing being hereinafter collectively called the "Guarantor Obligations").
Each Subsidiary Guarantor agrees that the Guarantor Obligations will rank
equally in right of payment with other Indebtedness of such Subsidiary
Guarantor, except to the extent such other Indebtedness is subordinate to the
Guarantor Obligations. Each Subsidiary Guarantor further agrees (to the extent
permitted by law) that the Guarantor Obligations may be extended or renewed, in
whole or in part, without notice or further assent from it, and that it will
remain bound under this Article X notwithstanding any extension or renewal of
any Guarantor Obligation.

            Each Subsidiary Guarantor waives presentation to, demand of payment
from and protest to the Company of any of the Guarantor Obligations and also
waives notice of protest for nonpayment. Each Subsidiary Guarantor waives notice
of any default under the Securities or the Guarantor Obligations.

            Each Subsidiary Guarantor further agrees that its Subsidiary
Guarantee herein constitutes a Guarantee of payment when due (and not a
Guarantee of collection) and waives any right to require that any resort be had
by any Holder to any security held for payment of the Guarantor Obligations.

            Except as set forth in Section 10.2, the obligations of each
Subsidiary Guarantor hereunder shall not be subject to any reduction,
limitation, impairment or termination for any reason (other than payment of the
Guarantor Obligations in full), including any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense of
setoff, counterclaim, recoupment or termination whatsoever or by reason of the
invalidity, illegality or unenforceability of the Guarantor Obligations or
otherwise. Without limiting the generality of the foregoing, the obligations of
each Subsidiary Guarantor herein shall not be discharged or impaired or
otherwise affected by (a) the failure of any Holder to assert any claim or
demand or to enforce any right or remedy against the Company or any other person
under this Indenture, the Securities or any other agreement or otherwise; (b)
any extension or renewal of any thereof; (c) any rescission, waiver, amendment
or modification of any of the terms or provisions of this Indenture, the
Securities or any other agreement; (d) the release of any security held by any
Holder or the Trustee for the Guarantor Obligations or any of them; (e) the
failure of any Holder to exercise any right or remedy against any other
Subsidiary Guarantor, or (f) any change in the ownership of the Company; (g) by
any default, failure or delay, willful or otherwise, in the performance of the
Guarantor Obligations, or (h) by any other act or thing or omission or delay to
do any other act or thing which may or might in any manner or to any extent vary
the risk of any Subsidiary Guarantor or would otherwise operate as a discharge
of such Subsidiary Guarantor as a matter of law or equity.

                                      101
<PAGE>

            Subject to the provisions of Section 3.12, each Subsidiary Guarantor
agrees that its Subsidiary Guarantee herein shall remain in full force and
effect until payment in full of all the Guarantor Obligations or such Subsidiary
Guarantor is released from its Subsidiary Guarantee upon the merger or the sale
of all the Capital Stock or assets of the Subsidiary Guarantor in compliance
with Section 10.2. Each Subsidiary Guarantor further agrees that its Subsidiary
Guarantee herein shall continue to be effective or be reinstated, as the case
may be, if at any time payment, or any part thereof, of principal of or interest
on any of the Guarantor Obligations is rescinded or must otherwise be restored
by any Holder upon the bankruptcy or reorganization of the Company or otherwise.

            In furtherance of the foregoing and not in limitation of any other
right which any Holder has at law or in equity against any Subsidiary Guarantor
by virtue hereof, upon the failure of the Company to pay any of the Guarantor
Obligations when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, each Subsidiary Guarantor hereby
promises to and will, upon receipt of written demand by the Trustee, forthwith
pay, or cause to be paid, in cash, to the Holders an amount equal to the sum of
(i) the unpaid amount of such Guarantor Obligations then due and owing and (ii)
accrued and unpaid interest on such Guarantor Obligations then due and owing
(but only to the extent not prohibited by law).

            Each Subsidiary Guarantor further agrees that, as between such
Subsidiary Guarantor, on the one hand, and the Holders, on the other hand, (x)
the maturity of the Guarantor Obligations guaranteed hereby may be accelerated
as provided in this Indenture for the purposes of its Subsidiary Guarantee
herein, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the Guarantor Obligations guaranteed hereby and
(y) in the event of any such declaration of acceleration of such Guarantor
Obligations, such Guarantor Obligations (whether or not due and payable) shall
forthwith become due and payable by the Subsidiary Guarantor for the purposes of
this Subsidiary Guarantee.

            Each Subsidiary Guarantor also agrees to pay any and all costs and
expenses (including reasonable attorneys' fees and expenses) incurred by the
Trustee or the Holders in enforcing any rights under this Section.

            SECTION 10.2. Limitation on Liability; Termination, Release and
Discharge.

            (a) Any term or provision of this Indenture to the contrary
notwithstanding, the obligations of each Subsidiary Guarantor hereunder will be
limited to the maximum amount as will, after giving effect to all other
contingent and fixed liabilities of such Subsidiary Guarantor (including,
without limitation, any guarantees under the Amended Credit Facility) and after
giving effect to any collections from or payments made by or on behalf of any
other Subsidiary Guarantor in respect of the obligations of such other
Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its
contribution obligations under this Indenture, result in the obligations of such
Subsidiary Guarantor under its Subsidiary Guarantee not constituting a
fraudulent conveyance or fraudulent transfer under federal or state law and not
otherwise being void or voidable under any similar laws affecting the rights of
creditors generally.

            (b) In addition, the Company shall not permit any Subsidiary
Guarantor to consolidate with or merge with or into any person (other than
another Subsidiary Guarantor) and

                                      102
<PAGE>

shall not permit the conveyance, transfer or lease of substantially all of the
assets of any Subsidiary Guarantor unless:

            (1)   (x) the resulting, surviving or transferee Person shall be a
                  corporation, partnership, trust or limited liability company
                  organized and existing under the laws of the United States of
                  America, any State of the United States or the District of
                  Columbia and such Person (if not such Subsidiary Guarantor)
                  shall expressly assume, by supplemental indenture, executed
                  and delivered to the Trustee, all the obligations of such
                  Subsidiary Guarantor under its Subsidiary Guarantee; (y)
                  immediately after giving effect to such transaction (and
                  treating any Indebtedness that becomes an obligation of the
                  resulting, surviving or transferee Person or any Restricted
                  Subsidiary as a result of such transaction as having been
                  Incurred by such Person or such Restricted Subsidiary at the
                  time of such transaction), no Default or Event of Default
                  shall have occurred and be continuing; and (z) the Company
                  shall have delivered to the Trustee an Officers' Certificate
                  and an Opinion of Counsel, each stating that such
                  consolidation, merger or transfer and such supplemental
                  indenture (if any) comply with this Indenture; or

            (2)   the transaction is made in compliance with Sections 3.5, 3.9
                  and 4.1.

            Upon the sale or disposition of a Subsidiary Guarantor (by merger,
consolidation, the sale of its Capital Stock or the sale of all or substantially
all of its assets (other than by lease)) and whether or not the Subsidiary
Guarantor is the surviving corporation in such transaction to a Person which is
not the Company or a Restricted Subsidiary, such Subsidiary Guarantor will be
automatically released from all its obligations under this Indenture and its
Subsidiary Guarantee and the Registration Rights Agreement and such Subsidiary
Guarantee will terminate; provided, however, that (x) the sale or other
disposition is in compliance with this Indenture, including Sections 3.5, 3.9
and 4.1 and (y) all the obligations of such Subsidiary Guarantor under all
Credit Facilities and related documentation and any other obligations of such
Subsidiary Guarantor relating to any other Indebtedness of the Company or its
Restricted Subsidiaries terminate upon consummation of such transaction.

            (c) Each Subsidiary Guarantor shall be deemed released from all its
obligations under this Indenture and the Registration Rights Agreement and such
Subsidiary Guarantee shall terminate upon the legal defeasance of the Securities
pursuant to the provisions of Article VIII hereof.

            (d) Each Subsidiary Guarantor shall be released from its obligations
under this Indenture, its Subsidiary Guarantee and the Registration Rights
Agreement if the Company designates such Subsidiary Guarantor as an Unrestricted
Subsidiary and such designation complies with the other applicable provisions of
this Indenture.

            SECTION 10.3. Right of Contribution. Each Subsidiary Guarantor
hereby agrees that to the extent that any Subsidiary Guarantor shall have paid
more than its proportionate share of any payment made on the obligations under
the Subsidiary Guarantees,

                                      103
<PAGE>

such Subsidiary Guarantor shall be entitled to seek and receive contribution
from and against the Company, or any other Subsidiary Guarantor who has not paid
its proportionate share of such payment. The provisions of this Section 10.3
shall in no respect limit the obligations and liabilities of each Subsidiary
Guarantor to the Trustee and the Holders and each Subsidiary Guarantor shall
remain liable to the Trustee and the Holders for the full amount guaranteed by
such Subsidiary Guarantor hereunder.

            SECTION 10.4. No Subrogation. Notwithstanding any payment or
payments made by each Subsidiary Guarantor hereunder, no Subsidiary Guarantor
shall be entitled to be subrogated to any of the rights of the Trustee or any
Holder against the Company or any other Subsidiary Guarantor or any collateral
security or guarantee or right of offset held by the Trustee or any Holder for
the payment of the Guarantor Obligations, nor shall any Subsidiary Guarantor
seek or be entitled to seek any contribution or reimbursement from the Company
or any other Subsidiary Guarantor in respect of payments made by such Subsidiary
Guarantor hereunder, until all amounts owing to the Trustee and the Holders by
the Company on account of the Guarantor Obligations are paid in full. If any
amount shall be paid to any Subsidiary Guarantor on account of such subrogation
rights at any time when all of the Guarantor Obligations shall not have been
paid in full, such amount shall be held by such Subsidiary Guarantor in trust
for the Trustee and the Holders, segregated from other funds of such Subsidiary
Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be
turned over to the Trustee in the exact form received by such Subsidiary
Guarantor (duly indorsed by such Subsidiary Guarantor to the Trustee, if
required), to be applied against the Guarantor Obligations.

                                   ARTICLE XI

                                  MISCELLANEOUS

            SECTION 11.1. Trust Indenture Act Controls. If and to the extent
that 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
provision required by the TIA shall control. Each Subsidiary Guarantor in
addition to performing its obligations under its Subsidiary Guarantee shall
perform such other obligations as may be imposed upon it with respect to this
Indenture under the TIA.

            SECTION 11.2. Notices. Any notice or communication shall be 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:

                                      104
<PAGE>

                  if to the Company:

                  Argo-Tech Corporation
                  23555 Euclid Avenue
                  Cleveland, OH  44117

                  Attention:  Paul R. Keen
                              Executive Vice President,
                              General Counsel and Secretary

                  with copies to:

                  Jones Day
                  901 Lakeside Avenue
                  Cleveland, OH 44114

                  Attention:  David P. Porter, Esq.

                  if to the Trustee:

                  BNY Midwest Trust Company
                  2 North LaSalle Street
                  Suite 1020
                  Chicago, IL  60602

                  Attention:  Corporate Trust Administration

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

            Any notice or communication to the Company or the Subsidiary
Guarantors shall be deemed to have been given or made as of the date so
delivered if personally delivered; when answered back, if telexed; when receipt
is acknowledged, if telecopied; and five calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

            Any notice or communication mailed to a registered Securityholder
shall be mailed to the Securityholder at the Securityholder's address as it
appears on the registration books of the Registrar and shall be sufficiently
given if so mailed within the time prescribed.

            Failure to mail a notice or communication to a Securityholder or any
defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it, except that
notices to the Trustee shall be effective only upon receipt.

            SECTION 11.3. Communication by Holders with other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with

                                      105
<PAGE>

respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

            SECTION 11.4. Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee to take or refrain
from taking any action under this Indenture, the Company shall furnish to the
Trustee:

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

            SECTION 11.5. Statements Required in Certificate or Opinion. Each
certificate or opinion with respect to compliance with a covenant or condition
provided for in this Indenture shall include:

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

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

            In giving such Opinion of Counsel, counsel may rely as to factual
matters on an Officers' Certificate or on certificates of public officials.

            SECTION 11.6. When Securities Disregarded. In determining whether
the Holders of the required aggregate principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company,
any Subsidiary Guarantor or any Affiliate of them shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee actually knows are so owned shall
be so disregarded. Also, subject to the foregoing, only Securities outstanding
at the time shall be considered in any such determination.

            SECTION 11.7. Rules by Trustee, Paying Agent and Registrar. The
Trustee may make reasonable rules for action by, or at meetings of,
Securityholders. The Registrar and the Paying Agent may make reasonable rules
for their functions.

                                      106
<PAGE>

            SECTION 11.8. Legal Holidays. A "Legal Holiday" is a Saturday, a
Sunday or other day on which commercial banking institutions are authorized or
required to be closed in New York, New York. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

            SECTION 11.9. GOVERNING LAW. THIS INDENTURE AND THE SECURITIES SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK. EACH OF THE PARTIES HERETO AGREES 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 THIS INDENTURE, THE SECURITIES OR THE SECURITIES GUARANTEES.

SECTION 11.10. No Recourse Against Others. No director, officer, employee,
incorporator or stockholder of Holdings, the Company or a Subsidiary Guarantor,
as such, shall have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Securities, this Indenture or a Subsidiary
Guarantee or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Securities by accepting a Security
waives and releases all such liability to the extent permitted by applicable
law. The waiver and release are part of the consideration for issuance of the
Securities. Such waiver may not be effective to waive liabilities under the
federal securities laws and it is the view of the SEC that such a waiver is
against public policy.

            SECTION 11.11. Successors. All agreements of the Company and each
Subsidiary Guarantor in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.

            SECTION 11.12. Multiple Originals. The parties may sign any number
of copies of this Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement. One signed copy is enough to prove
this Indenture.

            SECTION 11.13. Qualification of Indenture. The Company shall qualify
this Indenture under the TIA in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including attorneys' fees and expenses for the Company, the Trustee and the
Holders) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Securities and printing
this Indenture and the Securities. The Trustee shall be entitled to receive from
the Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

            SECTION 11.14. Table of Contents; Headings. 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 intended
to be considered a part hereof and shall not modify or restrict any of the terms
or provisions hereof.

                                      107
<PAGE>

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

                                               ARGO-TECH CORPORATION

                                               By_______________________________
                                                 Name:
                                                 Title:

                                               ARGO-TECH CORPORATION
                                               (AFTERMARKET)

                                               By_______________________________
                                                 Name:
                                                 Title:

                                               ARGO-TECH CORPORATION (HBP)

                                               By_______________________________
                                                 Name:
                                                 Title:

                                               ARGO-TECH CORPORATION (OEM)

                                               By_______________________________
                                                 Name:
                                                 Title:

                                               ARGO-TECH CORPORATION COSTA MESA

                                               By_______________________________
                                                 Name:
                                                 Title:

                                               DURODYNE, INC.

                                               By_______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                               BNY MIDWEST TRUST COMPANY,
                                               as Trustee

                                               By_______________________________
                                                 Name:
                                                 Title:

<PAGE>

                                                                       ANNEX 3.4

                  AGREEMENTS CONTAINING PERMITTED ENCUMBRANCES

1.    The Indenture.

2.    The Amended Credit Facility.

3.    The Indentures governing the Company's 8 5/8% Senior Subordinated Notes
due 2007.

<PAGE>

                                                                       ANNEX 3.8

                      PERMITTED AGREEMENTS WITH AFFILIATES

1.    Distribution Agreement, dated April 1, 2003, between the Company and
Yamada Corporation.

2.    Distribution Agreement, dated July 29, 1985, between J.C. Carter Company,
Inc. (now known as Argo-Tech Corporation Costa Mesa) and Yamada International
Corporation, which agreement has been assigned, in part, to Avex Aerospace
Corporation.

3.    The Rabbi Trust.

<PAGE>

                                                                       EXHIBIT A

                         [FORM OF FACE OF SERIES A NOTE]

                    [Applicable Restricted Securities Legend]
                       [Depository Legend, if applicable]

No. [___]                           Principal Amount $[___________], as
                                    revised by the Schedule of Increases and
                                    Decreases in Global Security attached hereto
                                    CUSIP NO. __________________________
                                    ISIN: _______________________________

                              ARGO-TECH CORPORATION

                     9 1/4% Senior Note, Series A, due 2011

            Argo-Tech Corporation, a Delaware corporation, promises to pay to
Cede & Co., or its registered assigns, the principal sum of [_______________]
DOLLARS, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on June 1, 2011.

      Interest Payment Dates: June 1 and December 1, commencing on December 1,
2004

      Record Dates: May 15 and November 15

            Additional provisions of this Security are set forth on the other
side of this Security.

                                               ARGO-TECH CORPORATION

                                               By:______________________________

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

BNY MIDWEST TRUST COMPANY
as Trustee, certifies
that this is one of
the Securities referred
to in the Indenture.

By:________________________________
         Authorized Signatory                         Date: ________ __, 20__

                                      A-1
<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES A NOTE]

                              ARGO-TECH CORPORATION

                     9 1/4% Senior Note, Series A, due 2011

1.    Interest

            Argo-Tech Corporation, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.

            The Company will pay interest semi-annually on June 1 and December
1, commencing on December 1, 2004. Interest on the Securities will accrue from
the most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from June 23, 2004. The Company shall pay interest on
overdue principal, and on overdue premium, if any (plus interest on such
interest to the extent lawful), at the rate borne by the Securities to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

            If an exchange offer (the "Exchange Offer") registered under the
Securities Act is not consummated or a shelf registration statement (the "Shelf
Registration Statement") under the Securities Act with respect to resales of the
Securities is not declared effective by the SEC on or before the date that is
180 days after the Issue Date (the "Target Registration Date") in accordance
with the terms of the Registration Rights Agreement dated June 23, 2004 among
the Company, the Subsidiary Guarantors and the Initial Purchasers, the annual
interest rate borne by the Securities shall be increased from the rate shown
above by (i) 0.25% per annum for the first 90-day period immediately following
the Target Registration Date and (ii) an additional 0.25% per annum with respect
to each subsequent 90-day period, in each case until the Exchange Offer is
completed or the Shelf Registration Statement, if required, is declared
effective by the SEC or the Securities become freely tradable under the
Securities Act, up to a maximum of 1.00% per annum of additional interest. If
the Company receives a request (a "Shelf Request") from an Initial Purchaser
requesting that a Shelf Registration Statement be filed due to an unsold
allotment of Securities held by such Initial Purchaser, and the Shelf
Registration Statement is not declared effective by the SEC by the later of (x)
150 days after the Issue Date and (y) 90 days after the delivery of such Shelf
Request (the "Shelf Additional Interest Date"), the annual interest rate borne
by the Securities shall be increased from the rate shown above by (i) 0.25% per
annum for the first 90-day period immediately following the Shelf Additional
Interest Date and (ii) an additional 0.25% per annum with respect to each
subsequent 90-day period, in each case until the Shelf Registration Statement is
declared effective, up to a maximum of 1.00% per annum of additional interest.
The Holder of this Security is entitled to the benefits of such Registration
Rights Agreement.

                                      A-2
<PAGE>

2.    Method of Payment

            By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall irrevocably deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, premium, if any, and/or interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Securities at the close of business on the May 15 or
November 15 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

3.    Paying Agent and Registrar

            Initially, BNY Midwest Trust Company (the "Trustee") will act as
Trustee, Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.
Any of the domestically organized Wholly-Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

4.    Indenture

            The Company issued the Securities under an Indenture dated as of
June 23, 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

            The Securities are general unsecured, senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the 9
1/4% Senior Notes, Series A, due 2011 referred to in the Indenture. The
Securities include (i) $250,000,000 aggregate principal amount

                                      A-3
<PAGE>

of the Company's 9 1/4% Senior Notes, Series A, due 2011 issued under the
Indenture on June 23, 2004 (herein called "Initial Securities"), (ii) if and
when issued, additional 9 1/4% Senior Notes, Series A, due 2011 or 9 1/4% Senior
Notes, Series B, due 2011 of the Company that may be issued from time to time
under the Indenture subsequent to June 23, 2004 (herein called "Additional
Securities") and (iii) if and when issued, the Company's 9 1/4% Senior Notes,
Series B, due 2011 that may be issued from time to time under the Indenture in
exchange for Initial Securities or Additional Securities in an offer registered
under the Securities Act as provided in the Registration Rights Agreement
(herein called "Exchange Securities"). The Initial Securities, Additional
Securities and Exchange Securities are treated as a single class of securities
under the Indenture. The Indenture imposes certain limitations on the incurrence
of indebtedness, the making of restricted payments, the sale of assets and
subsidiary stock, the incurrence of certain liens, sale-leaseback transactions,
affiliate transactions, the sale of capital stock of restricted subsidiaries,
the making of payments for consents, the entering into of agreements that
restrict distributions from restricted subsidiaries and the consummation of
mergers and consolidations. The Indenture also imposes requirements with respect
to the provision of financial information and the provision of guarantees of the
Securities by certain subsidiaries.

            To guarantee the due and punctual payment of the principal, premium,
if any, and interest (including post-filing or post-petition interest) on the
Securities and all other amounts payable by the Company under the Indenture and
the Securities when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Securities
and the Indenture, the Subsidiary Guarantors have fully, unconditionally and
irrevocably Guaranteed (and future guarantors, together with the Subsidiary
Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and
severally, to each Holder of the Securities and the Trustee the Guarantor
Obligations pursuant to Article X of the Indenture on a senior basis.

5.    Redemption

            Except as set forth below, the Securities will not be redeemable at
the option of the Company prior to June 1, 2008. On and after such date, the
Securities will be redeemable, at the Company's option, in whole or in part, at
any time upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest, if any, to the applicable 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 12-month period
commencing on June 1 of the years set forth below:

     PERIOD                                                     PERCENTAGE
     ------                                                     ----------
     2008                                                        104.625%
     2009                                                        102.313%
     2010 and thereafter                                         100.000%

            In addition, at any time and from time to time prior to June 1,
2007, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Securities (after

                                      A-4
<PAGE>

giving effect to any future issuance of Additional Securities) with the Net Cash
Proceeds of one or more Equity Offerings at a redemption price (expressed as a
percentage of principal amount) of 109.25%, plus accrued and unpaid interest, if
any, to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date); provided, however, that at least 65% of the original principal amount of
the Securities (after giving effect to any future issuance of Additional
Securities) must remain outstanding after each such redemption; provided
further, that each such redemption occurs within 60 days of the date of closing
of such Equity Offering.

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

            In the case of any partial redemption, selection of the Securities
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Securities
are listed or, if the Securities are not listed, then on a pro rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Securities of $1,000 in original principal
amount or less will be redeemed in part. Any such notice to the Trustee may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed. A new Security
in principal amount equal to the unredeemed portion thereof will be issued in
the name of the Holder thereof upon cancellation of the original Security. On
and after the redemption date, interest will cease to accrue on Securities or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable redemption price
pursuant to the Indenture.

6.    Repurchase Provisions

            If a Change of Control occurs, unless the Company has exercised its
right to redeem all of the Securities as described under paragraph 5 of the
Securities, then such Change of Control shall constitute a triggering event
which shall trigger the obligation of the Company to offer to repurchase from
each Holder all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.

7.    Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay a sum sufficient to

                                      A-5
<PAGE>

cover any taxes and fees required by law or permitted by the Indenture. The
Registrar need not register the transfer of or exchange (i) any Securities
selected for redemption (except, in the case of a Security to be redeemed in
part, the portion of the Security not to be redeemed) for a period beginning 15
days before the mailing of a notice of Securities to be redeemed and ending on
the date of such mailing or (ii) any Securities for a period beginning 15 days
before an interest payment date and ending on such interest payment date.

8.    Persons Deemed Owners

            The registered Holder of this Security may be treated as the owner
of it for all purposes.

9.    Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company for payment as general creditors unless an abandoned property law
designates another person and not to the Trustee for payment.

10.   Defeasance

            Subject to certain exceptions and conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Securities and the Indenture if the Company deposits with the Trustee
money or U.S. Government Obligations for the payment of principal, premium, if
any, and interest on the Securities to redemption or maturity, as the case may
be.

11.   Amendment, Supplement, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended or supplemented by the Company, the
Subsidiary Guarantors and the Trustee with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Securities and
(ii) any default (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each
Securityholder affected) or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to comply with Article IV or Section 10.2 in respect of the
assumption by a Successor Company of an obligation of the Company or the
assumption by a successor Person of the obligations of any Subsidiary Guarantor
under this Indenture, to add Guarantees with respect to the Securities or
release a Subsidiary Guarantor upon its designation as an Unrestricted
Subsidiary in accordance with the Indenture, to secure the Securities, to make
any change that would provide any additional rights or benefits to the Holders
of the Securities or surrender any right or power conferred upon the

                                      A-6
<PAGE>

Company or that does not adversely affect the rights under the Indenture of any
such Holder, to comply with any requirement of the SEC in order to effect or
maintain the qualification of this Indenture under the TIA, to provide for the
issuance of the Exchange Securities or to provide for the appointment of a
successor Trustee.

12.   Defaults and Remedies

            Under the Indenture, Events of Default include (each of which are
more specially described in the Indenture) (i) default for 30 days in payment of
interest or additional interest (as required by the Registration Rights
Agreement) when due on the Securities; (ii) default in payment of principal of
or premium, if any, on the Securities at Stated Maturity, upon required
repurchase or upon optional redemption pursuant to paragraph 5 of the
Securities, upon declaration or otherwise; (iii) the failure by the Company or
any Subsidiary Guarantor to comply with its obligations under Article IV or
Section 10.2(b) of the Indenture; (iv) failure by the Company or any Restricted
Subsidiary to comply for 30 days after notice with any of its obligations under
the covenants described under Sections 3.2 through 3.12 inclusive, Section 3.16
and Section 3.19 of the Indenture (in each case, other than a failure to
purchase Securities when required under the Indenture, which failure shall
constitute an Event of Default under clause (ii) above); (v) the failure by the
Company or any Restricted Subsidiary to comply for 60 days after notice with its
other agreements contained in the Indenture or under the Securities; (vi)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries or is
recourse to the Company or its Restricted Subsidiaries, by contract or operation
of law), other than Indebtedness owed to the Company or a Restricted Subsidiary,
whether such Indebtedness or guarantee now exists, or is created after the date
of the Indenture, which default (a) is caused by a failure to pay principal of
or interest or premium, if any, on such Indebtedness within the grace period
provided in such Indebtedness ("payment default") or (b) results in the
acceleration of such Indebtedness prior to its maturity (the "cross acceleration
provision") and, in each case, the principal amount of any such Indebtedness,
together with the principal amount of any other such Indebtedness under which
there has been a payment default or the maturity of which has been so
accelerated, aggregates $5.0 million or more; (vii) certain events of
bankruptcy, insolvency or reorganization of the Company or a Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary (the
"bankruptcy provisions"); (viii) failure by the Company or any Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final
judgments aggregating in excess of $5.0 million (net of any amounts that a
reputable and creditworthy insurance company has acknowledged liability for in
writing), which judgments are not paid, discharged or stayed for a period of 60
days (the "judgment default provision"); or (ix) any Subsidiary Guarantee ceases
to be in full force and effect (except as contemplated by the terms of the
Indenture) or is declared null and void in a judicial proceeding or any
Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or
its Subsidiary Guarantee, and such Default continues for a period of 10 days.
However, a default under clauses (iv) and

                                      A-7
<PAGE>

(v) will not constitute an Event of Default until the Trustee or the Holders of
25% in principal amount of the outstanding Securities notify the Company of the
default and the Company does not cure such default within the time specified in
clauses (iv) and (v) hereof after receipt of such notice.

            If an Event of Default (other than an Event of Default described in
(vii) hereof) occurs and is continuing, the Trustee by notice to the Company or
the Holders of at least 25% in principal amount of the outstanding Securities
may declare all the Securities to be due and payable immediately. If an Event of
Default described in (vii) hereof occurs and is continuing, the principal of,
premium, if any, and accrued and unpaid interest on all the Securities will
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders.

            Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

13.   Trustee Dealings with the Company

            Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

14.   No Recourse Against Others

            No director, officer, employee, incorporator or stockholder of
Holdings, the Company or a Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or such Subsidiary Guarantor under
the Securities, this Indenture or a Subsidiary Guarantee or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Securities by accepting a Security waives and releases all such
liability to the extent permitted by applicable law. The waiver and release are
part of the consideration for issuance of the Securities. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

15.   Authentication

            This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

                                      A-8
<PAGE>

16.   Abbreviations

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).

17.   CUSIP, Common Code and ISIN Numbers

            The Company has caused CUSIP, Common Code or ISIN numbers, if
applicable, to be printed on the Securities and have directed the Trustee to use
CUSIP, Common Code or ISIN numbers, if applicable, in notices of redemption as a
convenience to Securityholders. No representation is made as to the accuracy of
such numbers either as printed on the Securities or as contained in any notice
of redemption and reliance may be placed only on the other identification
numbers placed thereon.

18.   Governing Law

            This Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

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

                              Argo-Tech Corporation
                               23555 Euclid Avenue
                               Cleveland, OH 44117

                             Attention: Paul R. Keen

                                      A-9
<PAGE>

                                 ASSIGNMENT FORM

            To assign this Security, fill in the form below:

            I or we assign and transfer this Security to:

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

________________________________________________________________________________
               (Insert assignee's social security or tax I.D. No.)

      and irrevocably appoint ___________ agent to transfer this Security on the
      books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date:____________________                      Your Signature:__________________

Signature Guarantee:____________________________________________________________
                         (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

      In connection with any transfer or exchange of any of the Securities
evidenced by this certificate occurring prior to the date that is two years
after the later of the date of original issuance of such Securities and the last
date, if any, on which such Securities were owned by the Company, or any
Affiliate of the Company, the undersigned confirms that such Securities are
being:

CHECK ONE BOX BELOW:

      1[ ]  acquired for the undersigned's own account, without transfer; or

      2[ ]  transferred to the Company; or

      3[ ]  transferred pursuant to and in compliance with Rule 144A under the
            Securities Act of 1933, as amended (the "Securities Act"); or

      4[ ]  transferred pursuant to an effective registration statement under
            the Securities Act; or

      5[ ]  transferred pursuant to and in compliance with Regulation S under
            the Securities Act; or

                                      A-10
<PAGE>

      6[ ]  transferred to an institutional "accredited investor" (within the
            meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities
            Act), that has furnished to the Trustee a signed letter containing
            certain representations and agreements (the form of which letter
            appears as Section 2.7 of the Indenture); or

      7[ ]  transferred pursuant to another available exemption from the
            registration requirements of the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Securities evidenced by this certificate in the name of any person other
than the registered Holder thereof; provided, however, that if box (5), (6) or
(7) is checked, the Trustee or the Company may require, prior to registering any
such transfer of the Securities, in its sole discretion, such legal opinions,
certifications and other information as the Trustee or the Company may
reasonably request to confirm that such transfer is being made pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act of 1933, as amended, such as the exemption
provided by Rule 144 under such Act.

                                               _________________________________
                                               Signature

Signature Guarantee:

______________________________                 _________________________________
(Signature must be guaranteed)                 Signature

________________________________________________________________________________

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

TO BE COMPLETED BY PURCHASER IF (1) OR (3) ABOVE IS CHECKED.

      The undersigned represents and warrants that it is purchasing this
Security for its own account or an account with respect to which it exercises
sole investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, 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:

                                      A-11
<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY

            The following increases and decreases in this Global Security have
been made:

<TABLE>
<S>             <C>                      <C>                      <C>                      <C>
                                                                  Principal Amount of      Signature of
Date of         Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
Decrease or     Principal Amount of      Principal Amount of      following such           of Trustee or
Increase        this Global Security     this Global Security     decrease or increase     Securities Custodian
-----------     ---------------------    ---------------------    --------------------     --------------------
</TABLE>

                                      A-12
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you elect to have this Security purchased by the Company Pursuant
to Section 3.5 or 3.10 of the Indenture, check either box:

                                    [ ]     [ ]
                                    3.5     3.10

            If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.5 or Section 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000):
$____________________________________________

Date: __________ Your Signature ________________________________________________
                                (Sign exactly as your name appears on the other
                                 side of the Security)

Signature Guarantee: ___________________________________________________________
                                (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      A-13
<PAGE>

                                                                       EXHIBIT B

                         [FORM OF FACE OF SERIES B NOTE]

                       [Depository Legend, if applicable]

No.[___]                            Principal Amount $[___________], as
                                    revised by the Schedule of Increases and
                                    Decreases in Global Security attached hereto
                                    CUSIP NO. __________________________
                                    ISIN:_______________________________

                              ARGO-TECH CORPORATION

                     9 1/4% Senior Note, Series B, due 2011

            Argo-Tech Corporation, a Delaware corporation, promises to pay to
Cede & Co., or its registered assigns, the principal sum of [_______________]
DOLLARS, as revised by the Schedule of Increases and Decreases in Global
Security attached hereto, on June 1, 2011.

          Interest Payment Dates: June 1 and December 1, commencing on
          December 1, 2004 Record Dates: May 15 and November 15

            Additional provisions of this Security are set forth on the other
side of this Security.

                                               ARGO-TECH CORPORATION

                                               By:______________________________

TRUSTEE'S CERTIFICATE OF
 AUTHENTICATION

BNY MIDWEST TRUST COMPANY
as Trustee, certifies
that this is one of
the Securities referred to
in the Indenture.

By:_________________________________
         Authorized Signatory                         Date: ________ __, 20__

                                      B-1
<PAGE>

                     [FORM OF REVERSE SIDE OF SERIES B NOTE]

                              ARGO-TECH CORPORATION

                     9 1/4% Senior Note, Series B, due 2011

1.    Interest

            Argo-Tech Corporation, a Delaware corporation (such corporation, and
its successors and assigns under the Indenture hereinafter referred to, being
herein called the "Company"), promises to pay interest on the principal amount
of this Security at the rate per annum shown above.

            The Company will pay interest semi-annually on June 1 and December
1, commencing on December 1, 2004. Interest on the Securities will accrue from
the most recent date to which interest has been paid on the Securities or, if no
interest has been paid, from June 23, 2004. The Company shall pay interest on
overdue principal, and on overdue premium, if any (plus interest on such
interest to the extent lawful), at the rate borne by the Securities to the
extent lawful. Interest will be computed on the basis of a 360-day year of
twelve 30-day months.

2.    Method of Payment

            By no later than 10:00 a.m. (New York City time) on the date on
which any principal of, premium, if any, or interest on any Security is due and
payable, the Company shall irrevocably deposit with the Trustee or the Paying
Agent money sufficient to pay such principal, premium, if any, and/or interest.
The Company will pay interest (except Defaulted Interest) to the Persons who are
registered Holders of Securities at the close of business on the May 15 or
November 15 next preceding the interest payment date even if Securities are
cancelled, repurchased or redeemed after the record date and on or before the
interest payment date. Holders must surrender Securities to a Paying Agent to
collect principal payments. The Company will pay principal, premium, if any, and
interest in money of the United States that at the time of payment is legal
tender for payment of public and private debts. Payments in respect of
Securities represented by a Global Security (including principal, premium, if
any, and interest) will be made by the transfer of immediately available funds
to the accounts specified by The Depository Trust Company or any successor
depository. The Company will make all payments in respect of a Definitive
Security (including principal, premium, if any, and interest) by mailing a check
to the registered address of each Holder thereof; provided, however, that
payments on the Securities may also be made, in the case of a Holder of at least
$1,000,000 aggregate principal amount of Securities, by wire transfer to a U.S.
dollar account maintained by the payee with a bank in the United States if such
Holder elects payment by wire transfer by giving written notice to the Trustee
or the Paying Agent to such effect designating such account no later than 15
days immediately preceding the relevant due date for payment (or such other date
as the Trustee may accept in its discretion).

                                      B-2
<PAGE>

3.    Paying Agent and Registrar

            Initially, BNY Midwest Trust Company (the "Trustee") will act as
Trustee, Paying Agent and Registrar. The Company may appoint and change any
Paying Agent, Registrar or co-registrar without notice to any Securityholder.
Any of the domestically organized Wholly-Owned Subsidiaries may act as Paying
Agent, Registrar or co-registrar.

4.    Indenture

            The Company issued the Securities under an Indenture dated as of
June 23, 2004 (as it may be amended or supplemented from time to time in
accordance with the terms thereof, the "Indenture"), among the Company, the
Subsidiary Guarantors and the Trustee. The terms of the Securities include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-77bbbb) as in effect on
the date of the Indenture (the "Act"). Capitalized terms used herein and not
defined herein have the meanings ascribed thereto in the Indenture. The
Securities are subject to all terms and provisions of the Indenture, and
Securityholders are referred to the Indenture and the Act for a statement of
those terms.

            The Securities are general unsecured senior obligations of the
Company. The aggregate principal amount of securities that may be authenticated
and delivered under the Indenture is unlimited. This Security is one of the 9
1/4% Senior Notes, Series B, due 2011 referred to in the Indenture. The
Securities include (i) $250,000,000 aggregate principal amount of the Company's
9 1/4% Senior Notes, Series A, due 2011 issued under the Indenture on June 23,
2004 (herein called "Initial Securities"), (ii) if and when issued, additional 9
1/4% Senior Notes, Series A, due 2011 or 9 1/4% Senior Notes, Series B, due 2011
of the Company that may be issued from time to time under the Indenture
subsequent to June 23, 2004 (herein called "Additional Securities") and (iii) if
and when issued, the Company's 9 1/4% Senior Notes, Series B, due 2011 that may
be issued from time to time under the Indenture in exchange for Initial
Securities or Additional Securities in an offer registered under the Securities
Act as provided in the Registration Rights Agreement (herein called "Exchange
Securities"). The Initial Securities, Additional Securities and Exchange
Securities are treated as a single class of securities under the Indenture. The
Indenture imposes certain limitations on the incurrence of indebtedness, the
making of restricted payments, the sale of assets and subsidiary stock, the
incurrence of certain liens, sale-leaseback transactions, affiliate
transactions, the sale of capital stock of restricted subsidiaries, the making
of payments for consents, the entering into of agreements that restrict
distributions from restricted subsidiaries and the consummation of mergers and
consolidations. The Indenture also imposes requirements with respect to the
provision of financial information and the provision of guarantees of the
Securities by certain subsidiaries.

            To guarantee the due and punctual payment of the principal, premium,
if any, and interest (including post-filing or post-petition interest) on the
Securities and all other amounts payable by the Company under the Indenture and
the Securities when and as the same shall be due and payable, whether at
maturity, by acceleration or otherwise, according to the terms of the Securities
and the Indenture, the Subsidiary Guarantors have fully, unconditionally and
irrevocably Guaranteed (and future guarantors, together with the Subsidiary
Guarantors, will fully, unconditionally and irrevocably Guarantee), jointly and
severally, to each Holder of the

                                      B-3
<PAGE>

Securities and the Trustee the Guarantor Obligations pursuant to Article X of
the Indenture on a senior basis.

5.    Redemption

            Except as set forth below, the Securities will not be redeemable at
the option of the Company prior to June 1, 2008. On and after such date, the
Securities will be redeemable, at the Company's option, in whole or in part, at
any time upon not less than 30 nor more than 60 days' prior notice mailed by
first class mail to each Holder's registered address, at the following
redemption prices (expressed in percentages of principal amount), plus accrued
and unpaid interest, if any, to the applicable 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 12-month period
commencing on June 1 of the years set forth below:

     PERIOD                                                    PERCENTAGE
     ------                                                    ----------
     2008                                                       104.625%
     2009                                                       102.313%
     2010 and thereafter                                        100.000%

            In addition, at any time and from time to time prior to June 1,
2007, the Company may redeem in the aggregate up to 35% of the original
principal amount of the Securities (after giving effect to any future issuance
of Additional Securities) with the Net Cash Proceeds of one or more Equity
Offerings at a redemption price (expressed as a percentage of principal amount)
of 109.25%, plus accrued and unpaid interest, if any, to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date); provided, however,
that at least 65% of the original principal amount of the Securities (after
giving effect to any future issuance of Additional Securities) must remain
outstanding after each such redemption; provided further, that each such
redemption occurs within 60 days of the date of closing of such Equity Offering.

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

            In the case of any partial redemption, selection of the Securities
for redemption will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Securities
are listed or, if the Securities are not listed, then on a pro rata basis, by
lot or by such other method as the Trustee in its sole discretion shall deem to
be fair and appropriate, although no Securities of $1,000 in original principal
amount or less will be redeemed in part. Any such notice to the Trustee may be
cancelled at any time prior to notice of such redemption being mailed to any
Holder and shall thereby be void and of no effect. If any Security is to be
redeemed in part only, the notice of redemption relating to such Security shall
state the portion of the principal amount thereof to be redeemed. A new Security
in

                                      B-4
<PAGE>

principal amount equal to the unredeemed portion thereof will be issued in the
name of the Holder thereof upon cancellation of the original Security. On and
after the redemption date, interest will cease to accrue on Securities or
portions thereof called for redemption as long as the Company has deposited with
the Paying Agent funds in satisfaction of the applicable redemption price
pursuant to the Indenture.

6.    Repurchase Provisions

            If a Change of Control occurs, unless the Company has exercised its
right to redeem all of the Securities as described under paragraph 5 of the
Securities, then such Change of Control shall constitute a triggering event
which shall trigger the obligation of the Company to offer to repurchase from
each Holder all or any part (equal to $1,000 or an integral multiple thereof) of
such Holder's Securities at a purchase price in cash equal to 101% of the
principal amount thereof, plus accrued and unpaid interest, if any, to the date
of repurchase (subject to the right of Holders of record on the relevant record
date to receive interest due on the relevant interest payment date) as provided
in, and subject to the terms of, the Indenture.

7.    Denominations; Transfer; Exchange

            The Securities are in registered form without coupons in
denominations of principal amount of $1,000 and whole multiples of $1,000. A
Holder may transfer or exchange Securities in accordance with the Indenture. The
Registrar may require a Holder, among other things, to furnish appropriate
endorsements or transfer documents and to pay a sum sufficient to cover any
taxes and fees required by law or permitted by the Indenture. The Registrar need
not register the transfer of or exchange (i) any Securities selected for
redemption (except, in the case of a Security to be redeemed in part, the
portion of the Security not to be redeemed) for a period beginning 15 days
before the mailing of a notice of Securities to be redeemed and ending on the
date of such mailing or (ii) any Securities for a period beginning 15 days
before an interest payment date and ending on such interest payment date.

8.    Persons Deemed Owners

            The registered Holder of this Security may be treated as the owner
of it for all purposes.

9.    Unclaimed Money

            If money for the payment of principal or interest remains unclaimed
for two years, the Trustee or Paying Agent shall pay the money back to the
Company at its request unless an abandoned property law designates another
Person. After any such payment, Holders entitled to the money must look only to
the Company for payment as general creditors unless an abandoned property law
designates another person and not to the Trustee for payment.

10.   Defeasance

                  Subject to certain exceptions and conditions set forth in the
Indenture, the Company at any time may terminate some or all of its obligations
under the Securities and the

                                      B-5
<PAGE>

Indenture if the Company deposits with the Trustee money or U.S. Government
Obligations for the payment of principal, premium, if any, and interest on the
Securities to redemption or maturity, as the case may be.

11.   Amendment, Supplement, Waiver

            Subject to certain exceptions set forth in the Indenture, (i) the
Indenture and the Securities may be amended or supplemented by the Company, the
Subsidiary Guarantors and the Trustee with the written consent of the Holders of
at least a majority in principal amount of the then outstanding Securities and
(ii) any default (other than with respect to nonpayment or in respect of a
provision that cannot be amended without the written consent of each
Securityholder affected) or noncompliance with any provision may be waived with
the written consent of the Holders of a majority in principal amount of the then
outstanding Securities. Subject to certain exceptions set forth in the
Indenture, without the consent of any Securityholder, the Company, the
Subsidiary Guarantors and the Trustee may amend or supplement the Indenture or
the Securities to cure any ambiguity, omission, defect or inconsistency, to
provide for uncertificated Securities in addition to or in place of certificated
Securities, to comply with Article IV or Section 10.2 in respect of the
assumption by a Successor Company of an obligation of the Company or the
assumption by a successor Person of the obligations of any Subsidiary Guarantor
under this Indenture, to add Guarantees with respect to the Securities or
release a Subsidiary Guarantor upon its designation as an Unrestricted
Subsidiary in accordance with the Indenture, to secure the Securities, to make
any change that would provide any additional rights or benefits to the Holders
of the Securities or surrender any right or power conferred upon the Company or
that does not adversely affect the rights under the Indenture of any such
Holder, to comply with any requirement of the SEC in order to effect or maintain
the qualification of this Indenture under the TIA, to provide for the issuance
of the Exchange Securities or to provide for the appointment of a successor
Trustee.

12.   Defaults and Remedies

            Under the Indenture, Events of Default include (each of which are
more specially described in the Indenture) (i) default for 30 days in payment of
interest when due on the Securities; (ii) default in payment of principal of or
premium, if any, on the Securities at Stated Maturity, upon required repurchase
or upon optional redemption pursuant to paragraph 5 of the Securities, upon
declaration or otherwise; (iii) the failure by the Company or any Subsidiary
Guarantor to comply with its obligations under Article IV or Section 10.2(b) of
the Indenture; (iv) failure by the Company or any Restricted Subsidiary to
comply for 30 days after notice with any of its obligations under the covenants
described under Sections 3.2 through 3.12 inclusive, Section 3.16 and Section
3.19 of the Indenture (in each case, other than a failure to purchase Securities
when required under the Indenture, which failure shall constitute an Event of
Default under clause (ii) above); (v) the failure by the Company or any
Restricted Subsidiary to comply for 60 days after notice with its other
agreements contained in the Indenture or under the Securities; (vi) default
under any mortgage, indenture or instrument under which there may be issued or
by which there may be secured or evidenced any Indebtedness for money borrowed
by the Company or any of its Restricted

                                      B-6
<PAGE>

Subsidiaries (or the payment of which is guaranteed by the Company or any of its
Restricted Subsidiaries or is recourse to the Company or its Restricted
Subsidiaries, by contract or operation of law), other than Indebtedness owed to
the Company or a Restricted Subsidiary, whether such Indebtedness or guarantee
now exists, or is created after the date of the Indenture, which default (a) is
caused by a failure to pay principal of, or interest or premium, if any, on such
Indebtedness within the grace period provided in such Indebtedness ("payment
default") or (b) results in the acceleration of such Indebtedness prior to its
maturity (the "cross acceleration provision") and, in each case, the principal
amount of any such Indebtedness, together with the principal amount of any other
such Indebtedness under which there has been a payment default or the maturity
of which has been so accelerated, aggregates $5.0 million or more; (vii) certain
events of bankruptcy, insolvency or reorganization of the Company or a
Significant Subsidiary or group of Restricted Subsidiaries that, taken together
(as of the latest audited consolidated financial statements for the Company and
its Restricted Subsidiaries), would constitute a Significant Subsidiary (the
"bankruptcy provisions"); (viii) failure by the Company or any Significant
Subsidiary or group of Restricted Subsidiaries that, taken together (as of the
latest audited consolidated financial statements for the Company and its
Restricted Subsidiaries), would constitute a Significant Subsidiary to pay final
judgments aggregating in excess of $5.0 million (net of any amounts that a
reputable and creditworthy insurance company has acknowledged liability for in
writing), which judgments are not paid, discharged or stayed for a period of 60
days (the "judgment default provision"); or (ix) any Subsidiary Guarantee ceases
to be in full force and effect (except as contemplated by the terms of the
Indenture) or is declared null and void in a judicial proceeding or any
Subsidiary Guarantor denies or disaffirms its obligations under the Indenture or
its Subsidiary Guarantee, and such Default continues for a period of 10 days.
However, a default under clauses (iv) and (v) will not constitute an Event of
Default until the Trustee or the Holders of 25% in principal amount of the
outstanding Securities notify the Company of the default and the Company does
not cure such default within the time specified in clauses (iv) and (v) hereof
after receipt of such notice.

            If an Event of Default (other than an Event of Default described in
(vii) hereof) occurs and is continuing, the Trustee by notice to the Company or
the Holders of at least 25% in principal amount of the outstanding Securities
may declare all the Securities to be due and payable immediately. If an Event of
Default described in (vii) hereof occurs and is continuing, the principal of,
premium, if any, and accrued and unpaid interest on all the Securities will
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holders.

            Securityholders may not enforce the Indenture or the Securities
except as provided in the Indenture. The Trustee may refuse to enforce the
Indenture or the Securities unless it receives reasonable indemnity or security.
Subject to certain limitations, Holders of a majority in principal amount of the
Securities may direct the Trustee in its exercise of any trust or power. The
Trustee may withhold from Securityholders notice of any continuing Default or
Event of Default (except a Default or Event of Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

                                      B-7
<PAGE>

13.   Trustee Dealings with the Company

            Subject to certain limitations set forth in the Indenture, the
Trustee under the Indenture, in its individual or any other capacity, may become
the owner or pledgee of Securities and may otherwise deal with and collect
obligations owed to it by the Company or its Affiliates and may otherwise deal
with the Company or its Affiliates with the same rights it would have if it were
not Trustee.

14.   No Recourse Against Others

            No director, officer, employee, incorporator or stockholder of
Holdings, the Company or a Subsidiary Guarantor, as such, shall have any
liability for any obligations of the Company or such Subsidiary Guarantor under
the Securities, this Indenture or a Subsidiary Guarantee or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Securities by accepting a Security waives and releases all such
liability to the extent permitted by applicable law. The waiver and release are
part of the consideration for issuance of the Securities. Such waiver may not be
effective to waive liabilities under the federal securities laws and it is the
view of the SEC that such a waiver is against public policy.

15.   Authentication

            This Security shall not be valid until an authorized signatory of
the Trustee (or an authenticating agent acting on its behalf) manually signs the
certificate of authentication on the other side of this Security.

16.   Abbreviations

            Customary abbreviations may be used in the name of a Securityholder
or an assignee, such as TEN COM (= tenants in common), TEN ENT (= tenants by the
entirety), JT TEN (= joint tenants with rights of survivorship and not as
tenants in common), CUST (= custodian) and U/G/M/A (= Uniform Gift to Minors
Act).

17.   CUSIP, Common Code and ISIN Numbers

            The Company has caused CUSIP, Common Code or ISIN numbers, if
applicable, to be printed on the Securities and have directed the Trustee to use
CUSIP, Common Code or ISIN numbers, if applicable, in notices of redemption as a
convenience to Securityholders. No representation is made as to the accuracy of
such numbers either as printed on the Securities or as contained in any notice
of redemption and reliance may be placed only on the other identification
numbers placed thereon.

18.   Governing Law

            This Security shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                      B-8
<PAGE>

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

                              Argo-Tech Corporation
                               23555 Euclid Avenue
                               Cleveland, OH 44117

                             Attention: Paul R. Keen

                                      B-9
<PAGE>

                                 ASSIGNMENT FORM

To assign this Security, fill in the form below:

I or we assign and transfer this Security to:

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

________________________________________________________________________________
               (Insert assignee's social security or tax I.D. No.)

and irrevocably appoint ____________ agent to transfer this Security on the
books of the Company. The agent may substitute another to act for him.

________________________________________________________________________________

Date: _______________  Your Signature __________________________________________

Signature Guarantee:  __________________________________________________________
                             (Signature must be guaranteed)

________________________________________________________________________________
Sign exactly as your name appears on the other side of this Security.

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-10
<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

             SCHEDULE OF INCREASES AND DECREASES IN GLOBAL SECURITY

            The following increases and decreases in this Global Security have
been made:

<TABLE>
<S>            <C>                      <C>                      <C>                      <C>
                                                                 Principal Amount of      Signature of
Date of        Amount of decrease in    Amount of increase in    this Global Security     authorized signatory
Decrease or    Principal Amount of      Principal Amount of      following such           of Trustee or
Increase       this Global Security     this Global Security     decrease or increase     Securities Custodian
-----------    ---------------------    ---------------------    --------------------     --------------------
</TABLE>

                                      B-11
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

            If you elect to have this Security purchased by the Company Pursuant
to Section 3.5 or 3.10 of the Indenture, check either box:

                                    [ ]     [ ]
                                    3.5     3.10

            If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 3.5 or Section 3.10 of the Indenture, state the
amount in principal amount (must be integral multiple of $1,000):
$____________________________________________

Date: _______________      Your Signature: _____________________________________
                                           (Sign exactly as your name appears on
                                            the other side of the Security)

Signature Guarantee: ___________________________________________________________
                              (Signature must be guaranteed)

The signature(s) should be guaranteed by an eligible guarantor institution
(banks, stockbrokers, savings and loan associations and credit unions with
membership in an approved signature guarantee medallion program), pursuant to
S.E.C. Rule 17Ad-15.

                                      B-12
<PAGE>

                                                                       EXHIBIT C

            FORM OF INDENTURE SUPPLEMENT TO ADD SUBSIDIARY GUARANTORS

            This Supplemental Indenture, dated as of [_______ __], 20__ (this
"Supplemental Indenture" or "Guarantee"), among [name of future Subsidiary
Guarantor] (the "Guarantor"), Argo-Tech Corporation (together with its
successors and assigns, the "Company"), each other then existing Subsidiary
Guarantor under the Indenture referred to below, and BNY Midwest Trust Company,
as Trustee under the Indenture referred to below.

                              W I T N E S S E T H:

            WHEREAS, the Company, the Subsidiary Guarantors and the Trustee have
heretofore executed and delivered an Indenture, dated as of June 23, 2004 (as
amended, supplemented, waived or otherwise modified, the "Indenture"), providing
for the issuance of 9 1/4% Senior Notes due 2011 of the Company (the
"Securities");

            WHEREAS, Section 3.12 of the Indenture provides that the Company is
required to cause each Restricted Subsidiary that Guarantees any Indebtedness of
the Company or any of its Subsidiary Guarantors to execute and deliver to the
Trustee a supplemental indenture pursuant to which such Restricted Subsidiary
will unconditionally Guarantee, on a joint and several basis with the other
Subsidiary Guarantors, the full and prompt payment of the principal of, premium,
if any, and interest on the Securities on a senior basis; and

            WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee, the
Company and the Subsidiary Guarantors are authorized to execute and deliver this
Supplemental Indenture to amend or supplement the Indenture, without the consent
of any Securityholder;

            NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Guarantor, the Company, the other Subsidiary Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:

                                   ARTICLE I

                                  Definitions

            SECTION 1.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Guarantee
shall refer to the term "Holders" as defined in the Indenture and the Trustee
acting on behalf or for the benefit of such Holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this
Supplemental

<PAGE>

Indenture refer to this Supplemental Indenture as a whole and not to any
particular section hereof.

                                   ARTICLE II

                        Agreement to be Bound; Guarantee

            SECTION 2.1 Agreement to be Bound. The Guarantor hereby becomes a
party to the Indenture as a Subsidiary Guarantor and as such will have all of
the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor under the Indenture. The Guarantor agrees to be bound by
all of the provisions of the Indenture applicable to a Subsidiary Guarantor and
to perform all of the obligations and agreements of a Subsidiary Guarantor under
the Indenture.

            SECTION 2.2 Guarantee. The Guarantor agrees, on a joint and several
basis with all the existing Subsidiary Guarantors, to fully, unconditionally and
irrevocably Guarantee to each Holder of the Securities and the Trustee the
Guarantor Obligations pursuant to Article X of the Indenture on a senior basis.

                                  ARTICLE III

                                 Miscellaneous

            SECTION 3.1 Notices. All notices and other communications to the
Guarantor shall be given as provided in the Indenture to the Guarantor, at its
address set forth below, with a copy to the Company as provided in the Indenture
for notices to the Company.

            SECTION 3.2 Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.

            SECTION 3.3 Governing Law. This Supplemental Indenture shall be
governed by, and construed in accordance with, the laws of the State of New
York.

            SECTION 3.4 Ratification of Indenture; Supplemental Indentures Part
of Indenture. Except as expressly amended hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions and provisions
thereof shall remain in full force and effect. This Supplemental Indenture shall
form a part of the Indenture for all purposes, and every Holder of Securities
heretofore or hereafter authenticated and delivered shall be bound hereby. The
Trustee makes no representation or warranty as to the validity or sufficiency of
this Supplemental Indenture.

                                      C-2
<PAGE>

            SECTION 3.5 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.

            SECTION 3.6 Headings. The headings of the Articles and the Sections
in this Guarantee are for convenience of reference only and shall not be deemed
to alter or affect the meaning or interpretation of any provisions hereof.

                                      C-3
<PAGE>

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

                                               [SECURITIES GUARANTOR],
                                               as a Guarantor

                                               By:
                                                  ______________________________
                                                  Name:
                                                  Title:
                                                  [Address]

                                               BNY MIDWEST TRUST COMPANY,
                                               as Trustee

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               ARGO-TECH CORPORATION

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               ARGO-TECH CORPORATION
                                               (AFTERMARKET)

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               ARGO-TECH CORPORATION (HBP)

                                               By:______________________________
                                                  Name:
                                                  Title:


<PAGE>

                                               ARGO-TECH CORPORATION (OEM)

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               ARGO-TECH CORPORATION COSTA MESA

                                               By:______________________________
                                                  Name:
                                                  Title:

                                               DURODYNE, INC.

                                               By:______________________________
                                                  Name:
                                                  Title:

                                      C-2