<PAGE>

                                                                     Exhibit 4.5



                             AVIATION SALES COMPANY

                   THE GUARANTORS LISTED ON SCHEDULE I HERETO


            8.00% SENIOR SUBORDINATED CONVERTIBLE PIK NOTES DUE 2006



                                   INDENTURE


                           [____________] [___], 2001


                                HSBC BANK USA,
                                    TRUSTEE
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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                                              <C>
ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE..........................................................   1
   Section 1.01.      Definitions..............................................................................   1
   Section 1.02.      Other Definitions........................................................................  16
   Section 1.03.      Incorporation by Reference of Trust Indenture Act........................................  16
   Section 1.04.      Rules of Construction....................................................................  17

ARTICLE 2. THE NOTES...........................................................................................  17
   Section 2.01.      Form and Dating..........................................................................  17
   Section 2.02.      Execution and Authentication.............................................................  19
   Section 2.03.      Registrar, Paying Agent and Conversion Agent.............................................  19
   Section 2.04.      Paying Agent to Hold Money in Trust......................................................  19
   Section 2.05.      Holder Lists.............................................................................  20
   Section 2.06.      Transfer and Exchange....................................................................  21
   Section 2.07.      Replacement Notes........................................................................  24
   Section 2.08.      Outstanding Notes........................................................................  25
   Section 2.09.      Treasury Notes...........................................................................  25
   Section 2.10.      Temporary Notes..........................................................................  25
   Section 2.11.      Cancellation.............................................................................  25
   Section 2.12.      Defaulted Interest.......................................................................  26

ARTICLE 3. REDEMPTION AND PREPAYMENT...........................................................................  26
   Section 3.01.      Notice to Trustee........................................................................  26
   Section 3.02.      Selection of Notes to Be Redeemed........................................................  26
   Section 3.03.      Notice of Redemption.....................................................................  27
   Section 3.04.      Effect of Notice of Redemption...........................................................  28
   Section 3.05.      Deposit of Redemption Price..............................................................  28
   Section 3.06.      Notes Redeemed in Part...................................................................  28
   Section 3.07.      Optional Redemption......................................................................  29
   Section 3.08.      Mandatory Redemption.....................................................................  29
   Section 3.09.      Offer to Purchase by Application of Excess Proceeds......................................  30

ARTICLE 4. COVENANTS...........................................................................................  31
   Section 4.01.      Payment of Notes.........................................................................  31
   Section 4.02.      Maintenance of Office or Agency..........................................................  32
   Section 4.03.      Reports..................................................................................  32
   Section 4.04.      Compliance Certificate...................................................................  33
   Section 4.05.      Taxes....................................................................................  34
   Section 4.06.      Stay, Extension and Usury Laws...........................................................  34
   Section 4.07.      Restricted Payments......................................................................  34
   Section 4.08.      Dividend and Other Payment Restrictions Affecting Subsidiaries...........................  36
   Section 4.09.      Incurrence of Indebtedness and Issuance of Preferred Stock...............................  37
   Section 4.10.      Asset Sales..............................................................................  39
   Section 4.11.      Transactions with Affiliates.............................................................  40
   Section 4.12.      Liens....................................................................................  41
   Section 4.13.      Business Activities......................................................................  41
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
   Section 4.14.      Corporate Existence......................................................................  41
   Section 4.15.      Offer to Repurchase Upon a Change of Control.............................................  41
   Section 4.16.      No Senior Subordinated Debt..............................................................  43
   Section 4.17.      Additional Subsidiary Guarantees.........................................................  43
   Section 4.18.      Payments for Consent.....................................................................  43
   Section 4.19.      Board of Directors.......................................................................  44

ARTICLE 5. SUCCESSORS..........................................................................................  44
   Section 5.01.      Merger, Consolidation, or Sale of Assets.................................................  44
   Section 5.02.      Successor Person Substituted.............................................................  44

ARTICLE 6. DEFAULTS AND REMEDIES...............................................................................  45
   Section 6.01.      Events of Default........................................................................  45
   Section 6.02.      Acceleration.............................................................................  46
   Section 6.03.      Remedies.................................................................................  47
   Section 6.04.      Waiver of Past Defaults..................................................................  47
   Section 6.05.      Control by Majority......................................................................  47
   Section 6.06.      Limitation on Suits......................................................................  47
   Section 6.07.      Rights of Holders to Receive Payment.....................................................  48
   Section 6.08.      Collection Suit by Trustee...............................................................  48
   Section 6.09.      Trustee May File Proofs of Claim.........................................................  48
   Section 6.10.      Priorities...............................................................................  49
   Section 6.11.      Undertaking for Costs....................................................................  49

ARTICLE 7. TRUSTEE.............................................................................................  50
   Section 7.01.      Duties of Trustee........................................................................  50
   Section 7.02.      Rights of Trustee........................................................................  51
   Section 7.03.      Individual Rights of Trustee.............................................................  52
   Section 7.04.      Trustee's Disclaimer.....................................................................  52
   Section 7.05.      Notice of Defaults.......................................................................  52
   Section 7.06.      Reports by Trustee to Holders............................................................  52
   Section 7.07.      Compensation and Indemnity...............................................................  53
   Section 7.08.      Replacement of Trustee...................................................................  54
   Section 7.09.      Successor Trustee by Merger, etc.........................................................  55
   Section 7.10.      Eligibility; Disqualification............................................................  55
   Section 7.11.      Preferential Collection of Claims Against Company........................................  55

ARTICLE 8. LEGAL DEFEASANCE AND COVENANT DEFEASANCE............................................................  55
   Section 8.01.      Option to Effect Legal Defeasance or Covenant Defeasance.................................  55
   Section 8.02.      Legal Defeasance and Discharge...........................................................  55
   Section 8.03.      Covenant Defeasance......................................................................  56
   Section 8.04.      Conditions to Legal or Covenant Defeasance...............................................  56
   Section 8.05.      Deposited Money and Government Securities to be Held in Trust;
                      Other Miscellaneous Provisions...........................................................  58
   Section 8.06.      Repayment to Company.....................................................................  58
   Section 8.07.      Reinstatement............................................................................  59
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
ARTICLE 9. AMENDMENT, SUPPLEMENT AND WAIVER....................................................................  59
   Section 9.01.      Without Consent of Holders...............................................................  59
   Section 9.02.      With Consent of Holders..................................................................  60
   Section 9.03.      Compliance with Trust Indenture Act......................................................  61
   Section 9.04.      Revocation and Effect of Consents........................................................  61
   Section 9.05.      Notation on or Exchange of Notes.........................................................  62
   Section 9.06.      Trustee to Sign Amendments, etc..........................................................  62

ARTICLE 10. SUBORDINATION......................................................................................  62
   Section 10.01.     Agreement to Subordinate.................................................................  62
   Section 10.02.     Liquidation; Dissolution; Bankruptcy.....................................................  63
   Section 10.03.     Default on Designated Senior Debt........................................................  63
   Section 10.04.     Acceleration of Notes....................................................................  64
   Section 10.05.     When Distribution Must be Paid Over......................................................  64
   Section 10.06.     Notice by Company........................................................................  64
   Section 10.07.     Subrogation..............................................................................  64
   Section 10.08.     Relative Rights..........................................................................  65
   Section 10.09.     Subordination May Not be Impaired by Company.............................................  65
   Section 10.10.     Distribution or Notice to Representative.................................................  65
   Section 10.11.     Rights of Trustee and Paying Agent.......................................................  65
   Section 10.12.     Authorization to Effect Subordination....................................................  66
   Section 10.13.     Amendments...............................................................................  66

ARTICLE 11. SUBSIDIARY GUARANTEES..............................................................................  66
   Section 11.01.     Guarantee................................................................................  66
   Section 11.02.     Limitation on Guarantor Liability........................................................  67
   Section 11.03.     Execution and Delivery of Subsidiary Guarantee...........................................  68
   Section 11.04.     Guarantors May Consolidate, etc., on Certain Terms.......................................  68
   Section 11.05.     Release..................................................................................  69

ARTICLE 12. SUBORDINATION OF SUBSIDIARY GUARANTEE..............................................................  70
   Section 12.01.     Agreement to Subordinate.................................................................  70
   Section 12.02.     Liquidation; Dissolution; Bankruptcy.....................................................  70
   Section 12.03.     Default on Designated Senior Debt........................................................  70
   Section 12.04.     Acceleration of Subsidiary Guarantees....................................................  71
   Section 12.05.     When Distribution Must be Paid Over......................................................  71
   Section 12.06.     Notice by Guarantor......................................................................  71
   Section 12.07.     Subrogation..............................................................................  72
   Section 12.08.     Relative Rights..........................................................................  72
   Section 12.09.     Subordination May Not be Impaired by Guarantor...........................................  72
   Section 12.10.     Distribution or Notice to Representative.................................................  73
   Section 12.11.     Rights of Trustee and Paying Agent.......................................................  73
   Section 12.12.     Authorization to Effect Subordination....................................................  74
   Section 12.13.     Amendments...............................................................................  74

ARTICLE 13. SATISFACTION AND DISCHARGE.........................................................................  74
   Section 13.01.     Satisfaction and Discharge...............................................................  74
</TABLE>

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<TABLE>
<S>                                                                                                              <C>
   Section 13.02.     Application of Trust Money...............................................................  75

ARTICLE 14. CONVERSION.........................................................................................  76
   Section 14.01.     Mandatory Conversion.....................................................................  76
   Section 14.02.     Conversion Procedure; Conversion Rate; Fractional Shares.................................  76
   Section 14.03.     Reserved.................................................................................  77
   Section 14.04.     Reserved.................................................................................  77
   Section 14.05.     Reserved.................................................................................  77
   Section 14.06.     Reserved.................................................................................  77
   Section 14.07.     Company To Reserve Stock: Registration; Listing..........................................  77
   Section 14.08.     Taxes on Conversion......................................................................  77
   Section 14.09.     Covenant as to Common Stock..............................................................  78
   Section 14.10.     Company Determination Final..............................................................  78
   Section 14.11.     Trustee's Disclaimer.....................................................................  78
   Section 14.12.     Cancellation of Converted Notes..........................................................  78

ARTICLE 15. MEETINGS OF HOLDERS OF NOTES.......................................................................  78
   Section 15.01.     Purposes for Which Meetings May Be Called................................................  78
   Section 15.02.     Manner of Calling Meetings...............................................................  78
   Section 15.03.     Call of Meeting by the Company or the Holders............................................  79
   Section 15.04.     Who May Attend and Vote at Meetings......................................................  79
   Section 15.05.     Quorum; Action...........................................................................  79
   Section 15.06.     Regulations May Be Made by Trustee; Conduct of the Meeting; Voting
                      Rights - Adjournment.....................................................................  80
   Section 15.07.     Manner of Voting at Meetings and Record to Be Kept.......................................  81
   Section 15.08.     Exercise of Rights of Trustee and Holders Not to Be Hindered or Delayed..................  81

ARTICLE 16. MISCELLANEOUS......................................................................................  81
   Section 16.01.     Trust Indenture Act Controls.............................................................  81
   Section 16.02.     Notices..................................................................................  82
   Section 16.03.     Communication by Holders with Other Holders..............................................  83
   Section 16.04.     Acts of Holders..........................................................................  83
   Section 16.05.     Certificate and Opinion as to Conditions Precedent.......................................  84
   Section 16.06.     Statements Required in Certificate or Opinion............................................  84
   Section 16.07.     Rules by Trustee and Agents..............................................................  85
   Section 16.08.     Anti-Dilution............................................................................  85
   Section 16.09.     No Personal Liability of Directors, Officers, Employees and Stockholders.................  86
   Section 16.10.     Governing Law............................................................................  86
   Section 16.11.     No Adverse Interpretation of Other Agreements............................................  87
   Section 16.12.     Successors...............................................................................  87
   Section 16.13.     Severability.............................................................................  87
   Section 16.14.     Counterpart Originals....................................................................  87
   Section 16.15.     Table of Contents, Headings, etc.........................................................  87
</TABLE>

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<PAGE>

EXHIBITS AND SCHEDULES

         Exhibit A            FORM OF NOTE (Global Note and Definitive Note)

         Exhibit B            FORM OF SUPPLEMENTAL INDENTURE

         SCHEDULE I           SCHEDULE OF GUARANTORS

                                      -v-
<PAGE>

                                    INDENTURE
                                    ---------


         INDENTURE dated as of [____________] [___], 2001 by and among Aviation
Sales Company, a Delaware corporation (the "Company"), the Guarantors listed on
Schedule I hereto, as amended from time to time, and HSBC Bank USA, as Trustee.

         The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the 8.00% Senior Subordinated Convertible PIK Notes due 2006:

                                  ARTICLE 1.
                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions.

         "Acquired Debt" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person is
merged with or into or became a Subsidiary of such specified Person, including,
without limitation, Indebtedness incurred in connection with, or in
contemplation of, such other Person merging with or into or becoming a
Subsidiary of such specified Person, and (ii) Indebtedness secured by a Lien
encumbering any asset acquired by such specified Person.

         "Additional Notes" means 8.00% Senior Subordinated Convertible PIK
Notes due 2006 issued as interest, substantially in the form of Exhibit A
hereto.

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

         "Agent" means any Registrar, Paying Agent or Conversion Agent.

         "Agent Members" means members of, or Participants in, the Depositary.

         "Applicable Procedures" means the applicable procedures of the
Depositary.

         "Asset Sale" means (i) the sale, lease, conveyance or other disposition
of any assets or rights (including, without limitation, by way of a sale and
leaseback) other than sales or leases of inventory in the ordinary course of
business or sales of leases or of assets subject to leases in the ordinary
course of business (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Company and its
Restricted Subsidiaries taken as a whole
<PAGE>

will be governed by Section 4.15 and/or Article 5 hereof and not by Section 4.10
hereof) and (ii) the issue or sale by the Company or any of its Restricted
Subsidiaries of Equity Interests of any of the Company's Restricted
Subsidiaries, in the case of either clause (i) or (ii), whether in a single
transaction or a series of related transactions (a) that have a fair market
value in excess of $2.0 million or (b) for net proceeds in excess of $2.0
million. Notwithstanding the foregoing, the following items shall not be deemed
to be Asset Sales: (i) transfer of assets by the Company to a Wholly Owned
Restricted Subsidiary or by a Wholly Owned Restricted Subsidiary to the Company
or to another Wholly Owned Restricted Subsidiary, (ii) an issuance of Equity
Interests by a Wholly Owned Restricted Subsidiary to the Company or to another
Wholly Owned Restricted Subsidiary, and (iii) a Restricted Payment that is
permitted by Section 4.07 hereof.

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

          "beneficial owner" has the meaning assigned to such term in Rule 13d-3
and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial
ownership of any particular "person" (as that term is used in Section 13(d)(3)
of the Exchange Act), such "person" will be deemed to have beneficial ownership
of all securities that such "person" has the right to acquire by conversion or
exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms
"beneficially owns," "beneficially owned" and "beneficial ownership" have a
corresponding meaning.

          "Board of Directors" means:

          (1)  with respect to a corporation, the board of directors (or duly
authorized committee thereof) of the corporation;

          (2)  with respect to a partnership, the board of directors or similar
governing body of the general partner of the partnership; and

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

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

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

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

          "Capital Stock" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any

                                      -2-
<PAGE>

other interest or participation that confers on a Person the right to receive a
share of the profits and losses of, or distributions of assets of, the issuing
Person.

         "Cash Equivalents" means (i) United States dollars, (ii) securities
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof (provided that the full
faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition, (iii)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with any domestic commercial bank having capital and surplus in excess of $500
million and a Thompson Bank Watch Rating of "B" or better, (iv) repurchase
obligations with a term of not more than seven days for underlying securities of
the types described in clauses (ii) and (iii) above entered into with any
financial institution meeting the qualifications specified in clause (iii)
above, (v) commercial paper having the highest rating obtainable from Moody's
Investors Service, Inc. or Standard & Poor's Corporation and in each case
maturing within six months after the date of acquisition and (vi) money market
funds at least 95% of the assets of which constitute Cash Equivalents of the
kinds described in clauses (i) - (v) of this definition.

         "Change of Control" means the occurrence of any of the following: (i)
the sale, lease, transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or a series of related transactions, of all or
substantially all of the assets of the Company and its Restricted Subsidiaries
taken as a whole to any "person" (as such term is used in Section 13(d)(3) of
the Exchange Act), (ii) the adoption of a plan relating to the liquidation or
dissolution of the Company, (iii) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which
is that any "person" (as defined above) becomes the beneficial owner, directly
or indirectly, of more than 50% of the Voting Stock of the Company (measured by
voting power rather than number of shares), provided, however, that the
beneficial ownership by Lacy J. Harber (or any group in which Lacy J. Harber is
a member) of more than 50% of the Voting Stock of the Company shall not
constitute a Change of Control, or (iv) the first day on which a majority of the
members of the Board of Directors of the Company are not Continuing Directors.

         "Closing Price Per Share" means with respect to the Common Stock, for
any day, (i) the last reported sale price regular way (or if no closing sale
price is reported, the average of the bid and ask prices or, if more than one in
either case, the average of the average bid and average ask prices) on such date
as reported in the composite transactions for the principal United States
securities exchange on which the Common Stock is traded or, if the Common Stock
is not listed on a United States national or regional stock exchange, as
reported by the Nasdaq National Market, or (ii) if the Common Stock is not
listed or admitted to trading on any United States securities exchange or quoted
on the Nasdaq National Market, the average of the closing bid and ask prices in
the over-the-counter market as furnished by any Nasdaq National Market member
firm selected from time to time by the Company for that purpose.

         "Common Stock" means the common stock, par value $.001 per share, of
the Company authorized at the date of this Indenture. Subject to the provisions
of Section 13.04, shares issuable on conversion or repurchase of Notes shall
include only shares of Common Stock or

                                      -3-
<PAGE>

shares of any class or classes of common stock resulting from any
reclassification or reclassifications thereof; provided, however, that if at any
time there shall be more than one such resulting class, the shares so issuable
upon conversion of Notes shall include shares of all such classes, and the
shares of each class then so issuable shall be substantially in the proportion
which the total number of shares of such class resulting from all such
reclassifications bears to the total number of shares of all such classes
resulting from all such reclassifications.

         "Company" means the Person named as the "Company" in the first
paragraph of this Indenture until a successor entity shall have become such
pursuant to the applicable provisions of this Indenture, and thereafter
"Company" shall mean such successor entity.

         "Consolidated Cash Flow" means, with respect to any Person for any
period, the Consolidated Net Income of such Person for such period plus (i) an
amount equal to any extraordinary loss plus any net loss realized in connection
with an Asset Sale (to the extent such losses were deducted in computing such
Consolidated Net Income), plus (ii) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was included in computing such Consolidated
Net Income, plus (iii) consolidated interest expense of such Person and its
Restricted Subsidiaries for such period, whether paid or accrued and whether or
not capitalized (including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net payments (if any) pursuant to Hedging
Obligations), to the extent that any such expense was deducted in computing such
Consolidated Net Income, plus (iv) depreciation, amortization (including
amortization of goodwill and other intangibles but excluding amortization of
prepaid cash expenses that were paid in a prior period) and other non-cash
expenses (excluding any such non-cash expense to the extent that it represents
an accrual of or reserve for cash expenses in any future period or amortization
of a prepaid cash expense that was paid in a prior period) of such Person and
its Restricted Subsidiaries for such period to the extent that such
depreciation, amortization and other non-cash expenses were deducted in
computing such Consolidated Net Income, plus (v) an amount equal to 1/3 of the
Consolidated Lease Expense of such Person and its Restricted Subsidiaries for
such period, to the extent that any such expense was deducted in computing such
Consolidated Net Income, minus (vi) non-cash items increasing such Consolidated
Net Income for such period, in each case, on a consolidated basis and determined
in accordance with GAAP. Notwithstanding the foregoing, the provision for taxes
based on the income or profits of, and the depreciation and amortization and
other non-cash expenses of, a Restricted Subsidiary of the referent Person shall
be added to Consolidated Net Income to compute Consolidated Cash Flow only to
the extent (and in the same proportion) that the Net Income of such Restricted
Subsidiary was included in calculating the Consolidated Net Income of such
Person and only if a corresponding amount would be permitted at the date of
determination to be distributed to the Company by such Restricted Subsidiary
without prior governmental approval (that has not been obtained), and without
direct or indirect restriction 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.

                                      -4-
<PAGE>

     "Consolidated Lease Expense" means, with respect to any Person for any
period, the aggregate rental obligations of such Person and its consolidated
Restricted Subsidiaries determined on a consolidated basis in accordance with
GAAP payable in respect of such period under leases of real and/or personal
property (net of income from subleases thereof, but including taxes, insurance,
maintenance and similar expenses that the lessee is obligated to pay under the
terms of such leases), whether or not such obligations are reflected as
liabilities or commitments on a consolidated balance sheet of such Person and
its Restricted Subsidiaries or in the notes thereto.

     "Consolidated Net Income" means, with respect to any Person for any period,
the aggregate of the Net Income of such Person and its Restricted Subsidiaries
for such period, on a consolidated basis, determined in accordance with GAAP;
provided that (i) the Net Income (but not loss) of any Person that is not a
Restricted Subsidiary or that is accounted for by the equity method of
accounting shall be included only to the extent of the amount of dividends or
distributions paid in cash to the referent Person or a Wholly Owned Restricted
Subsidiary thereof, (ii) the Net Income of any Restricted Subsidiary shall be
excluded to the extent that the declaration or payment of dividends or similar
distributions by that Restricted Subsidiary of that Net Income is not at the
date of determination permitted without any prior governmental approval (that
has not been obtained) or, directly or indirectly, by operation of the terms of
its charter or any agreement, instrument, judgment, decree, order, statute, rule
or governmental regulation applicable to that Subsidiary or its stockholders,
(iii) the Net Income of any Person acquired in a pooling of interests
transaction for any period prior to the date of such acquisition shall be
excluded and (iv) the cumulative effect of a change in accounting principles
shall be excluded.

     "Consolidated Net Worth" means, with respect to any Person as of any date,
the sum of (i) the consolidated equity of the common stockholders of such Person
and its consolidated Subsidiaries as of such date plus (ii) the respective
amounts reported on such Person's balance sheet as of such date with respect to
any series of preferred stock (other than Disqualified Stock) that by its terms
is not entitled to the payment of dividends unless such dividends may be
declared and paid only out of net earnings in respect of the year of such
declaration and payment, but only to the extent of any cash received by such
Person upon issuance of such preferred stock, less (x) all write-ups (other than
write-ups resulting from foreign currency translations and write-ups of tangible
assets of a going concern business made within 12 months after the acquisition
of such business) subsequent to the date of this Indenture in the book value of
any asset owned by such Person or a consolidated Subsidiary of such Person, (y)
all investments as of such date in unconsolidated Subsidiaries and in Persons
that are not Subsidiaries (except, in each case, Permitted Investments), and (z)
all unamortized debt discount and expense and unamortized deferred charges as of
such date, all of the foregoing determined in accordance with GAAP.

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

                                      -5-
<PAGE>

     "Conversion Agent" means any Person authorized by the Company to convert
Notes in accordance with Section 2.03 and Article 14.

     "Conversion Date" means December 31, 2006.

     "Corporate Trust Office of the Trustee" shall be at the address of the
Trustee specified in Section 16.02; provided, however, for the purpose of
presentation of Notes for payment, registration of transfer or exchange and
maintenance of the registration books, such term shall mean the office at which
the Trustee conducts its corporate agency business, or such other address as to
which the Trustee may give notice to the Company.

     "Covenant Defeasance" has the meaning specified in Section 8.03.

     "Credit Facility" means that certain Fourth Amended and Restated Credit
Agreement dated as of May 31, 2000, by and among the Company, certain
subsidiaries of the Company, Citicorp USA, Inc., as Agent, and the institutions
party thereto from time to time as Lenders and as Issuing Banks, including any
related notes, guarantees, collateral documents, instruments and agreements
executed in connection therewith, and in each case as amended, modified,
renewed, refunded, replaced or refinanced from time to time.

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

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

     "Definitive Notes" means Notes that are in the form of the Note attached
hereto as Exhibit A, that do not include the Global Note Legend or the Schedule
of Exchanges of Interests in the Global Note.

     "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in global form, the Person specified in Section 2.03 as the
Depositary with respect to the Notes, until a successor shall have been
appointed and become such pursuant to the applicable provision of this
Indenture, and, thereafter, "Depositary" shall mean or include such successor.

     "Designated Senior Debt" means (i) any Indebtedness outstanding under the
Credit Facility; (ii) any amounts due under the TROL Financing (whether or not
deemed Indebtedness) and (iii) any other Senior Debt the principal amount of
which is $25 million or more permitted under this Indenture and that has been
designated by the Company as "Designated Senior Debt."

     "Direct Participant" means a participant which may deposit in the
Depositary.

     "Disqualified Stock" means any Capital Stock that, by its terms (or by the
terms of any security into which it is convertible, or for which it is
exchangeable, at the option of the holder thereof), or upon the happening of any
event, matures or is mandated to be redeemable, pursuant to a sinking fund
obligation or otherwise, or redeemable at the option of the Holder thereof, in
whole or in part, on or prior to the date that is 91 days after the date on
which the Notes mature; provided, however, that any Capital Stock that would
constitute Disqualified Stock solely

                                      -6-
<PAGE>

because the holders thereof have the right to require the Company to repurchase
such Capital Stock upon the occurrence of a Change of Control or an Asset Sale
shall not constitute Disqualified Stock if the terms of such Capital Stock
provide that the Company may not repurchase or redeem any such Capital Stock
pursuant to such provisions unless such repurchase or redemption complies with
Section 4.07 hereof.

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

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

     "Existing Indebtedness" means up to $22.0 million in aggregate principal
amount of Indebtedness of the Company and its Subsidiaries (other than
Indebtedness under the Credit Facility) in existence on the date of this
Indenture, until such amounts are repaid.

     "Fixed Charges" means, with respect to any Person and its Restricted
Subsidiaries for any period, the sum, without duplication, of (i) the
consolidated interest expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued (including, without limitation,
amortization of debt issuance costs and original issue discount, non-cash
interest payments, the interest component of any deferred payment obligations,
the interest component of all payments associated with Capital Lease
Obligations, commissions, discounts and other fees and charges incurred in
respect of letter of credit or bankers' acceptance financings, and net payments
(if any) pursuant to Hedging Obligations) and (ii) the consolidated interest of
such Person and its Restricted Subsidiaries that was capitalized during such
period, and (iii) any interest expense on Indebtedness of another Person that is
Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a
Lien on assets of such Person or one of its Restricted Subsidiaries (whether or
not such Guarantee or Lien is called upon), (iv) the product of (a) all dividend
payments, whether or not in cash, on any series of preferred stock of such
Person or any of its Restricted Subsidiaries, other than dividend payments on
Equity Interests payable solely in Equity Interests of the Company (other than
Disqualified Stock) or to the Company or a Restricted Subsidiary of the Company,
times (b) a fraction, the numerator of which is one and the denominator of which
is one minus the then current combined federal, state and local statutory tax
rate of such Person, expressed as a decimal, in each case, on a consolidated
basis and in accordance with GAAP and (v) an amount equal to 1/3 of the
Consolidated Lease Expense of such Person and its Restricted Subsidiaries for
such period, whether paid or accrued.

     "Fixed Charge Coverage Ratio" means with respect to any Person and its
Restricted Subsidiaries for any period, the ratio of the Consolidated Cash Flow
of such Person and its Restricted Subsidiaries for such period to the Fixed
Charges of such Person for such period. In the event that the referent Person or
any of its Restricted Subsidiaries incurs, assumes, Guarantees or redeems any
Indebtedness (other than revolving credit borrowings) or issues or redeems
preferred stock subsequent to the commencement of the period for which the Fixed
Charge Coverage Ratio is being calculated but prior to the date on which the
event for which the calculation of the Fixed Charge Coverage Ratio is made (the
"Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated
giving pro forma effect to such incurrence, assumption, Guarantee or redemption
of Indebtedness, or such issuance or redemption of

                                      -7-
<PAGE>

preferred stock, as if the same had occurred at the beginning of the applicable
four-quarter reference period. In addition, for purposes of making the
computation referred to above, (i) acquisitions that have been made by the
Company or any of its Restricted Subsidiaries, including through mergers or
consolidations and including any related financing transactions, during the
four-quarter reference period or subsequent to such reference period and on or
prior to the Calculation Date shall be deemed to have occurred on the first day
of the four-quarter reference period and Consolidated Cash Flow for such
reference period shall be calculated without giving effect to clause (iii) of
the proviso set forth in the definition of Consolidated Net Income, and (ii) the
Consolidated Cash Flow attributable to discontinued operations, as determined in
accordance with GAAP, and operations or businesses disposed of prior to the
Calculation Date, shall be excluded, and (iii) the Fixed Charges attributable to
discontinued operations, as determined in accordance with GAAP, and operations
or businesses disposed of prior to the Calculation Date, shall be excluded, but
only to the extent that the obligations giving rise to such Fixed Charges will
not be obligations of the referent Person or any of its Restricted Subsidiaries
following the Calculation Date.

     "Fully Diluted Outstanding Common Stock" means, with respect to any date,
the number of shares of Common Stock actually issued and outstanding on such
date, plus the number of shares of Common Stock which may be issued upon
exercise, conversion (exclusive of the shares of Common Stock issuable upon
conversion of the Notes) or exchange of any and all outstanding options, stock,
rights, warrants or other securities of the Company.

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

     "Global Note" means a global note that contains the Schedule of Exchanges
of Interests in the Global Note contained in the form of the Note attached
hereto as Exhibit A, and that is deposited with the Depositary or the Trustee as
custodian for the Depositary and registered in the name of the Depositary (or
its nominee), representing Notes.

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

     "Guarantee" means a guarantee (other than by endorsement of negotiable
instruments for collection in the ordinary course of business), direct or
indirect, in any manner (including, without limitation, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.

     "Guarantors" means any Subsidiary of the Company that executes a Subsidiary
Guarantee in accordance with the provisions of this Indenture and its respective
successors and assigns.

                                      -8-
<PAGE>

     "Hedging Obligations" means, with respect to any Person, the obligations of
such Person under (i) interest rate swap agreements, interest rate cap
agreements and interest rate collar agreements and (ii) other agreements or
arrangements designed to protect such Person against fluctuations in interest
rates.

     "Holder" means a holder of any of the Notes.

     "Indebtedness" means, with respect to any Person, any indebtedness of such
Person, whether or not contingent, in respect of borrowed money or evidenced by
bonds, notes, debentures or similar instruments or letters of credit (or
reimbursement agreements in respect thereof) or banker's acceptances or
representing Capital Lease Obligations or the balance deferred and unpaid of the
purchase price of any property or representing any Hedging Obligations, except
any such balance that constitutes an accrued expense or trade payable, if and to
the extent any of the foregoing (other than letters of credit and Hedging
Obligations) would appear as a liability upon a balance sheet of such Person
prepared in accordance with GAAP, as well as all Indebtedness of others secured
by a Lien on any asset of such Person (whether or not such Indebtedness is
assumed by such Person) and, to the extent not otherwise included, the Guarantee
by such Person of any indebtedness of any other Person. The amount of any
Indebtedness outstanding as of any date shall be (i) the accreted value thereof,
in the case of any Indebtedness issued with original issue discount, and (ii)
the principal amount thereof, together with any interest thereon that is more
than 30 days past due, in the case of any other Indebtedness. The TROL Financing
shall be deemed Indebtedness unless and until it no longer appears as a
liability upon the balance sheet of the Company prepared in accordance with
GAAP.

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

     "Indirect Participant" means securities brokers and dealers, banks and
trust companies that clear or maintain a custodial relationship with a Direct
Participant, directly or indirectly.

     "Interest Payment Date," when used with respect to any Note, means the
Stated Maturity of an installment of interest on such Note.

     "Investments" means, with respect to any Person, all investments by such
Person in other Persons (including Affiliates) in the forms of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding commission, travel and similar
advances to officers and employees made in the ordinary course of business),
purchases or other acquisitions for consideration of Indebtedness, Equity
Interests or other securities, together with all items that are or would be
classified as investments on a balance sheet prepared in accordance with GAAP.
If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Equity Interests of any direct or indirect Restricted Subsidiary
of the Company such that, after giving effect to any such sale or disposition,
such Person is no longer a Restricted Subsidiary of the Company, the Company
shall be deemed to have made an Investment on the date of any such sale or
disposition equal to the fair market value of the Equity Interests of such
Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.07 hereof.

                                      -9-
<PAGE>

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

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

     "Net Income" means, with respect to any Person, the net income (loss) of
such Person, determined in accordance with GAAP and before any reduction in
respect of preferred stock dividends, excluding, however, (i) any gain (but not
loss), together with any related provision for taxes on such gain (but not
loss), realized in connection with (a) any Asset Sale (including, without
limitation, dispositions pursuant to sale and leaseback transactions) or (b) the
disposition of any securities by such Person or any of its Restricted
Subsidiaries or the extinguishment of any Indebtedness of such Person or any of
its Restricted Subsidiaries and (ii) any extraordinary or nonrecurring gain (but
not loss), together with any related provision for taxes on such extraordinary
or nonrecurring gain (but not loss).

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

     "Non-Recourse Debt" means Indebtedness (i) as to which neither the Company
nor any of its Restricted Subsidiaries (a) provides credit support of any kind
(including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or
otherwise), or (c) constitutes the lender; and (ii) no default with respect to
which (including any rights that the holders thereof may have to take
enforcement action against an Unrestricted Subsidiary) would permit (upon
notice, lapse of time or both) any holder of any other Indebtedness (other than
the Notes) of the Company or any of its Restricted Subsidiaries to declare a
default on such other Indebtedness or cause the payment thereof to be
accelerated or payable prior to its stated maturity; and (iii) as to which the
lenders have been notified in writing

                                     -10-
<PAGE>

that they will not have any recourse to the stock or assets of the Company or
any of its Restricted Subsidiaries.

     "Notes" means, collectively, the 8.00% Senior Subordinated Convertible PIK
Notes due 2006 and any Additional Notes issued hereunder, substantially in the
form of Exhibit "A" hereto.

     "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness or under the TROL Financing
(whether or not deemed Indebtedness).

     "Offer Amount" has the meaning specified in Section 3.09.

     "Offer Period" has the meaning specified in Section 3.09.

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

     "Officer's Certificate" means a certificate signed on behalf of the Company
by the principal executive officer, the principal financial officer, the
treasurer or the principal accounting officer of the Company, that meets the
requirements set forth in Section 16.06.

     "Opinion of Counsel" means an opinion from legal counsel who is reasonably
acceptable to the Trustee, that meets the requirements of Section 16.06. The
counsel may be an employee of or counsel to the Company, any Subsidiary of the
Company or the Trustee.

     "Participant" means a Direct Participant and/or an Indirect Participant.

     "Paying Agent" means any Person authorized by the Company to pay the
principal of, or interest on the Notes on behalf of the Company.

     "Permitted Business" means any business or activities conducted by the
Company on the date of this Indenture and any business or activities related,
ancillary or complementary to such business or activities.

     "Permitted Debt" has the meaning specified in Section 4.09.

     "Permitted Investments" means (a) any Investment in the Company or in a
Guarantor; (b) any Investment in Cash Equivalents; (c) any Investment by the
Company or any Restricted Subsidiary of the Company in a Person, if as a result
of such Investment (i) such Person becomes a Guarantor or (ii) such Person is
merged, consolidated or amalgamated with or into, or transfers or conveys
substantially all of its assets to, or is liquidated into, the Company or a
Guarantor; (d) any Investment made as a result of the receipt of non-cash
consideration from an Asset Sale that was made pursuant to and in compliance
with Section 4.10 hereof; (e) any acquisition of assets solely in exchange for
the issuance of Equity Interests (other than Disqualified Stock) of the Company;
and (f) other Investments in any Person having an aggregate fair market value
(measured on the date each such Investment was made and without giving effect to
subsequent

                                     -11-
<PAGE>

changes in value), when taken together with all other Investments made pursuant
to this clause (f) that are at the time outstanding, not to exceed $10.0
million.

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

     "Permitted Liens" means: (i) Liens on assets of the Company or any
Guarantor to secure Senior Debt of the Company or such Guarantor that was
permitted by the terms of this Indenture to be incurred; (ii) Liens in favor of
the Company or a Guarantor; (iii) Liens on property of a Person existing at the
time such Person is merged into or consolidated with the Company or any
Subsidiary of the Company; provided that such Liens were in existence prior to
the contemplation of such merger or consolidation and do not extend to any
assets other than those of the Person merged into or consolidated with the
Company; (iv) Liens on property existing at the time of acquisition thereof by
the Company or any Subsidiary of the Company, provided that such Liens were in
existence prior to the contemplation of such acquisition; (v) Liens to secure
the performance of statutory obligations, surety or appeal bonds, performance
bonds or other obligations of a like nature incurred in the ordinary course of
business; (v) Liens to secure Indebtedness (including Capital Lease Obligations)
permitted by clause (d) of the second paragraph of Section 4.09 covering only
the assets acquired with such Indebtedness; (vi) Liens existing on the date of
this Indenture; (vii) Liens for taxes, assessments or governmental charges or
claims that are not yet delinquent or that are being contested in good faith by
appropriate proceedings promptly instituted and diligently concluded, provided
that any reserve or other appropriate provision as shall be required in
conformity with GAAP shall have been made therefor; (viii) Liens incurred in the
ordinary course of business of the Company or any Subsidiary of the Company with
respect to obligations that do not exceed $10.0 million at any one time
outstanding and that (a) are not incurred in connection with the borrowing of
money or the obtaining of advances or credit (other than trade credit in the
ordinary course of business) and (b) do not in the aggregate materially detract
from the value of the property or materially impair the use thereof in the
operation of business by the Company or such Subsidiary; (ix) Liens to secure
the Notes or the Subsidiary Guarantees; and (x) Liens on assets of Unrestricted
Subsidiaries that secure Non-Recourse Debt of Unrestricted Subsidiaries.

     "Permitted Refinancing Indebtedness" means any Indebtedness of the Company
or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
or the TROL Financing (other than intercompany Indebtedness); provided that: (i)
the principal amount (or accreted value, if applicable) of such Permitted
Refinancing Indebtedness does not exceed the principal amount of (or accreted
value, if applicable), plus accrued interest on (plus holder yield, in the case
of the TROL Financing), the Indebtedness or the TROL Financing so extended,
refinanced, renewed, replaced, defeased or refunded (plus the amount of
reasonable expenses incurred in connection therewith); (ii) such Permitted
Refinancing Indebtedness has a final maturity date later than the final maturity
date of, and has a Weighted Average Life to Maturity equal to or greater than
the Weighted Average Life to Maturity of, the Indebtedness or the TROL Financing
being extended, refinanced, renewed, replaced, defeased or refunded; (iii) if
the Indebtedness or the TROL Financing being extended,

                                     -12-
<PAGE>

refinanced, renewed, replaced, defeased or refunded is subordinated in right of
payment to the Notes, such Permitted Refinancing Indebtedness has a final
maturity date later than the final maturity date of, and is subordinated in
right of payment to, the Notes on terms at least as favorable to the Holders of
Notes as those contained in the documentation governing the Indebtedness or the
TROL Financing being extended, refinanced, renewed, replaced, defeased or
refunded; and (iv) such Indebtedness is incurred by (whether as borrower or
guarantor) the Person or Persons which is or are the obligor or obligors on the
Indebtedness or TROL Financing being extended, refinanced, renewed, replaced,
defeased or refunded.

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

     "Prospectus" means the Prospectus and Consent Solicitation of the Company
dated ____________, 2001.

     "Redemption Date," when used with respect to any Notes to be redeemed,
means the date fixed for such redemption pursuant to this Indenture.

     "registrar" means the Person appointed by the Company to keep the register
which shall be kept for the registration of Notes and of registrations of
transfers of Notes.

     "Representative" means the agent or representative for any holder or
holders of any Senior Debt.

     "Responsible Officer," when used with respect to the Trustee, means any
officer within the Corporate Trust Administration of the Trustee (or any
successor group of the Trustee with direct responsibility for Administration of
this Indenture) or any other officer of the Trustee assigned to perform the
duties of Trustee hereunder and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

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

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

     "SEC" means the Securities and Exchange Commission.

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

     "Senior Debt" means (i) all Indebtedness outstanding under the Credit
Facility, the Existing Indebtedness, the TROL Financing (whether or not deemed
Indebtedness), all Hedging Obligations with respect thereto and, after a default
has occurred and is continuing under the Credit Facility, all other Indebtedness
arising from intercompany loans and advances owing by the Company or any of the
Guarantors which constitutes part of the collateral security for the Credit
Facility and such Hedging Obligations, including, without limitation,
Indebtedness evidenced by intercompany notes pledged or assigned in connection
with the Credit Facility,

                                     -13-
<PAGE>

(ii) any other Indebtedness permitted to be incurred by the Company or a
Guarantor under the terms of this Indenture (including Permitted Refinancing
Indebtedness), unless the instrument under which such Indebtedness is incurred
expressly provides that it is on a parity with or subordinated in right of
payment to the Notes and (iii) all Obligations with respect to the foregoing.
Notwithstanding anything to the contrary in the foregoing, Senior Debt will not
include (v) the 8?% Senior Subordinated Notes due 2008 of the Company, (w) any
liability for federal, state, local or other taxes owed or owing by the Company
or a Guarantor, (x) any Indebtedness between or among the Company, any of its
Subsidiaries or any of its other Affiliates, except to the extent such
Indebtedness is within the scope of clause (i) above, (y) any trade payables or
(z) any Indebtedness that is incurred in violation of this Indenture.

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

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

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

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

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

     "Subsidiary Guarantee" means a guarantee by a Subsidiary of the Company's
Obligations under this Indenture and pursuant to the Notes.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections 77aaa-
77bbbb) as in effect on the date on which this Indenture is qualified under the
TIA, provided, however, that, in the event the Trust Indenture Act of 1939 is
amended after such date, "Trust Indenture Act" or "TIA" means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as so amended.

     "Trading Day" means (i) if the Common Stock is listed or admitted for
trading on any national or regional securities exchange, days on which such
national or regional securities exchange is open for business, (ii) if the
Common Stock is quoted on the Nasdaq National Market or any other system of
automated dissemination of quotations of security prices, days on which trades
may be effected through such system, or (iii) if the Common Stock is not listed
on a national or regional securities exchange or quoted on the National Nasdaq
Market or any other

                                     -14-
<PAGE>

system of automated dissemination of quotations of security prices, days on
which the Common Stock is traded in the over-the-counter market and for which a
closing bid and a closing asked price for the Common Stock are available.

         "TROL Financing" means the obligations evidenced by that certain Lease
Agreement between the Company and First Security Bank, N.A., as Owner Trustee,
dated December 17, 1998, the guarantees thereof by its Subsidiaries and related
operative agreements, each as amended and modified from time to time.

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

         "Unrestricted Subsidiary" means (i) any Subsidiary that is designated
by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution; but only to the extent that such Subsidiary: (a) has no Indebtedness
other than Non-Recourse Debt; (b) is not party to any agreement, contract,
arrangement or understanding with the Company or any Restricted Subsidiary of
the Company unless the terms of any such agreement, contract, arrangement or
understanding are no less favorable to the Company or such Restricted Subsidiary
than those that might be obtained at the time from Persons who are not
Affiliates of the Company; (c) is a Person with respect to which neither the
Company nor any of its Restricted Subsidiaries has any direct or indirect
obligation (x) to subscribe for additional Equity Interests or (y) to maintain
or preserve such Person's financial condition or to cause such Person to achieve
any specified levels of operating results; (d) has not guaranteed or otherwise
directly or indirectly provided credit support for any Indebtedness of the
Company or any of its Restricted Subsidiaries; and (e) has at least one director
on its board of directors that is not a director or executive officer of the
Company or any of its Restricted Subsidiaries and has at least one executive
officer that is not a director or executive officer of the Company or any of its
Restricted Subsidiaries. Any such designation by the Board of Directors shall be
evidenced to the Trustee by filing with the Trustee a certified copy of the
Board Resolution giving effect to such designation and an Officers' Certificate
certifying that such designation complied with the foregoing conditions and was
permitted by Section 4.07 hereof. 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
by a Restricted Subsidiary of the Company as of such date (and, if such
Indebtedness is not permitted to be incurred as of such date under Section 4.09
hereof, the Company shall be in default of such covenant). The Board of
Directors of the Company may at any time designate any Unrestricted Subsidiary
to be a Restricted Subsidiary; provided that such designation shall be deemed to
be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of
any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation shall only be permitted if (i) such Indebtedness is permitted under
Section 4.09 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period, (ii) no Default
or Event of Default would be in existence following such designation, and (iii)
such Subsidiary becomes a Guarantor and executes a Supplemental Indenture and
delivers an Opinion of Counsel, in accordance with the terms of this Indenture.

                                     -15-
<PAGE>

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

         "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

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

Section 1.02.  Other Definitions.

                      Term                              Defined in Section
     "Act"                                                    16.04(a)
     "Affected Provisions"                                    16.08(a)
     "Affiliate Transaction"                                   4.11
     "Aggregate Cash Distribution Amount                      14.03(4)
     "Asset Sale Offer"                                        3.09
     "Authentication Order"                                    2.02
     "Change of Control Offer"                                 4.15(a)
     "Change of Control Payment"                               4.15(a)
     "Change of Control Payment Date"                          4.15(a)
     "Company Notice"                                          4.08(c)
     "Defaulted Interest"                                      2.12
     "DTC"                                                     2.03
     "Event of Default"                                        6.01
     "Excess Proceeds"                                         4.10
     "incur"                                                   4.09
     "Legal Defeasance"                                        8.02
     "Place of Conversion"                                    14.02(c)
     "Purchase Date"                                           3.09
     "Redemption Consideration"                                3.07
     "Restricted Payments"                                     4.07

Section 1.03.  Incorporation by Reference of Trust Indenture Act.

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

                                     -16-
<PAGE>

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

         "indenture securities" means the Notes;

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

         "indenture to be qualified" means this Indenture;

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

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

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

Section 1.04. Rules of Construction.

         Unless the context otherwise requires:

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

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

         (c)  "or" is not exclusive;

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

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

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

                                  ARTICLE 2.
                                   THE NOTES

Section 2.01. Form and Dating.

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

                                     -17-
<PAGE>

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

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

         (c)  Book-Entry Provisions. The Company shall execute and the Trustee
shall, in accordance with this Section 2.01(c), authenticate and deliver the
Global Notes that (i) shall be registered in the name of the Depositary or the
nominee of the Depositary and (ii) shall be delivered by the Trustee to the
Depositary or pursuant to the Depositary's instructions or held by the Trustee
as custodian for the Depositary.

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

         (d)  Definitive Notes. Notes issued in certificated form shall be
substantially in the form of Exhibit A attached hereto (but without including
the Global Note Legend or the Schedule of Exchanges of Interests in the Global
Note).

         (e) Transfers of Global Notes. Except as set forth in Section 2.06, the
Global Notes may be transferred, in whole and not in part, only to another
nominee of the Depositary or to a successor of the Depositary or its nominee.

                                     -18-
<PAGE>

Section 2.02. Execution and Authentication.

         An Officer shall sign the Notes for the Company by manual or facsimile
signature.

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

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

         The Trustee shall, upon a written order of the Company signed by any
two of the following officers: the Chairman, the President or the Chief
Financial officer (an "Authentication Order"), authenticate (i) Notes for
original issue up to the aggregate principal amount of $100,000,000 (except as
provided in Section 2.07) and (ii) Additional Notes issued from time to time to
represent interest automatically deemed interest paid pursuant to paragraph 1 of
the Notes.

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

Section 2.03. Registrar, Paying Agent and Conversion Agent.

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

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

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

Section 2.04. Paying Agent to Hold Money in Trust.

         The Company shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent will hold in trust for the benefit of
Holders or the Trustee all money,

                                     -19-
<PAGE>

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

Section 2.05. Holder Lists.

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

                                     -20-
<PAGE>

Section 2.06. Transfer and Exchange.

         (a)  Transfer and Exchange of Global Notes. A Global Note may not be
transferred as a whole except by the Depositary to a nominee of the Depositary,
by a nominee of the Depositary to the Depositary or to another nominee of the
Depositary, or by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. All Global Notes will be exchanged by
the Company for Definitive Notes if (i) the Company delivers to the Trustee
notice from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act or announces an intention to permanently cease business or does in
fact do so, and, in any case, a successor Depositary is not appointed by the
Company within 90 days after the date of such notice from the Depositary, (ii)
the Company in its sole discretion determines that the Global Notes (in whole
but not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee or (iii) there has occurred and is
continuing for a period of 120 days a Default or Event of Default with respect
to the Notes. Upon the occurrence of either of the preceding events in (i), (ii)
or (iii) above, Definitive Notes shall be issued in fully registered form in
such names and in such authorized denominations as the Depositary shall instruct
the Trustee, and such Definitive Notes shall bear any legends required
hereunder. Global Notes also may be exchanged or replaced, in whole or in part,
as provided in Sections 2.07 and 2.10. Every Note authenticated and delivered in
exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to
Section 2.07, shall be authenticated and delivered in the form of, and shall be,
a Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b) or (c). In the
event of the occurrence of any of the preceding events in (i), (ii) or (iii)
above, the Corporation shall promptly make available to the Trustee a reasonable
supply of certificated Securities in definitive form.

         (b)  Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Transfers of beneficial interests in
the Global Notes also shall require compliance with either subparagraph (i) or
(ii) below, as applicable:

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

              (ii) All Other Transfers and Exchanges of Beneficial Interests in
         Global Notes. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.06(b)(i), the
         transferor of such beneficial interest must deliver to the Registrar
         either (A) (1) a written order from a Participant or an Indirect
         Participant given to the Depositary in accordance with the Applicable
         Procedures directing the Depositary to credit or cause to be credited a
         beneficial interest in another Global Note in an amount equal to the
         beneficial interest to be transferred or exchanged and (2) instructions
         given in accordance with the Applicable Procedures containing
         information regarding the

                                     -21-
<PAGE>

         Participant account to be credited with such increase or (B) (1) a
         written order from a Participant or an Indirect Participant given to
         the Depositary in accordance with the Applicable Procedures directing
         the Depositary to cause to be issued a Definitive Note in an amount
         equal to the beneficial interest to be transferred or exchanged and (2)
         instructions given by the Depositary to the Registrar containing
         information regarding the Person in whose name such Definitive Note
         shall be registered to effect the transfer or exchange referred to in
         (B)(1) above. Upon satisfaction of all of the requirements for transfer
         or exchange of beneficial interests in Global Notes contained in this
         Indenture and the Notes or otherwise applicable under the Securities
         Act, the Trustee shall adjust the principal amount of the relevant
         Global Note(s) pursuant to Section 2.06(g).

         (c)  Transfer or Exchange of Beneficial Interests for Definitive Notes.
If any holder of a beneficial interest in a Global Note proposes to exchange
such beneficial interest for a Definitive Note or to transfer such beneficial
interest to a Person who takes delivery thereof in the form of a Definitive
Note, then, upon satisfaction of the conditions set forth in Section
2.06(b)(ii), if the Trustee is acting as custodian for the Depositary or its
nominee with respect to the Notes, the Trustee shall cause the aggregate
principal amount of the applicable Global Note to be reduced accordingly
pursuant to Section 2.06(g), or if the Trustee is not acting as custodian for
the Depositary or its nominee with respect to the Notes, such Global Note shall
be surrendered for exchange, and the Company shall execute and the Trustee shall
authenticate and deliver to the Person designated in the instructions a
Definitive Note in the appropriate principal amount. Any Definitive Note issued
in exchange for a beneficial interest pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Notes to the
Persons in whose names such Notes are so registered.

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

         (e)  Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing.

         (f)  Legend. The following legend shall appear in substantially the
following form on the face of all Global Notes issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture:

                                     -22-
<PAGE>

"THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO ARTICLE 2 OR SECTION 9.05 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY
BE EXCHANGED IN WHOLE ONLY PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND MAY
BE EXCHANGED OR REPLACED IN WHOLE OR IN PART, AS PROVIDED IN SECTIONS 2.07 AND
2.10 OF THE INDENTURE (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
AVIATION SALES COMPANY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.06 OF
THE INDENTURE."

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

         (h)  General Provisions Relating to Transfers and Exchanges.

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

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

                                     -23-
<PAGE>

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

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

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

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

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

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

Section 2.07. Replacement Notes.

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

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

                                     -24-
<PAGE>

Section 2.08.  Outstanding Notes.

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

        If a Note is replaced pursuant to Section 2.07, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a protected purchaser (as that term is defined in the
Article 8 of the Uniform Commercial Code as in effect in the State of New York).
A mutilated Note ceases to be outstanding upon surrender of such Note and
replacement thereof pursuant to Section 2.07.

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

        If the Paying Agent (other than the Company, a Subsidiary or an
Affiliate of any thereof) holds, on a Redemption Date, repurchase date or
maturity date, money and Common Stock sufficient to pay Notes payable on that
date in accordance with the terms of this Indenture, then on and after that date
such Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09.  Treasury Notes.

        In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Company, or by any Affiliate of the Company, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that the Trustee knows are so owned shall be so disregarded.

Section 2.10.  Temporary Notes.

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

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

Section 2.11.  Cancellation.

        The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar, Paying Agent and Conversion Agent shall forward to
the Trustee any Notes surrendered to them for registration of transfer,
exchange, payment or conversion. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange,

                                     -25-
<PAGE>

conversion, payment, replacement or cancellation and shall destroy canceled
Notes (subject to the record retention requirement of the Exchange Act). Upon
receipt of instructions from the Company, the Trustee shall deliver
certifications of the destruction of all canceled Notes shall be delivered to
the Company. The Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

Section 2.12.  Defaulted Interest.

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

                                  ARTICLE 3.
                           REDEMPTION AND PREPAYMENT

Section 3.01.  Notice to Trustee.

        If the Company elects to redeem Notes pursuant to the optional
redemption provisions of Section 3.07, or is required to redeem the Notes
pursuant to Section 3.07 as a result of a Redemption Acceleration Notice, it
shall furnish to the Trustee, at least 45 days (unless a shorter notice period
shall be satisfactory to the Trustee) but not more than 60 days before a
Redemption Date, an Officer's Certificate setting forth, (i) the Redemption
Date, (ii) the principal amount of Notes to be redeemed and (iii) the redemption
price.

Section 3.02.  Selection of Notes to Be Redeemed.

        If less than all of the Notes are to be redeemed at any time, the
Trustee will select Notes for redemption as follows:

        (a)    if the Notes are listed on any national or regional securities
exchange or quoted on the Nasdaq National Market, in compliance with the
requirements of the principal national or regional securities exchange on which
the Notes are listed on the Nasdaq National Market, as applicable; or

        (b)    if the Notes are not listed on any national or regional
securities exchange or quoted on the Nasdaq National Market, on a pro rata basis
by lot or by such method as the Trustee shall deem fair and appropriate. In the
event of partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor

                                     -26-
<PAGE>

more than 60 days prior to the Redemption Date by the Trustee from the
outstanding Notes not previously called for redemption.

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

Section 3.03.  Notice of Redemption.

        Notices of redemption shall be given to Holders in accordance with
Section 16.02 at least 30 but not more than 60 days before the Redemption Date,
except that redemption notices may be given more than 60 days prior to a
Redemption Date if the notice is issued in connection with a defeasance of the
Notes or a satisfaction and discharge of this Indenture.

        The notice, which shall be irrevocable, shall identify the Notes to be
redeemed and shall state:

        (a)    the Redemption Date;

        (b)    the Redemption Consideration, including the cash components, to
the Redemption Date and the shares of Common Stock to be issued as part of the
Redemption Consideration;

        (c)    if less than all outstanding Notes are to be redeemed, the
aggregate principal amount of Notes to be redeemed and the aggregate principal
amount of Notes which will be outstanding after such partial redemption;

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

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

        (f)    that Notes called for redemption must be surrendered to the
Paying Agent to collect the redemption price and the amount of accrued interest,
if any;

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

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

                                     -27-
<PAGE>

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

        At the Company's request, the Trustee shall, and acting pursuant to
Section 6.02 the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may, give the notice of redemption in the Company's
name and at the Company's expense; provided, that, if at the Company's request,
the Company shall have delivered to the Trustee, at least 45 days prior to the
Redemption Date, an Officer's Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph.

Section 3.04.  Effect of Notice of Redemption.

        Notes called for redemption become due on the Redemption Date. Subject
to Section 3.05, on and after the Redemption Date, interest ceases to accrue on
Notes or portions of them called for redemption. Notices of redemption may not
be conditional.

Section 3.05.  Deposit of Redemption Price.

        At or prior to 10:00 a.m., New York City, New York time on the
Redemption Date, the Company shall deposit with the Trustee or with the Paying
Agent cash and Common Stock sufficient to pay the Redemption Consideration (as
determined pursuant to Section 3.07 hereof) in respect of all Notes to be
redeemed on that date. The Trustee or the Paying Agent shall promptly return to
the Company any cash and Common Stock deposited with the Trustee or the Paying
Agent by the Company in excess of the amounts necessary to pay the Redemption
Consideration (as determined pursuant to Section 3.07 hereof) in respect of all
Notes to be redeemed.

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

Section 3.06.  Notes Redeemed in Part.

        If any Note is to be redeemed in part only, the notice of redemption
that relates to that Note will state the portion of the principal amount of that
Note that is to be redeemed. A new Note in principal amount equal to the
unredeemed portion of the original Note will be issued in the name of the Holder
of that Note upon cancellation of the Note redeemed in part.

                                     -28-
<PAGE>

Section 3.07.  Optional Redemption.

        The Notes may be redeemed from issuance, at the Company's option, in
whole or in part, upon not less than 30 nor more than 60 days' notice, at any
time and from time to time on and after January 1, 2002, for an amount of
redemption consideration (the "Redemption Consideration") which shall be equal
to (a) a cash component expressed as the percentage (set forth below) of (i) the
principal amount of the Notes (including Additional Notes) being redeemed plus
(ii) the accrued and unpaid interest thereon (through the Redemption Date) and
(b) a Common Stock component comprised of a number of shares of Common Stock
expressed as the product of (x) the quotient obtained by dividing (1) the
principal amount of Notes (including Additional Notes) to be redeemed plus
accrued and unpaid interest thereon as of the Redemption Date by (2) the total
aggregate principal amount of all outstanding Notes (including Additional Notes)
issued by the Company plus all accrued and unpaid interest thereon, times (y)
the number of shares of Common Stock set forth below minus the number of shares
of Common Stock previously issued pursuant to Sections 3.07, 3.09, 4.10 and 4.15
hereof.

<TABLE>
<CAPTION>
                                            Amount of Cash as Percentage of       Initial Number of Shares
                                               Principal Amount of Notes               of Common Stock
                                              (including Additional Notes)         Available to be Issued
        If Redeemed At Any Time During      and accrued and unpaid interest        Ratably to all Holders
              the Following Years                to the Redemption Date                   of Notes
       --------------------------------    ---------------------------------     --------------------------
       <S>                                 <C>                                   <C>
                     2002                               70.000%                           4,504,595

                     2003                               72.500%                           4,504,595

                     2004                               73.000%                           3,003,063

                     2005                               75.625%                           3,003,063

            2006 prior to maturity                      77.500%                           3,003,063
</TABLE>

         Any redemption pursuant to this Section 3.07 shall be made pursuant to
the provisions of this Article 3.

Section 3.08.  Mandatory Redemption.

        Subject to the provisions of Section 6.02 hereof, the Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

                                     -29-
<PAGE>

Section 3.09.  Offer to Purchase by Application of Excess Proceeds.

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

        The Asset Sale Offer shall remain open for a period of 20 Business Days
following its commencement and no longer, except to the extent that a longer
period is required by applicable law (the "Offer Period"). No later than five
                                           ------------
Business Days after the termination of the Offer Period (the "Purchase Date"),
                                                              -------------
the Company shall purchase the principal amount of Notes required to be
purchased pursuant to Section 4.10 and Section 3.07 hereof (the "Offer Amount")
                                                                 ------------
and in the manner required by Section 3.07 and Section 4.10 hereof, or, if less
than the Offer Amount has been tendered, all Notes tendered in response to the
Asset Sale Offer. Payment for any Notes so purchased shall be made using the
same payment mechanics as cash interest payments are made.

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

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

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

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

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

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

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

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

                                     -30-
<PAGE>

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

        (h)    that, if the aggregate principal amount of Notes surrendered by
Holders exceeds the Offer Amount, the Company shall select the Notes to be
purchased on a pro rata basis; and

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

        On or before the Purchase Date, the Company shall, to the extent lawful,
accept for payment, on a pro rata basis to the extent necessary, the Offer
Amount of Notes or portions thereof properly tendered pursuant to the Asset Sale
Offer, or if less than the Offer Amount has been tendered, all Notes tendered,
and shall deliver to the Trustee an Officers' Certificate stating that such
Notes or portions thereof were accepted for payment by the Company in accordance
with the terms of this Section 3.09. The Company, the Depositary or the Paying
Agent, as the case may be, shall promptly (but in any case not later than five
days after the Purchase Date) mail or deliver to each tendering Holder an amount
equal to the purchase price (as determined pursuant to Section 4.10 and 3.07
hereof) of the Notes tendered by such Holder and accepted by the Company for
purchase, and the Company shall promptly issue a new Note, and the Trustee, upon
written request from the Company shall authenticate and mail or deliver such new
Note to such Holder, in a principal amount equal to any unpurchased portion of
the Notes surrendered. Any Note not so accepted shall be promptly mailed or
delivered by the Company to the Holder thereof. The Company shall publicly
announce the results of the Asset Sale Offer on the Purchase Date.

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

                                  ARTICLE 4.
                                   COVENANTS

Section 4.01.  Payment of Notes.

        The Company shall pay or cause to be paid the principal of, and interest
on the Notes on the dates and in the manner provided in the Notes. Principal and
interest shall be considered paid on the date due if the Paying Agent, if other
than the Company or a Subsidiary thereof, holds as of 10:00 a.m. Eastern Time on
the due date money deposited by the Company in immediately available funds and
Common Stock, each designated for and sufficient to pay all principal and
interest then due in amounts calculated in accordance with this Indenture.

        If the Company does not deposit cash to pay the regularly scheduled
installments of interest due under the Notes by 10:00 a.m. Eastern Time on the
due date, then the Company shall automatically be deemed to have paid such
unpaid interest in Additional Notes, which Additional Notes shall automatically
be deemed to be outstanding as of such date, and the Company shall

                                     -31-
<PAGE>

thereafter promptly cause to be executed and authenticated such Additional Notes
as set forth in Section 2.02 hereof and deliver such Additional Notes to the
Person entitled thereto (or to the Trustee or the authenticating agent in
custody for such Person).

        To the extent any Redemption Consideration is not paid when due in
accordance with the provisions of this Indenture, the Company shall pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law),
from time to time on demand at the rate equal to 1% per annum in excess of the
then applicable interest rate on the Notes, to the extent lawful, on the
principal amount of Notes in respect of which the Redemption Consideration has
not been paid.

Section 4.02.  Maintenance of Office or Agency.

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

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

        The Company hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Company (including a Place of Conversion) in
accordance with Section 2.03.

Section 4.03.  Reports.

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

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

                                     -32-
<PAGE>

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

        In addition, whether or not required by the rules and regulations of
the SEC, the Company shall file a copy of all of the information and reports
referred to in clauses (a) and (b) above with the SEC for public availability
within the time periods specified in the SEC's rules and regulations (unless the
SEC will not accept such a filing) and make such information available to
securities analysts and prospective investors upon request. The Company shall at
all times comply with TIA Section 314(a).

Section 4.04.  Compliance Certificate.

        (a)    The Company and each Guarantor (to the extent that such Guarantor
is so required under the TIA) shall deliver to the Trustee, within 90 days after
the end of each fiscal year, an Officer's Certificate stating that a review of
the activities of the Company and its Subsidiaries during the preceding fiscal
year has been made under the supervision of the signing Officer with a view to
determining whether each of the Company and the Guarantors has kept, observed,
performed and fulfilled its obligations under this Indenture, and further
stating, as to each such Officer signing such certificate, that to the best of
such Officer's knowledge each of the Company and the Guarantors has kept,
observed, performed and fulfilled each and every covenant contained in this
Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which such Officer may have knowledge and what action the Company is taking
or proposes to take with respect thereto) and that to the best of such Officer's
knowledge no event has occurred and remains in existence by reason of which
payments on account of the principal of or interest on the Notes is prohibited
or if such event has occurred, a description of the event and what action the
Company is taking or proposes to take with respect thereto.

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

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

                                     -33-
<PAGE>

Section 4.05.  Taxes.

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

Section 4.06.  Stay, Extension and Usury Laws.

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

Section 4.07.  Restricted Payments.

        The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make
any other payment or distribution on account of the Company's or any of its
Restricted Subsidiaries' Equity Interests (including, without limitation, any
payment in connection with any merger or consolidation involving the Company or
any of its Restricted Subsidiaries) or to the direct or indirect holders of the
Company's or any of its Restricted Subsidiaries' Equity Interests in their
capacity as such (other than dividends or distributions payable in Equity
Interests (other than Disqualified Stock) of the Company or to the Company or a
Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise
acquire or retire for value (including without limitation, in connection with
any merger or consolidation involving the Company) any Equity Interests of the
Company or any direct or indirect parent of the Company; (iii) make any payment
on or with respect to, or purchase, redeem, defease or otherwise acquire or
retire for value any Indebtedness that is pari passu with or subordinated to the
Notes, except a payment of interest or principal at the date such payment is due
in accordance with the terms of the instrument, indenture or agreement
evidencing such Indebtedness; or (iv) make any Restricted Investment (all such
payments and other actions set forth in clauses (i) through (iv) above being
collectively referred to as "Restricted Payments"), unless, at the time of and
                             -------------------
after giving effect to such Restricted Payment:

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

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

                                     -34-
<PAGE>

     (c)  such Restricted Payment, together with the aggregate amount of all
other Restricted Payments made by the Company and its Restricted Subsidiaries
after the date of this Indenture (excluding Restricted Payments permitted by
clauses (ii), (iii), (iv) and (vi) of the next succeeding paragraph), is less
than the sum, without duplication, of (i) 50% of the Consolidated Net Income of
the Company for the period (taken as one accounting period) from the beginning
of the first fiscal quarter commencing after the date of this Indenture to the
end of the Company's most recently ended fiscal quarter for which internal
financial statements are available at the time of such Restricted Payment (or,
if such Consolidated Net Income for such period is a deficit, less 100% of such
deficit), plus (ii) 100% of the aggregate net cash proceeds received by the
Company since the date of this Indenture as a contribution to its common equity
capital or from the issue or sale of Equity Interests of the Company (other than
Disqualified Stock) or from the issue or sale of Disqualified Stock or debt
securities of the Company that have been converted into such Equity Interests
(other than Equity Interests (or Disqualified Stock or convertible debt
securities) sold to a Subsidiary of the Company), plus (iii) to the extent that
any Restricted Investment that was made after the date of this Indenture is sold
for cash or otherwise liquidated or repaid for cash, the lesser of (A) the cash
return of capital with respect to such Restricted Investment (less the cost of
disposition, if any) and (B) the initial amount of such Restricted Investment,
plus (iv) 50% of any dividends received by the Company or a Guarantor after the
date of this Indenture from an Unrestricted Subsidiary of the Company, to the
extent that such dividends were not otherwise included in Consolidated Net
Income of the Company for such period, plus (v) to the extent that any
Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the
date of this Indenture, the lesser of (A) the fair market value of the Company's
Investment in such Subsidiary as of the date of such redesignation or (B) such
fair market value as of the date on which such Subsidiary was originally
designated as an Unrestricted Subsidiary.

     The foregoing provisions shall not prohibit (i) the payment of any dividend
within 60 days after the date of declaration thereof, if at said date of
declaration such payment would have complied with the provisions of this
Indenture; (ii) the redemption, repurchase, retirement, defeasance or other
acquisition of any pari passu or subordinated Indebtedness or Equity Interests
of the Company in exchange for, or out of the net cash proceeds of the
substantially concurrent sale (other than to a Subsidiary of the Company) of,
other Equity Interests of the Company (other than any Disqualified Stock);
provided that the amount of any such net cash proceeds that are utilized for any
such redemption, repurchase, retirement, defeasance or other acquisition shall
be excluded from clause (ii) of the preceding paragraph (c); (iii) the
defeasance, redemption, repurchase or other acquisition of pari passu or
subordinated Indebtedness with the net cash proceeds from an incurrence of
Permitted Refinancing Indebtedness; (iv) the payment of any dividend by a
Subsidiary of the Company to the holders of its common Equity Interests on a pro
rata basis; (v) the repurchase, redemption or other acquisition or retirement
for value of any Equity Interests of the Company or any Subsidiary of the
Company held by any member of the Company's (or any of its Subsidiaries')
management pursuant to any management equity subscription agreement or stock
option agreement in effect as of the date of this Indenture; provided that the
aggregate price paid for all such repurchased, redeemed, acquired or retired
Equity Interests shall not exceed $3.0 million in any twelve-month period and no
Default or Event of Default shall have occurred and be continuing immediately
after such transaction; (vi) the making and consummation of (A) an Asset Sale
Offer to holders of Indebtedness pari passu with or subordinate to the Notes in
accordance with Section 4.10 hereof, or (B) a Change

                                     -35-
<PAGE>

of Control Offer to holders of Indebtedness pari passu with or subordinate to
the Notes at a price not greater than 101% of the principal amount of such
Indebtedness in accordance with provisions similar to those in Section 4.15
hereof; provided, that prior to consummation of a Change of Control Offer with
respect to subordinated Indebtedness and concurrently with consummation of a
Change of Control Offer with respect to pari passu Indebtedness, the Company
shall have consummated the Change of Control Offer with respect to the Notes;
and (vii) the making of additional Restricted Payments in an amount not to
exceed $10.0 million.

          The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the
Company and its Restricted Subsidiaries (except to the extent repaid in cash) in
the Subsidiary so designated will be deemed to be Restricted Payments (to the
extent they otherwise fall within the definition thereof) at the time of such
designation and will reduce the amount available for Restricted Payments under
the first paragraph of this Section 4.07. All such outstanding Investments will
be deemed to constitute Investments in an amount equal to the fair market value
of such Investments at the time of such designation. Such designation will only
be permitted if such Restricted Payment would be permitted at such time and if
such Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary.

          The amount of all Restricted Payments (other than cash) shall be the
fair market value on the date of the Restricted Payment of the asset(s) or
securities proposed to be transferred or issued by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any non-cash Restricted Payment in excess of $10.0 million shall
be determined by the Board of Directors 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 exceeds $15.0 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 4.07 were computed, together with a copy of any fairness opinion or
appraisal required hereunder.

Section 4.08. Dividend and Other Payment Restrictions Affecting Subsidiaries.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Restricted Subsidiary to (a)(i) pay dividends or make any other distributions to
the Company or any of its Restricted Subsidiaries (A) on its Capital Stock or
(B) with respect to any other interest or participation in, or measured by, its
profits or (ii) pay any indebtedness owed to the Company or any of its
Restricted Subsidiaries, (b) make loans or advances to the Company or any of its
Restricted Subsidiaries or (c) transfer any of its properties or assets to the
Company or any of its Restricted Subsidiaries. However, the foregoing
restrictions shall not apply to encumbrances or restrictions existing under or
by reasons of (i) Existing Indebtedness as in effect on the date hereof, (ii)
the Credit Facility as in effect on the date hereof and any amendments,
modifications,

                                     -36-
<PAGE>

restatements, renewals, increases, supplements, refundings, replacements or
refinancings thereof, provided that such amendments, modifications,
restatements, renewals, increases, supplements, refundings, replacements or
refinancings are no more restrictive, taken as a whole, with respect to such
dividend and other payment restrictions than those contained in the Credit
Facility as in effect on the date hereof, (iii) this Indenture and the Notes,
(iv) applicable law, (v) any instrument governing Indebtedness or Capital Stock
of a Person acquired by the Company or any of its Restricted Subsidiaries as in
effect at the time of such acquisition (except to the extent such Indebtedness
was incurred in connection with or in anticipation of such acquisition), which
encumbrance or restriction is not applicable to any Person, or the properties or
assets of any Person, other than the Person, or the property or assets of the
Person, so acquired, provided that in the case of Indebtedness, such
Indebtedness was permitted by the terms of this Indenture to be incurred, (vi)
customary non-assignment provisions in leases entered into in the ordinary
course of business and consistent with past practices, (vii) purchase money
obligations for property acquired in the ordinary course of business that impose
restrictions of the nature described in clause (c) above on the property so
acquired, (viii) any agreement for the sale of a Restricted Subsidiary that
restricts distributions by that Restricted Subsidiary pending its sale, (ix)
Permitted Refinancing Indebtedness, provided that the restrictions contained in
the agreements governing such Permitted Refinancing Indebtedness are no more
restrictive, taken as a whole, than those contained in the agreements governing
the Indebtedness being refinanced, (x) secured Indebtedness otherwise permitted
to be incurred pursuant to the provisions of Section 4.12 hereof that limits the
right of the debtor to dispose of the assets securing such Indebtedness, (xi)
provisions with respect to the disposition or distribution of assets or property
in joint venture agreements and other similar agreements entered into in the
ordinary course of business and (xii) restrictions on cash or other deposits or
net worth imposed by customers under contracts entered into in the ordinary
course of business.

Section 4.09.  Incurrence of Indebtedness and Issuance of Preferred Stock.

         The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or otherwise
become directly or indirectly liable, contingently or otherwise, with respect to
(collectively, "incur") any Indebtedness (including Acquired Debt) and the
                -----
Company shall not issue any Disqualified Stock and shall not permit any of its
Subsidiaries to issue any shares of preferred stock; provided, however, that the
Company may incur Indebtedness (including Acquired Debt) or issue shares of
Disqualified Stock and the Guarantors may incur Indebtedness or issue preferred
stock if the Fixed Charge Coverage Ratio for the Company's most recently ended
four full fiscal quarters for which internal financial statements are available
immediately preceding the date on which such additional Indebtedness is incurred
or such Disqualified Stock or preferred stock is issued would have been at least
2.25 to 1, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom) as if the additional Indebtedness had been incurred,
or the Disqualified Stock or preferred stock had been issued, as the case may
be, at the beginning of such four-quarter period.

         The provisions of the preceding paragraph will not apply to the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):
 --------------


         (a) the incurrence by the Company and the Guarantors of Indebtedness
under the Credit Facility; provided that the aggregate principal amount of all
such Indebtedness (with letters of credit being deemed to have a principal
amount equal to the maximum potential

                                     -37-
<PAGE>

liability of the Company and the Guarantors thereunder) outstanding under the
Credit Facility after giving effect to such incurrence does not exceed an amount
equal to $95.0 million;

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

     (c) the incurrence by the Company and the Guarantors of Indebtedness
represented by the Notes (including Additional Notes) and the Subsidiary
Guarantees;

     (d) the incurrence by the Company or any of the Guarantors of Indebtedness
represented by Capital Lease Obligations, mortgage financings or purchase money
obligations, in each case incurred for the purpose of financing all or any part
of the purchase price or cost of construction or improvement of property, plant
or equipment used in the business of the Company or such Guarantor, in an
aggregate principal amount not to exceed $10.0 million at any time outstanding;

     (e) the incurrence by the Company or any of its Restricted Subsidiaries of
Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which
are used to refund, refinance or replace (x) Indebtedness (other than
intercompany Indebtedness) that was permitted by this Indenture to be incurred
under the first paragraph of this Section 4.09 or clause (a) or (b) above or
clause (k) below or (y) the TROL Financing;

     (f) the incurrence by the Company or any of the Guarantors of intercompany
Indebtedness or preferred stock between or among the Company and any of the
Guarantors; provided, however, that (A) any subsequent issuance or transfer of
Equity Interests that results in any such Indebtedness or preferred stock being
held by a Person other than the Company or a Guarantor and (B) any sale or other
transfer of any such Indebtedness or preferred stock to a Person that is not
either the Company or a Guarantor shall be deemed, in each case, to constitute
an incurrence of such Indebtedness or an issuance of such preferred stock by the
Company or such Guarantor, as the case may be, that was not permitted by this
clause (f);

     (g) the incurrence by the Company or any of the Guarantors of Hedging
Obligations;

     (h) the guarantee by the Company or any of the Guarantors of
Indebtedness of the Company or a Guarantor that was permitted to be incurred by
another provision of this Section 4.09;

     (i) the incurrence by the Company's Unrestricted Subsidiaries of Non-
Recourse Debt, provided, however, that if any such Indebtedness ceases to be
Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to
constitute an incurrence of Indebtedness by a Restricted Subsidiary of the
Company that was not permitted by this clause (i);

     (j) the incurrence by the Company or any of the Guarantors of additional
Indebtedness in an aggregate principal amount (or accreted value, as applicable)
at any time outstanding, including all Permitted Refinancing Indebtedness
incurred to refund, refinance or replace any Indebtedness incurred pursuant to
this clause (j), not to exceed $30.0 million; and

                                     -38-
<PAGE>

     (k) the incurrence by the Company or any of the Guarantors of up to $34.5
million of Indebtedness resulting from any future recharacterization of the TROL
Financing as a liability on the balance sheet of the Company.

     For purposes of determining compliance with this Section 4.09, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Debt described in clauses (a) through (k) above or is
entitled to be incurred pursuant to the first paragraph of this Section 4.09,
the Company shall, in its sole discretion, classify such item of Indebtedness in
any manner that complies with this Section 4.09. Accrual of interest, the
accretion or amortization of original issue discount, the payment of interest on
any Indebtedness in the form of additional Indebtedness with the same terms, and
the payment of dividends on Disqualified Stock in the form of additional shares
of the same class of Disqualified Stock shall not be deemed to be an incurrence
of Indebtedness or an issuance of Disqualified Stock for purposes of this
Section 4.09; provided, in each case, that the amount thereof is included in
Fixed Charges of the Company as accrued. Indebtedness meeting the criteria of
clause (e) above and classified as Permitted Refinancing Indebtedness may be
included as part of any refinancing of the Credit Facility irrespective of the
limitations of clause (a) above and without effect upon the limitations of
clause (a) above with respect to the balance of the principal amount of the
Credit Facility.

Section 4.10.  Asset Sales.

     The Company shall not, and shall not permit any of its Restricted
Subsidiaries to consummate an Asset Sale unless (i) the Company (or the
Restricted Subsidiary, as the case may be) receives consideration at the time of
such Asset Sale at least equal to the fair market value of the assets or Equity
Interests issued or sold or otherwise disposed of and (ii) at least 80% of the
consideration received therefor by the Company or such Restricted Subsidiary is
in the form of cash; provided, that the amount of (x) any liabilities (as shown
on the Company's or such Restricted Subsidiary's most recent balance sheet), of
the Company or any Restricted Subsidiary (other than contingent liabilities and
liabilities that are by their terms subordinated to the Notes or any guarantee
thereof) that are assumed by the transferee of any such assets pursuant to a
customary novation agreement that releases the Company or such Restricted
Subsidiary from further liability and (y) any securities, notes or other
obligations received by the Company or any such Restricted Subsidiary from such
transferee that are contemporaneously (subject to ordinary settlement periods)
converted by the Company or such Restricted Subsidiary into cash (to the extent
of the cash received), shall be deemed to be cash for purposes of this
provision.

     Within 270 days after receipt of any Net Proceeds from an Asset Sale, the
Company may apply such Net Proceeds, at its option, (a) to repay or cause to be
repaid Senior Debt, or (b) to the acquisition of a majority of the assets of, or
a majority of the Voting Stock of, another Permitted Business, the making of a
capital expenditure or the acquisition of other long-term assets that are used
or useful in a Permitted Business. Pending the final application of any such Net
Proceeds, the Company may temporarily reduce revolving credit borrowings or
otherwise invest such Net Proceeds in any manner that is not prohibited by this
Indenture. Any Net Proceeds from such Asset Sale that are not finally applied or
invested as provided in the first sentence of this paragraph will be deemed to
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
            ---------------
exceeds $10.0 million, the Company shall be required to make an offer to all
Holders of Notes (including Additional Notes) and all holders of pari passu

                                     -39-
<PAGE>

Indebtedness containing provisions similar to those set forth in Section 3.09
hereof with respect to offers to purchase or redeem with the proceeds of sales
of assets (an "Asset Sale Offer") to purchase a principal amount of Notes and
               ----------------
such other Indebtedness equal to the amount of such Excess Proceeds, at a
purchase price equal to the amount in cash and Common Stock payable by the
Company pursuant to Section 3.07 as if such Notes were being redeemed by the
Company on the date of the applicable Asset Sale, in accordance with the
procedures set forth in Section 3.09 hereof and in the documentation with
respect to such other Indebtedness, respectively. To the extent that any Excess
Proceeds remain after consummation of an Asset Sale Offer (including that part
of the Excess Proceeds corresponding to the portion of the purchase price
payable in Common Stock under such Asset Sale Offer), the Company may use such
Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If
the aggregate principal amount of Notes and such other Indebtedness tendered
into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of
Excess Proceeds allocable to the repurchase of the Notes (in relation to any
other pari passu Indebtedness containing provisions similar to the provisions of
Section 3.09 hereof), the Trustee shall select the Notes and such other
Indebtedness to be purchased on a pro rata basis. Upon completion of such offer
to purchase, the amount of Excess Proceeds shall be reset at zero. In
determining the fair market value of any assets or Equity Interests issued, sold
or otherwise disposed of, such determination shall be evidenced by a resolution
of the Board of Directors set forth in an Officers' Certificate delivered to the
Trustee if such fair market value exceeds $15.0 million.

Section 4.11. Transactions with Affiliates.

          The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise
dispose of any of its properties or assets to, or purchase any property or
assets from, or enter into or make or amend any transaction, contract,
agreement, understanding, loan, advance or guarantee with, or for the benefit
of, any Affiliate (each of the foregoing, an "Affiliate Transaction"), unless
                                              ---------------------
(a) such Affiliate Transaction is on terms that are no less favorable to the
Company or the relevant Restricted Subsidiary than those that would have been
obtained in a comparable transaction by the Company or such Restricted
Subsidiary with an unrelated Person and (b) the Company delivers to the Trustee
(i) with respect to any Affiliate Transaction or series of related Affiliated
Transactions involving aggregate consideration in excess of $10.0 million, a
resolution of the Board of Directors set forth in an Officers' Certificate
certifying that such Affiliate Transaction complies with clause (a) above and
that such Affiliate Transaction has been approved by a majority of the
disinterested members of the Board of Directors and (ii) with respect to any
Affiliate Transaction or series of related Affiliated Transactions involving
aggregate consideration in excess of $15.0 million, an opinion as to the
fairness to the Holders of such Affiliate Transaction from a financial point of
view issued by an accounting, appraisal or investment banking firm of national
standing. Notwithstanding the foregoing, the following items shall not be deemed
to be Affiliate Transactions: (i) any employment agreement entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of business
and consistent with the past practice of the Company or such Restricted
Subsidiary, (ii) transactions between or among the Company and/or the
Guarantors, (iii) payment of reasonable directors fees to Persons who are not
otherwise Affiliates of the Company, (iv) Restricted Payments that are permitted
by Section 4.07, and (v) any transactions undertaken pursuant to any contractual
obligations in existence on

                                     -40-
<PAGE>

the date of this Indenture (as in effect on such date) as described in the
Prospectus under the caption "Certain Relationships and Related Transactions."

Section 4.12.  Liens.

     The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly create, incur, assume or suffer to exist any Lien
securing Indebtedness or trade payables on any asset now owned or hereafter
acquired, or any income or profits therefrom or assign or convey any right to
receive income therefrom, except Permitted Liens.

Section 4.13.  Business Activities.

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

Section 4.14.  Corporate Existence.

     Subject to Article 5 and Section 11.05, the Company shall do or cause to be
done all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Company or any
such Guarantor, and (ii) the rights (charter and statutory), licenses and
franchises of the Company and each Guarantor; provided, however, that the
Company and any Guarantor shall not be required to preserve any such right,
license or franchise, or the corporate, partnership or other existence, if the
Board of Directors of the Company shall determine that the preservation thereof
is no longer desirable in the conduct of the business of the Company and its
Subsidiaries, taken as a whole, and that the loss thereof is not adverse in any
material respect to the Holders.

Section 4.15.  Offer to Repurchase Upon a Change of Control.

     (a)       Upon the occurrence of a Change of Control, the Company shall
make an offer (a "Change of Control Offer") to each Holder to repurchase, at
                  -----------------------
each Holder's option, all or any part of each Holder's Notes at a purchase price
equal to the amount in cash and Common Stock payable by the Company pursuant to
Section 3.07 as if such Notes were being redeemed by the Company on the date of
the Change of Control (the "Change of Control Payment"). Within 10 days
                            -------------------------
following any Change of Control, the Company shall mail a notice to each Holder
stating:

               (i)   that the Change of Control Offer is being made pursuant to
     this Section 4.15 and that all Notes tendered will be accepted for payment;

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

               (iii) that any Note not tendered or accepted in full for payment
     will continue to accrue interest to the extent that such Note is not
     accepted in full for payment;

                                     -41-
<PAGE>

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

               (v)   that Holders electing to have any Note purchased pursuant
     to a Change of Control Offer will be required to surrender all of such
     Note, with the form entitled "Option of Holder to Elect Purchase" on the
     reverse of the Note completed, or transfer by book-entry transfer, to the
     Paying Agent at the address specified in the notice prior to the close of
     business on the third Business Day preceding the Change of Control Payment
     Date, and may not elect to have only a portion of any Note purchased;

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

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

     The Company shall comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes in connection with a Change of Control.

     (b)  On the Change of Control Payment Date, the Company shall, to the
extent lawful, (1) accept for payment all Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (2) deposit with the Paying
Agent an amount equal to the Change of Control Payment in respect of all Notes
or portions thereof so tendered and (3) deliver or cause to be delivered to the
Trustee the Notes so accepted together with an Officers' Certificate stating the
aggregate principal amount of Notes or portions thereof being purchased by the
Company. The Paying Agent shall promptly mail or deliver to each Holder of Notes
so tendered payment in an amount equal to the purchase price for the Notes
tendered by such Holder, and the Trustee shall promptly authenticate and mail
(or cause to be transferred by book entry) to each such Holder a new Note equal
in principal amount to any unpurchased portion of the Notes surrendered, if any.

     (c)  Prior to complying with the provisions of this Section 4.15, but in
any event within 90 days following a Change of Control, the Company shall either
repay or cause to be repaid all outstanding Senior Debt or obtain the requisite
consents, if any, under all agreements governing outstanding Senior Debt to
permit the repurchase of Notes required by this Section 4.15. The Company shall
publicly announce the results of the Change of Control Offer on or as soon as
practicable after the Change of Control Payment Date.

     (d)  The Change of Control provisions described above shall be applicable
whether or not any other provisions of this Indenture are applicable.
Notwithstanding anything to the

                                     -42-
<PAGE>

contrary in this Section 4.15, the Company shall not be required to make a
Change of Control Offer upon a Change of Control if a third party makes the
Change of Control Offer in the manner, at the times and otherwise in compliance
with the requirements set forth in this Section 4.15 and Section 3.09 hereof and
purchases all Notes validly tendered and not withdrawn under such Change of
Control Offer.

Section 4.16.  No Senior Subordinated Debt.

          Notwithstanding the provisions of Section 4.09 hereof, (i) the Company
shall not incur, create, issue, assume, guarantee or otherwise become liable for
any Indebtedness that is subordinate or junior in right of payment to any Senior
Debt and senior in any respect in right of payment to the Notes, and (ii) no
Guarantor shall incur, create, issue, assume, guarantee or otherwise become
liable for any Indebtedness that is subordinated or junior in right of payment
to the Senior Debt of such Guarantor and senior in any respect in right of
payment to the Subsidiary Guarantees.

Section 4.17.  Additional Subsidiary Guarantees.

     (a)  If the Company or any of its Restricted Subsidiaries shall acquire or
create another Subsidiary after the date of this Indenture (other than an
Unrestricted Subsidiary properly designated as such), then such newly acquired
or created Subsidiary shall become a Guarantor by executing a supplemental
indenture and shall deliver an Opinion of Counsel to the Trustee within 10
Business Days of the date when such event occurs to the effect that such
supplemental indenture has been duly authorized, executed and delivered by such
Subsidiary and constitutes a valid and binding obligation of such Subsidiary,
enforceable against such Subsidiary in accordance with its terms (subject to
customary exceptions).

     (b)  The Subsidiary Guarantees shall be joint and several obligations of
the Guarantors; provided, however, that the obligations of each Guarantor under
its Subsidiary Guarantee shall be limited as necessary to prevent that
Subsidiary Guarantee from constituting a fraudulent conveyance under applicable
law.

     (c)  The Subsidiary Guarantee of a Guarantor shall be automatically
released (without the taking of any action by the Company, such Guarantor, the
Trustee or any Holder) at such time as the Guarantor is no longer a Subsidiary
of the Company.

Section 4.18.  Payments for Consent.

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

                                     -43-
<PAGE>

Section 4.19.  Board of Directors.

          For so long as $10 million of Notes shall be outstanding, the Holders
of a majority in aggregate principal amount of the Notes then outstanding shall
be entitled to designate one person to be nominated for election to the Board of
Directors of the Company. Jack Hersch shall be the designee for an initial term
ending at the 2002 Annual Meeting of Stockholders. Thereafter, the Holders of a
majority in aggregate principal amount of the Notes then outstanding shall
designate the representative for nomination for successive three-year terms.

                                  ARTICLE 5.
                                  SUCCESSORS

Section 5.01.  Merger, Consolidation, or Sale of Assets.

          The Company shall not: (1) consolidate or merge with or into another
Person (whether or not the Company is the surviving entity); or (2) sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of the properties or assets of the Company, in one or more related transactions,
to another Person, unless:

          (a) either (i) the Company is the surviving entity; or (ii) the Person
formed by or surviving any such consolidation or merger (if other than the
Company) or to which such sale, assignment, transfer, lease, conveyance or other
disposition has been made is a corporation, limited liability company,
partnership or trust organized and existing under the laws of the United States,
any state of the United States or the District of Columbia;

          (b) the Person formed by or surviving any such consolidation or merger
(if other than the Company) or the Person to which such sale, assignment,
transfer, lease conveyance or other disposition has been made assumes all the
obligations of the Company under the Notes and this Indenture pursuant to a
supplemental indenture in a form reasonably satisfactory to the Trustee;

          (c) immediately after such transaction no Default or Event of Default
shall have occurred and be continuing; and

          (d) except in the case of a merger of the Company with or into a
Guarantor, the Company or the Person formed by or surviving any such
consolidation or merger (if other than the Company), or to which such sale,
assignment, transfer, lease, conveyance or other disposition shall have been
made (A) shall have Consolidated Net Worth immediately after the transaction
equal to or greater than the Consolidated Net Worth of the Company immediately
preceding the transaction and (B) shall, at the time of such transaction and
after giving pro forma effect thereto as if such transaction had occurred at the
beginning of the applicable four-quarter period, be permitted to incur at least
$1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
test set forth in the first paragraph of Section 4.09 hereof.

Section 5.02.  Successor Person Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Company in accordance with

                                     -44-
<PAGE>

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

                                  ARTICLE 6.
                             DEFAULTS AND REMEDIES

Section 6.01.  Events of Default.

          Each of the  following is an Event of Default:

          (a)  failure to pay principal of when due (whether nor not prohibited
by Article 10 or Article 12);

          (b)  failure to pay interest on the Notes when due, if such failure
continues for a period of 30 days (whether or not prohibited by Article 10 or
Article 12), or, to the extent interest is deemed paid in Additional Notes,
failure to issue and deliver such Additional Notes within 30 days after such
interest is deemed paid;

          (c)  failure by the Company or any of its Subsidiaries to comply with
Sections 4.07, 4.09, 4.10 and 4.15;

          (d)  failure by the Company or any of its Subsidiaries for 60 days
after written notice from the Trustee or the Holders of at least 25% in
aggregate principal amount of outstanding Notes to comply with any of the other
agreements in this Indenture or the Notes;

          (e)  failure by the Company or any of its Subsidiaries to pay when due
the principal of, or interest on (prior to the expiration of any applicable
grace period), or acceleration of, any debt for money borrowed by the Company or
any of its Subsidiaries that is, in the aggregate, equal to or greater than $10
million;

          (f)  failure by the  Company or any of its  Subsidiaries  to pay final
judgments (including foreign judgments only to the extent enforcement thereof is
sought in the United  States or in any  foreign  jurisdiction  where the Company
owns assets of $10.0 million or more)  aggregating  in excess of $10.0  million,
which judgments are not paid,  discharged or stayed for a period of 60 days;

          (g)  the Company or any of its Significant Subsidiaries or any group
of Subsidiaries that, taken as a whole, would constitute a Significant
Subsidiary pursuant to or within the meaning of Bankruptcy Law:

                                     -45-
<PAGE>

          (i)   commences a voluntary  case,

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

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

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

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

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

          (i)   is for relief against the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary;

          (ii)  appoints a Custodian of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary or for all or substantially all of the
     property of the Company or any of its Significant Subsidiaries or any group
     of Subsidiaries that, taken as a whole, would constitute a Significant
     Subsidiary; or

          (iii) orders the liquidation of the Company or any of its Significant
     Subsidiaries or any group of Subsidiaries that, taken as a whole, would
     constitute a Significant Subsidiary;

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

     (i)  except as permitted by this Indenture, any Subsidiary Guarantee shall
be held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
its Subsidiary Guarantee.

Section 6.02.  Acceleration.

     If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all the Notes to be due and payable immediately. Notwithstanding the
foregoing, in the case of an Event of Default arising from any event described
in Section 6.01(g) or (h), all outstanding Notes shall become due and payable
immediately without further action or notice. Holders of the Notes may not
enforce this Indenture or the Notes except as provided herein. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders of the Notes notice of any continuing
Default or Event of

                                     -46-
<PAGE>

Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.

Section 6.03.  Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal and interest on
the Notes or to enforce the performance of any provision of the Notes or this
Indenture; provided that for so long as there shall not occur an Event of
Default pursuant to Section 6.01(g) or (h), the Company may pay all principal
and interest due hereunder in the form of Redemption Consideration, which shall
be calculated and paid in accordance with the provisions of Section 3.07.
Notwithstanding the previous sentence and subject to the provisions of Chapter
11 of the United States Code, in connection with any Event of Default under
Sections 6.01(g) or (h), any claim by the Trustee hereunder shall be for the
full unpaid principal amount of the Notes, all accrued and unpaid interest
thereon, and all other amounts due and payable hereunder.

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

Section 6.04.  Waiver of Past Defaults.

          The Holders of a majority in aggregate principal amount of the Notes
then outstanding, by notice to the Trustee, may, on behalf of the Holders of all
of the Notes, waive any existing Default or Event of Default and its
consequences under this Indenture, except a continuing Default or Event of
Default in the payment of principal of, or interest on the Notes (including in
connection with an offer to purchase as required by the terms of this
Indenture); provided however, that the Holders of a majority in aggregate
principal amount of the then outstanding Notes may rescind an acceleration and
its consequences, including any related payment default that resulted from such
acceleration. Upon any such waiver or rescission, such Default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereon.
Section 6.05.  Control by Majority.

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

Section 6.06.  Limitation on Suits.

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

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

                                     -47-
<PAGE>

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

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

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

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

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

Section 6.07.  Rights of Holders to Receive Payment.

     Notwithstanding any other provision of this Indenture, the right of any
Holder to receive payment of principal and interest on any Note, on or after the
respective due dates expressed in the Note (or, in the case of redemption or
repurchase, on the Redemption Date or the repurchase date, as the case may be),
or to convert such Holder's Note into Common Stock on the Conversion Date, or to
bring suit for the enforcement of any such payment on or after such respective
dates or the right to convert, shall not be impaired or affected without the
consent of such Holder.

Section 6.08.  Collection Suit by Trustee.

     If an Event of Default specified in Section 6.01(a) or (b) occurs and is
continuing, the Trustee is authorized to recover judgment in its own name and as
Trustee of an express trust against the Company for the Redemption Consideration
payable in respect of the whole amount of principal of, and interest remaining
unpaid on the Notes and interest on overdue principal and, to the extent lawful,
interest and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and any
amounts due to the Trustee under Section 7.07.

Section 6.09.  Trustee May File Proofs of Claim.

     The Trustee is authorized to file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relative to the Company (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any Custodian in any such
judicial proceeding is hereby authorized by each Holder to make such payments to
the Trustee, and in the event that the Trustee shall consent to the making of
such payments directly to the Holders, to pay to the Trustee any amount due to

                                     -48-
<PAGE>

it for the reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 out of the estate in any such
proceeding, shall be denied for any reason, payment of the same shall be secured
by a lien on, and shall be paid out of, any and all distributions, dividends,
money, securities and other properties that the Holders may be entitled to
receive in such proceeding whether in liquidation or under any plan of
reorganization or arrangement or otherwise. Nothing herein contained shall be
deemed to authorize the Trustee to authorize or consent to or accept or adopt on
behalf of any Holder any plan of reorganization, arrangement, adjustment or
composition affecting the Notes or the rights of any Holder, or to authorize the
Trustee to vote in respect of the claim of any Holder in any such proceeding.

Section 6.10. Priorities.

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

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

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

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

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

Section 6.11.  Undertaking for Costs.

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

                                     -49-
<PAGE>

                                  ARTICLE 7.
                                    TRUSTEE

Section 7.01.  Duties of Trustee.

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

     (b)  Except during the continuance of an Event of Default actually known to
the Trustee:

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

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

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

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

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

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

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

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

                                     -50-
<PAGE>

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

Section 7.02.  Rights of Trustee.

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

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

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

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

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

          (f)  If an Event of Default occurs and is continuing, the Trustee
shall, in the exercise of its power, use the degree of care of a prudent man in
the conduct of his own affairs. Subject to such provision, 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 security or indemnity satisfactory to it
against any loss, liability or expense.

          (g)  The permissive right of the Trustee to do things enumerated in
this Indenture shall not be construed as a duty, and the Trustee shall not be
answerable for other than its negligence or willful misconduct.

          (h)  The Trustee shall not be charged with knowledge of any Default or
Event of Default with respect to the Notes unless either (1) a Responsible
Officer shall have actual knowledge of such Default or Event of Default or (2)
written notice of such Default or Event of Default shall have been given to the
Trustee by the Company.

                                     -51-
<PAGE>

Section 7.03.  Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company or any
Affiliate of the Company with the same rights it would have if it were not
Trustee. However, in accordance with the requirements of the TIA, in the event
that the Trustee acquires any conflicting interest it must eliminate such
conflict within 90 days, apply to the SEC for permission to continue as Trustee
(in the event such conflict arises after a Shelf Registration Statement has been
filed and has been declared effective by the SEC) or resign. Any Agent may do
the same with like rights and duties. The Trustee is also subject to Sections
7.10 and 7.11.

Section 7.04.  Trustee's Disclaimer.

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

Section 7.05.  Notice of Defaults.

          If a Default or Event of Default occurs, and if it is known to the
Trustee, the Trustee shall mail to Holders a notice of the Default or Event of
Default within 90 days after it occurs, unless such Default or Event of Default
is no longer continuing. The Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of the Holders.

Section 7.06.  Reports by Trustee to Holders.

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

          A copy of each report at the time of its mailing to the Holders shall
be mailed to the Company and if such report is prepared after the Shelf
Registration Statement has been declared effective by the SEC, filed with the
SEC and each securities exchange on which the Notes are listed in accordance
with TIA Section 313(d). The Company shall promptly notify the Trustee when the
Notes are listed on any securities exchange.

                                     -52-
<PAGE>

Section 7.07.  Compensation and Indemnity.

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

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

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

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

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

          As to notice of Liens or charges, the Trustee shall comply with the
provisions of TIA Section 313(b)(2) to the extent applicable.

                                     -53-
<PAGE>

Section 7.08.  Replacement of Trustee.

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

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

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

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

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

          (d)  the Trustee becomes incapable of acting.

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

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

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

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee, provided all sums owing to the
Trustee hereunder have been paid and subject to the Lien provided for in Section
7.07. Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

                                     -54-
<PAGE>

Section 7.09.  Successor Trustee by Merger, etc.

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

Section 7.10.  Eligibility; Disqualification.

        There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $100 million
as set forth in its most recent published annual report of condition.

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

Section 7.11.  Preferential Collection of Claims Against Company.

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

                                  ARTICLE 8.
                   LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01.  Option to Effect Legal Defeasance or Covenant Defeasance.

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

Section 8.02.  Legal Defeasance and Discharge.

        The Company may, at its option and at any time, elect to have all of
its obligations discharged with respect to the outstanding Notes and all
obligations of the Guarantors discharged with respect to their Subsidiary
Guarantees ("Legal Defeasance") except for:

        (a)    the rights of Holders of outstanding Notes to receive payments in
respect of the principal of, or interest on such Notes, or shares of the
Company's Common Stock upon conversion of the Notes, when such payments are due
from the trust referred to in Section 8.04(a) below;

       (b)     the Company's obligations with respect to the Notes concerning
issuing temporary Notes, registration of Notes, mutilated, destroyed, lost or
stolen Notes and the maintenance of an office or agency for payment and money
for security payments held in trust;

                                     -55-
<PAGE>

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

        (d)    the Legal Defeasance provisions of this Indenture.

        For this purpose, Legal Defeasance means that the Company shall be
deemed to have paid and discharged the entire Indebtedness represented by the
outstanding Notes, which shall thereafter be deemed to be "outstanding" only for
the purposes of Section 8.05 and the other Sections of this Indenture described
in (a), (b) and (d) above, and to have satisfied all its other obligations under
such Notes and this Indenture (and the Trustee, on demand of and at the expense
of the Company, shall execute proper instruments acknowledging the same), except
for the above provisions. Subject to compliance with this Article 8, the Company
may exercise its option under Section 8.02 notwithstanding the prior exercise of
its option under Section 8.03.

Section 8.03.  Covenant Defeasance.

        Upon the Company's exercise under Section 8.01 of the option applicable
to this Section 8.03, the Company and the Guarantors, if any, shall, subject to
the satisfaction of the conditions set forth in Section 8.04, be released from
their obligations under the covenants contained in Sections 3.09, 4.03, 4.04,
4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17,
4.18, 4.19, Article 5, Section 6.01(c), (d), (e), (f), (g), (h), and (i),
Section 6.03 and Section 11.03 with respect to the outstanding Notes on and
after the date the conditions set forth in Section 8.04 are satisfied
(hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed
               -------------------
not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes, the Company may
omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of any reference in any such covenant to any other provision herein or
in any other document and such omission to comply shall not constitute a Default
or an Event of Default under Section 6.01, but, except as specified above, the
remainder of this Indenture and such Notes shall be unaffected thereby. In
addition, upon the Company's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03 hereof, subject to the satisfaction of the
conditions set forth in Section 8.04 hereof, Sections 6.01(c) through 6.01(i)
hereof shall not constitute Events of Default.

Section 8.04.  Conditions to Legal or Covenant Defeasance.

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

        In order to exercise either Legal Defeasance or Covenant Defeasance:

        (a)    the Company must irrevocably deposit with the Trustee, in trust,
for the benefit of the Holders, cash in United States dollars, non-callable
Government Securities, or a combination of cash in United States dollars and
non-callable Government Securities, and shares of Common

                                     -56-
<PAGE>

Stock, in amounts as will be sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to either, as applicable:
(i) pay, as of a designated Redemption Date, the Redemption Consideration in
respect of the principal of, and accrued but unpaid interest on the outstanding
Notes on the designated Redemption Date, or (ii) deliver the shares of Common
Stock as required by Section 14.02(a) hereof, and the Company must specify
whether the Notes are being defeased to a particular Redemption Date or to the
Stated Maturity;

        (b)    in the case of Legal Defeasance, the Company shall have delivered
to the Trustee an Opinion of Counsel in the United States reasonably acceptable
to the Trustee confirming that (A) the Company has received from, or there has
been published by, the Internal Revenue Service a ruling or (B) since the date
of this Indenture, there has been a change in the applicable federal income tax
law, in either case to the effect that, and based thereon such Opinion of
Counsel will confirm that, the Holders of the outstanding Notes will not
recognize income, gain or loss for federal income tax purposes as a result of
such Legal Defeasance and will be subject to federal income tax on the same
amounts, in the same manner and at the same times as would have been the case if
such Legal Defeasance had not occurred;

        (c)    in the case of Covenant Defeasance, the Company shall have
delivered to the Trustee an Opinion of Counsel in the United States reasonably
acceptable to the Trustee confirming that the Holders of the outstanding Notes
will not recognize income, gain or loss for federal income tax purposes as a
result of such Covenant Defeasance and will be subject to federal income tax on
the same amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;

        (d)    no Default or Event of Default shall have occurred and be
continuing on the date of such deposit (other than a Default or Event of Default
resulting from the borrowing of funds to be applied to such deposit) or insofar
as Section 6.01(g) or 6.01(h) hereof is concerned, at any time in the period
ending on the 91st day after the date of deposit;

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

        (f)    the Company shall have delivered to the Trustee an Opinion of
Counsel to the effect that on 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;

        (g)    the Company shall have delivered to the Trustee an Officer's
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over the other creditors of the Company with the
intent of defeating, hindering, delaying or defrauding creditors of the Company
or others; and

        (h)    the Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent relating to the Legal Defeasance or the Covenant Defeasance have been
complied with.

                                     -57-
<PAGE>

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

        Subject to Section 8.06, all money and non-callable Government
Securities (including the proceeds thereof) and shares of Common Stock deposited
with the Trustee (or other qualifying Trustee, collectively for purposes of this
Section 8.05, the "Trustee") pursuant to Section 8.04 in respect of the
outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent (including the Company acting as
Paying Agent) as the Trustee may determine, to the Holders of such Notes of all
cash and Common Stock due and to become due thereon in respect of principal and
interest or otherwise, but such money and securities need not be segregated from
other funds or securities except to the extent required by law.

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

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

Section 8.06.  Repayment to Company.

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

                                     -58-
<PAGE>

Section 8.07.  Reinstatement.

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

                                  ARTICLE 9.
                       AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.  Without Consent of Holders.

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

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

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

        (c)    to provide for the assumption of the Company's or Guarantors'
obligations to Holders in the case of a merger or consolidation or sale of all
or substantially all of the Company's assets;

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

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

        (f)    to allow any Guarantor to execute a supplemental indenture in
respect of a Subsidiary Guarantee.

        Upon the request of the Company accompanied by a resolution of its Board
of Directors authorizing the execution of any such amended or supplemental
Indenture, and upon receipt by the Trustee of the documents described in Section
7.02, the Trustee shall join with the Company and Guarantors in the execution of
any amended or supplemental Indenture authorized or permitted by the terms of
this Indenture and to make any further appropriate agreements and

                                     -59-
<PAGE>

stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental Indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.

Section 9.02.  With Consent of Holders.

        Except as provided below in this Section 9.02, this Indenture
(including Sections 3.09, 4.10 and 4.15 hereof), the Subsidiary Guarantees or
the Notes may be amended or supplemented with the consent of the Holders of at
least a majority in aggregate principal amount of the Notes then outstanding
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, Notes), and, subject to Sections
6.02, 6.04 and 6.07, any existing Default or Event of Default (other than a
Default or Event of Default in the payment of principal of, or interest on the
Notes including in connection with an offer to purchase but excluding a payment
default resulting from an acceleration that has been rescinded), or compliance
with any provision of this Indenture, the Subsidiary Guarantees or the Notes may
be waived with the consent of the Holders of a majority in aggregate principal
amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes). Section 2.08 hereof shall determine which Notes are considered to
be "outstanding" for purposes of this Section 9.02.

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

        It shall not be necessary for the consent of the Holders under this
Section 9.02 or pursuant to Article 13 to approve the particular form of any
proposed amendment or waiver, but it shall be sufficient if such consent
approves the substance thereof.

        After an amendment, supplement or waiver under this Section becomes
effective, the Company shall mail to the Holders affected thereby a notice
briefly describing the amendment, supplement or waiver. Any failure of the
Company to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such amended or supplemental Indenture
or waiver. Subject to Sections 6.02, 6.04 and 6.07, the Holders of a majority in
aggregate principal amount of the Notes then outstanding voting as a single
class may waive compliance in a particular instance by the Company with any
provision of this Indenture or the Notes. However, without the consent of each
Holder affected, an amendment or waiver under this Section 9.02 may not (with
respect to any Notes held by a non-consenting Holder):

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

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<PAGE>

        (b)    reduce the principal of or change the fixed maturity of any Note
or alter the provisions with respect to the redemption of the Notes, except as
provided above with respect to Sections 3.09, 4.10 and 4.15 hereof, or adjust
the Conversion Rate otherwise than in accordance with Section 16.08;

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

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

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

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

        (g)    waive a redemption payment with respect to any Note (other than a
payment required pursuant to Sections 3.09, 4.10 and 4.15 hereof);

        (h)    make any change in Section 6.04 or 6.07 hereof or in the
foregoing amendment and waiver provisions; or

        (i)    release any Guarantor from its obligations under its Subsidiary
Guarantee or this Indenture, except in accordance with the terms of this
Indenture.

Section 9.03.  Compliance with Trust Indenture Act.

        Every amendment or supplement to this Indenture or the Notes shall be
set forth in a amended or supplemental Indenture that complies with the TIA as
then in effect. Section 9.04. Revocation and Effect of Consents.

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

        The Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver. If a record date is fixed, then notwithstanding the
provisions of the second sentence of the preceding paragraph, those Holders who
were Holders on such record date (or their duly designated

                                     -61-
<PAGE>

proxies), and only those Holders, shall be entitled to revoke any consent
previously given, whether or not such Holder continues to be a Holder after such
record date.

        After an amendment, supplement or waiver becomes effective, it shall
bind every Holder, unless such amendment, supplement or waiver makes a change
described in clauses (a) through (g) of Section 9.02, in which case, the
amendment, supplement or waiver shall bind only each Holder who has consented to
it; provided that any such waiver shall not impair or affect the right of any
Holder to receive payment of principal of and interest on the Notes, on or after
the respective due dates expressed in such Notes, or to bring suit for the
enforcement of any such payment on or after such respective dates without the
consent of such Holder.

Section 9.05.  Notation on or Exchange of Notes.

        The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. If an amendment,
supplement or waiver changes the terms of the Notes, the Company may require the
Holders to deliver the Notes to the Trustee. The Company may place an
appropriate notation on the Notes and return them to the Holders. Alternatively,
the Company in exchange for all Notes may issue and the Trustee shall
authenticate new Notes (accompanied by a notation of the Subsidiary Guarantees
duly endorsed by the Guarantors) that reflect the amendment, supplement or
waiver.

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

Section 9.06.  Trustee to Sign Amendments, etc.

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

                                  ARTICLE 10.
                                 SUBORDINATION

Section 10.01. Agreement to Subordinate.

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

                                     -62-
<PAGE>

Section 10.02. Liquidation; Dissolution; Bankruptcy.

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

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

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

Section 10.03. Default on Designated Senior Debt.

        The Company shall not make any payment upon or in respect of the Notes
(except in Permitted Junior Securities or from any defeasance trust created
pursuant to Section 8.01 hereof) if:

        (a)    a default in the payment of any principal of, or interest on
Designated Senior Debt of the Company occurs and is continuing beyond any
applicable period of grace; or

        (b)    any other default occurs and is continuing with respect to
Designated Senior Debt of the Company that permits holders of the Designated
Senior Debt as to which such default relates to accelerate its maturity and the
Trustee receives a notice of the default from the Company or the holders of any
Designated Senior Debt. Payments on the Notes may and shall be resumed (a) in
the case of a payment default, upon the date on which such default is cured or
waived and (b) in case of a nonpayment default, the earlier of the date on which
such nonpayment default is cured or waived or 179 days after the date on which
the applicable Payment Blockage Notice is received, unless the maturity of any
Designated Senior Debt of the Company has been accelerated. No new Payment
Blockage Notice shall be effective for purposes of this Section unless and until
(i) at least 360 days shall have elapsed since the effectiveness of the
immediately prior Payment Blockage Notice and (ii) all scheduled payments of
principal and interest on the Notes that have come due have been paid in full in
cash, Additional Notes or Common Stock, as required by the terms of this
Indenture. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default shall have
been waived for a period of not less than 90 days.

                                     -63-
<PAGE>

Section 10.04. Acceleration of Notes.

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

Section 10.05. When Distribution Must be Paid Over.

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

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

Section 10.06. Notice by Company.

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

Section 10.07. Subrogation.

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

                                     -64-
<PAGE>

Section 10.08.  Relative Rights.

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

          (a) impair, as between the Company and Holders of Notes, the
obligation of the Company, which is absolute and unconditional, to pay principal
of and interest on the Notes in accordance with their terms;

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

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

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

Section 10.09.  Subordination May Not be Impaired by Company.

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

Section 10.10. Distribution or Notice to Representative.

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

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

Section 10.11.  Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article 10 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes, unless the Trustee shall have received at its
Corporate Trust Office at least five Business Days prior to the date of such
payment written notice of facts that would cause the payment of any Obligations
with respect to the Notes to

                                     -65-
<PAGE>

violate this Article 10. Only the Company or a Representative may give the
notice. Nothing in this Article 10 shall impair the claims of, or payments to,
the Trustee under or pursuant to Section 7.07 hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt of the Company with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

Section 10.12. Authorization to Effect Subordination.

          Each Holder of Notes, by the Holder's acceptance thereof, authorizes
and directs the Trustee on such Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact
for any and all such purposes. If the Trustee does not file a proper proof of
claim or proof of debt in the form required in any proceeding referred to in
Section 6.09 hereof at least 30 days before the expiration of the time to file
such claim, the Representatives of the Designated Senior Debt, including debt
under the Credit Facility, are hereby authorized to file an appropriate claim
for and on behalf of the Holders of the Notes.

Section 10.13. Amendments.

          (a) The provisions of this Article 10 shall not be amended or modified
without the written consent of the holders of all Senior Debt of the Company.

          (b) Any amendment to the provisions of this Article 10 shall require
the consent of the Holders of at least 75% in aggregate amount of Notes then
outstanding if such amendment would adversely affect the legal rights of
Holders.

                                  ARTICLE 11.
                             SUBSIDIARY GUARANTEES

Section 11.01. Guarantee.

          Subject to this Article 11, each of the Guarantors hereby agrees,
jointly and severally, to unconditionally guarantee to each Holder of a Note
authenticated and delivered by the Trustee and to the Trustee and its successors
and assigns, irrespective of the validity and enforceability of this Indenture,
the Notes or the Obligations of the Company hereunder or thereunder, that: (a)
the principal of, and interest on the Notes will be promptly paid in full when
due, whether at maturity, by acceleration, redemption, repurchase or otherwise,
and interest on the overdue principal of and interest on the Notes, if lawful,
and all other Obligations of the Company to the Holders or the Trustee hereunder
or thereunder will be promptly paid in full or performed, all in accordance with
the terms hereof and thereof; and (b) in case of any extension of time of
payment or renewal of any Notes or any of such other Obligations, that same will
be promptly paid in full when due or performed in accordance with the terms of
the extension or renewal, whether at stated maturity, by acceleration or
otherwise subject, however, to the limitations set forth in Section 11.02.
Failing payment when due of any amount so guaranteed or any performance so
guaranteed for whatever reason, the Guarantors shall be jointly and severally

                                     -66-
<PAGE>

obligated to pay or perform the same immediately. Each Guarantor agrees that
this is a guarantee of payment and not a guarantee of collection.

          The Guarantors hereby agree that their Obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder with respect to any provisions hereof or
thereof, the recovery of any judgment against the Company, any action to enforce
the same or any other circumstance which might otherwise constitute a legal or
equitable discharge or defense of a Guarantor. Each Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenants that this Subsidiary Guarantee shall not be discharged except by
complete performance of the obligations contained in the Notes and this
Indenture.

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

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any Obligations guaranteed
hereby until payment in full of all Obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
Obligations guaranteed hereby may be accelerated as provided in Article 6 for
the purposes of this Subsidiary Guarantee, notwithstanding any stay, injunction
or other prohibition preventing such acceleration in respect of the Obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such Obligations as provided in Article 6, such Obligations (whether or not due
and payable) shall forthwith become due and payable by the Guarantors for the
purpose of this Subsidiary Guarantee (subject to any subsequent rescission or
cancellation of any acceleration in accordance with Section 6.02). The
Guarantors shall have the right to seek contribution from any non-paying
Guarantor so long as the exercise of such right does not impair the rights of
the Holders under the Subsidiary Guarantee.

Section 11.02. Limitation on Guarantor Liability.

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

                                     -67-
<PAGE>

of such Guarantor under its Subsidiary Guarantee not constituting a fraudulent
transfer or conveyance.

Section 11.03. Execution and Delivery of Subsidiary Guarantee.

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

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

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

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

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

Section 11.04. Guarantors May Consolidate, etc., on Certain Terms.

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

          (a) Except in the case of a merger of a Guarantor with or into the
Company or another Guarantor but subject to Section 11.05 hereof, the Person
formed by or surviving any such consolidation or merger (if other than a
Guarantor or the Company) unconditionally assumes all the Obligations of such
Guarantor under the Notes, this Indenture and the Subsidiary Guarantee, pursuant
to a supplemental indenture in form and substance reasonably satisfactory to the
Trustee, on the terms set forth herein or therein;

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

          (c) except in the case of a merger of a Guarantor with or into the
Company or another Guarantor, such Guarantor, or any Person formed by or
surviving any such consolidation or merger, would have Consolidated Net Worth
(immediately after giving effect to such transaction), equal to or greater than
the Consolidated Net Worth of such Guarantor immediately preceding the
transaction; and

                                     -68-
<PAGE>

          (d) except in the case of a merger of a Guarantor with or into the
Company or another Guarantor, the Company would be permitted by virtue of the
Company's pro forma Fixed Charge Coverage Ratio, immediately after giving effect
to such transaction, to incur at least $1.00 of additional Indebtedness pursuant
to the Fixed Charge Coverage Ratio test set forth in the first paragraph of
Section 4.09 hereof.

          In case of any such consolidation, merger, sale, assignment, transfer,
lease or conveyance or other disposition and upon the assumption by the
successor Person, by supplemental indenture, executed and delivered to the
Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as a Guarantor. Such successor
Person thereupon may cause to be signed any or all of the Subsidiary Guarantees
to be endorsed upon all of the Notes issuable hereunder which theretofore shall
not have been signed by the Company and delivered to the Trustee. All the
Subsidiary Guarantees so issued shall in all respects have the same legal rank
and benefit under this Indenture as the Subsidiary Guarantees theretofore and
thereafter issued in accordance with the terms of this Indenture as though all
of such Subsidiary Guarantees had been issued at the date of the execution
hereof.

          Except as set forth in Article 5, and notwithstanding clauses (a) and
(b) above, nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Guarantor with or into the Company or
another Guarantor, or shall prevent any sale, assignment, transfer, lease,
conveyance or other disposition of all or substantially all the assets of a
Guarantor to the Company or another Guarantor.

Section 11.05. Release.

          In the event of (i) a sale or other disposition of all or
substantially all of the assets of any Guarantor, by way of merger,
consolidation or otherwise, (ii) a sale or other disposition of all the Capital
Stock of any Guarantor or (iii) any Subsidiary Guarantor being designated as an
Unrestricted Subsidiary in accordance with this Indenture, then such Guarantor
will be released and relieved of any obligations under its Subsidiary Guarantee,
and in the case of clause (i), the acquiror shall not have any liability under
this Indenture; provided that, in the case of a sale or other disposition, the
Net Proceeds of such sale or other disposition are applied in accordance with
the applicable provisions of this Indenture, including without limitation
Section 4.10 hereof. Upon delivery by the Company to the Trustee of an Officer's
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made in accordance with the provisions of this Indenture,
including without limitation Section 4.10 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Subsidiary Guarantee.

          Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of, and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                     -69-
<PAGE>

                                  ARTICLE 12.
                     SUBORDINATION OF SUBSIDIARY GUARANTEE

Section 12.01. Agreement to Subordinate.

          Each Guarantor agrees, and each Holder by accepting a Note agrees,
that all Obligations under the Subsidiary Guarantees shall be subordinated in
right of payment, to the extent and in the manner provided in this Article 12,
to the prior payment in full of all Senior Debt of such Guarantor, whether
outstanding on the date hereof or thereafter incurred, that the subordination is
for the benefit of, and shall be enforceable directly by, the holders of the
Senior Debt of such Guarantor (whether outstanding on the date hereof or
hereafter created, incurred assumed or guaranteed).

Section 12.02. Liquidation; Dissolution; Bankruptcy.

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

          (a) the holders of Senior Debt of such Guarantor will be entitled to
receive payment in full of all Obligations due in respect of such Senior Debt
(including interest after the commencement of any such proceeding at the rate
specified in the applicable Senior Debt) before the Holders will be entitled to
receive any payment with respect to the respective Subsidiary Guarantees (except
that Holders may receive and retain (i) Permitted Junior Securities and (ii)
payment and other distributions made from any defeasance trust created pursuant
to Section 8.01 hereof); and

          (b) and until all Obligations with respect to Senior Debt of any
Guarantor (as provided in subsection (a) above) are paid in full, any
distribution to which the Holders would be entitled but for this Article 12
shall be made to the holders of Senior Debt of such Guarantor (except that
Holders may receive and retain Permitted Junior Securities and payments made
from the defeasance trust created pursuant to Section 8.01 hereof).

Section 12.03. Default on Designated Senior Debt.

          No Guarantor shall make any payment upon or in respect of the
Subsidiary Guarantees (except in Permitted Junior Securities or from any
defeasance trust created pursuant to Section 8.01 hereof) if:

          (a) a default in the payment of the principal of, or interest on
Designated Senior Debt of such Guarantor occurs and is continuing beyond any
applicable period of grace; or

          (b) any other default occurs and is continuing with respect to
Designated Senior Debt of such Guarantor that permits holders of the Designated
Senior Debt as to which such default relates to accelerate its maturity and the
Trustee receives a Payment Blockage Notice from such Guarantor or the holders of
any Designated Senior Debt. Payments on the Subsidiary Guarantees may and shall
be resumed (a) in the case of a payment default, upon the date on which such

                                     -70-
<PAGE>

default is cured or waived and (b) in case of a nonpayment default, the earlier
of the date on which such nonpayment default is cured or waived or 179 days
after the date on which the applicable Payment Blockage Notice is received,
unless the maturity of any Designated Senior Debt of such Guarantor has been
accelerated. No new Payment Blockage Notice shall be effective for purposes of
this Section unless and until (i) 360 days have elapsed since the effectiveness
of the immediately prior Payment Blockage Notice and (ii) all scheduled payments
of principal and interest on the Notes that have come due have been paid in full
in cash. No nonpayment default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default shall have
been cured or waived for a period of not less than 90 consecutive days.

Section 12.04. Acceleration of Subsidiary Guarantees.

         If payment of any Subsidiary Guarantee is accelerated because of an
Event of Default, such Guarantor shall promptly notify the Representatives of
Senior Debt of such Guarantor of the acceleration.

Section 12.05. When Distribution Must be Paid Over.

         In the event that the Trustee or any Holder of a Subsidiary Guarantee
receives any payment of any Obligations with respect to a Subsidiary Guarantee
at a time when such payment is prohibited by Section 12.03 hereof, such payment
shall be held by the Trustee or such Holder, in trust for the benefit of, and
shall be paid forthwith over and delivered, upon written request, to, the
holders of Senior Debt of such Guarantor as their interests may appear or their
Representative under this Indenture or other agreement (if any) pursuant to
which Senior Debt may have been issued, as their respective interests may
appear, for application to the payment of all Obligations with respect to Senior
Debt of such Guarantor remaining unpaid to the extent necessary to pay such
Obligations in full in accordance with their terms, after giving effect to any
concurrent payment or distribution to or for the holders of Senior Debt of such
Guarantor.

         With respect to the holders of Senior Debt of any Guarantor, the
Trustee undertakes to perform only such obligations on the part of the Trustee
as are specifically set forth in this Article 12, and no implied covenants or
obligations with respect to the holders of Senior Debt of such Guarantor shall
be read into this Indenture against the Trustee. The Trustee shall not be deemed
to owe any fiduciary duty to the holders of Senior Debt of any Guarantor.

Section 12.06. Notice by Guarantor.

         Each Guarantor shall promptly notify the Trustee and the Paying Agent
of any facts known to such Guarantor that would cause a payment of any
Obligations with respect to its Subsidiary Guarantee to violate this Article 12,
which notice shall specifically refer to this Article 12, but failure to give
such notice shall not affect the subordination of any Subsidiary Guarantee to
the Senior Debt of such Guarantor as provided in this Article 12.

                                     -71-
<PAGE>

Section 12.07. Subrogation.

          After all Senior Debt of the Guarantors is paid in full and until the
Notes are paid in full, Holders of the Subsidiary Guarantees shall be subrogated
to the rights of holders of Senior Debt of the Guarantors to receive
distributions applicable to Senior Debt of the Guarantors to the extent that
distributions otherwise payable to the Holders of the Subsidiary Guarantees have
been applied to the payment of Senior Debt of the Guarantors. A distribution
made under this Article to holders of Senior Debt of the Guarantors that
otherwise would have been made to Holders of the Subsidiary Guarantees is not,
as between the Guarantors and Holders of the Subsidiary Guarantees, a payment by
the Guarantors on the Subsidiary Guarantees.

Section 12.08. Relative Rights.

          This Article defines the relative rights of Holders of the Subsidiary
Guarantees and holders of Senior Debt of the Guarantors. Nothing in this
Indenture shall:

          (a) impair, as between the Guarantors and Holders of the Subsidiary
Guarantees, the obligations of the Guarantors, which are absolute and
unconditional, to pay principal of and interest on the Notes in accordance with
the terms of the Subsidiary Guarantees;

          (b) affect the relative rights of Holders of the Subsidiary Guarantees
and creditors of any Guarantor other than their rights in relation to holders of
Senior Debt; or

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

          If any Guarantor fails because of this Article to pay principal of or
interest on a Note on the due date in accordance with the terms of the
Subsidiary Guarantees, the failure is still a Default or Event of Default.

Section 12.09. Subordination May Not be Impaired by Guarantor.

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

          Without in any way limiting the generality of the foregoing paragraph,
the holders of Senior Debt of any Guarantor, or any of them, may, at any time
and from time to time, without the consent of or notice to the Holders of the
Subsidiary Guarantees, without incurring any liabilities to any Holder of any
Subsidiary Guarantees and without impairing or releasing the subordination and
other benefits provided in this Indenture or the obligations of the Holders of
the Subsidiary Guarantees to the holders of the Senior Debt of such Guarantor,
even if any right of reimbursement or subrogation or other right or remedy of
any Holder of Subsidiary Guarantees is affected, impaired or extinguished
thereby, do any one or more of the following:

                                     -72-
<PAGE>

          (a) change the manner, place or terms of payment or change or extend
the time of payment of, or renew, exchange, amend, increase or alter, the terms
of any Senior Debt, any security therefor or guaranty thereof or any liability
of any obligor thereon (including any guarantor) to such holder, or any
liability incurred directly or indirectly in respect thereof or otherwise amend,
renew, exchange, extend, modify, increase or supplement in any manner any Senior
Debt or any instrument evidencing or guaranteeing or securing the same or any
agreement under which Senior Debt is outstanding;

          (b) sell, exchange, release, surrender, realize upon, enforce or
otherwise deal with in any manner and in any order any property pledged,
mortgaged or otherwise securing Senior Debt or any liability of any obligor
thereon, to such holder, or any liability incurred directly or indirectly in
respect thereof;

          (c) settle or compromise any Senior Debt or any other liability of any
obligor of the Senior Debt to such holder or any security therefor or any
liability incurred directly or indirectly in respect thereof and apply any sums
by whomsoever paid and however realized to any liability (including, without
limitation, Senior Debt) in any manner or order; and

          (d) fail to take or to record or to otherwise perfect, for any reason
or for no reason, any lien or security interest securing Senior Debt by
whomsoever granted, exercise or delay in or refrain from exercising any right or
remedy against any obligor or any guarantor or any other person, elect any
remedy and otherwise deal freely with any obligor and any security for the
Senior Debt or any liability of any obligor to such holder or any liability
incurred directly or indirectly in respect thereof.

Section 12.10. Distribution or Notice to Representative.

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

          Upon any payment or distribution of assets of any Guarantor referred
to in this Article 12, the Trustee and the Holders of the Subsidiary Guarantees
shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction so long as such order or decree recognizes the provisions
of this Article 12 or upon any certificate of such Representative or of the
liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of the Subsidiary Guarantees for the purpose of
ascertaining the Persons entitled to participate in such distribution, the
holders of the Senior Debt of any Guarantor and other Indebtedness of the
Company or any Guarantor, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article 12.

Section 12.11. Rights of Trustee and Paying Agent.

          Notwithstanding the provisions of this Article 12 or any other
provision of this Indenture, the Trustee shall not be charged with knowledge of
the existence of any facts that would prohibit the making of any payment or
distribution by the Trustee, and the Trustee and the Paying Agent may continue
to make payments on the Notes or the Subsidiary Guarantees, unless the Trustee
shall have received at its Corporate Trust Office at least five Business Days
prior to the date of

                                     -73-
<PAGE>

such payment written notice of facts that would cause the payment of any
Obligations with respect to the Notes or the Subsidiary Guarantees to violate
this Article 12. Only the Company, the Guarantors or a Representative may give
the notice. Nothing in this Article 12 shall impair the claims of, or payments
to, the Trustee under or pursuant to Section 7.07 hereof.

          The Trustee in its individual or any other capacity may hold Senior
Debt of any Guarantor with the same rights it would have if it were not Trustee.
Any Agent may do the same with like rights.

Section 12.12. Authorization to Effect Subordination.

          Each Holder of a Note by the Holder's acceptance thereof authorizes
and directs the Trustee on the Holder's behalf to take such action as may be
necessary or appropriate to effectuate the subordination as provided in this
Article 12, and appoints the Trustee to act as the Holder's attorney-in-fact for
any and all such purposes. If the Trustee does not file a proper proof of claim
or proof of debt in the form required in any proceeding referred to in Section
6.09 hereof at least 30 days before the expiration of the time of such claim,
the Representatives of the Designated Senior Debt, including debt under the
Credit Facility, are hereby authorized to file an appropriate claim for and on
behalf of the Holders of the Notes.

Section 12.13. Amendments.

          (a) The provisions of this Article 12 shall not be amended or modified
without the written consent of the holders of all Senior Debt of the Guarantors.

          (b) Any amendment to the provisions of this Article 12 shall require
the consent of the Holders of at least 75% in aggregate amount of Notes then
outstanding if such amendment would adversely affect the rights of the Holders
of Subsidiary Guarantees.

                                  ARTICLE 13.
                          SATISFACTION AND DISCHARGE

Section 13.01. Satisfaction and Discharge.

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

(1)       either:

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

          (b) all Notes that have not been delivered to the Trustee for
cancellation have become due and payable by reason of the mailing of a notice of
redemption or otherwise or will become due and payable within one year and the
Company or any Guarantor has irrevocably deposited or caused to be deposited
with the Trustee sufficient shares of Common Stock and, if applicable, cash in
trust solely for the benefit of the Holders, in amounts as will be sufficient to
discharge the

                                     -74-
<PAGE>

entire redemption or conversion obligations, as applicable, of the Company in
respect of the Notes not delivered to the Trustee for cancellation;

(2)  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 Guarantor is a party or by which
the Company or any Guarantor is bound;

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

(4)  the Company has delivered irrevocable instructions to the Trustee under
this Indenture to apply the deposited Common Stock, and if applicable, cash
towards the conversion or redemption obligations of the Company at the Stated
Maturity or the Redemption Date, as the case may be.

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

     Notwithstanding the satisfaction and discharge of this Indenture, if shares
of Common Stock and, if applicable, cash shall have been deposited with the
Trustee pursuant to subclass (b) of clause (1) of this Section, the provisions
of Section 8.06 shall survive.

Section 13.02. Application of Trust Money.

     Subject to the provisions of Section 8.06, all money, Government Securities
and Common Stock deposited with the Trustee pursuant to Section 13.01 shall be
held in trust and applied by it, in accordance with the provisions of the Notes
and this Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (including a
conversion payment) and interest for whose payment such money, Government
Securities and Common Stock has been deposited with the Trustee; but such money,
Government Securities and Common Stock need not be segregated from other funds
except to the extent required by law.

     If the Trustee or Paying Agent is unable to apply any money, Government
Securities or Common Stock in accordance with Section 13.01 by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Company's and any Guarantor's Obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 13.01; provided that if the Company has made any payment of
principal of or interest on any Notes because of the reinstatement of its
Obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money, Government Securities or
Common Stock held by the Trustee or Paying Agent.

                                     -75-
<PAGE>

                                  ARTICLE 14.
                                  CONVERSION

Section 14.01. Mandatory Conversion.

     On the Conversion Date, all Notes then outstanding shall be converted into
shares of Common Stock pursuant to the provisions of this Article 14.

Section 14.02. Conversion Procedure; Conversion Rate; Fractional Shares.

     (a)  Each Note shall be convertible at the office of the Conversion Agent
into fully paid and nonassessable shares (calculated to the nearest 1/100th of a
share) of Common Stock. The number of shares of Common Stock which shall be
delivered upon conversion of each $1.00 in principal amount of Notes shall be
equal to (a) 270,275,706 shares of Common Stock, divided by (b) the aggregate
principal amount of such Notes (including Additional Notes) plus all accrued and
unpaid interest thereon.

     (b)  No fractional shares of Common Stock shall be issued upon conversion
of any Note or Notes. If more than one Note shall be surrendered for conversion
by the same Holder, the number of full shares of Common Stock which shall be
issuable upon conversion thereof shall be computed on the basis of the aggregate
principal amount of the Notes (or specified portions thereof) so surrendered.
Instead of any fractional shares of Common Stock, which would otherwise be
issuable upon conversion of any Note or Notes (or specified portions thereof),
the Company shall calculate and pay a cash adjustment in respect of such
fraction (calculated to the nearest 1/100th of a share) or such shares of Common
Stock in an amount equal to the number of shares of Common Stock (and any
fraction thereof) that would have been deliverable but for the provisions of
this clause (b), multiplied by the Closing Price Per Share of the Common Stock
on the last Trading Day prior to the Conversion Date.

     (c)  Each Holder shall, within five Business Days after the Conversion
Date, surrender such Holder's Note(s) duly endorsed or assigned to the Company
or in blank, at the office of the Conversion Agent (each, a "Place of
                                                             --------
Conversion"), and shall deliver to the Company a written notice substantially in
----------
the form set forth in the form of Note attached hereto as part of Exhibit A (or
such other notice as is acceptable to the Company) stating the principal amount
of Notes to be converted and the name or names (with addresses), if different
from that of the Holder, in which such Holder wishes the certificate or
certificates for Common Stock to be issued. If more than one Note shall be
surrendered for conversion at one time by the same Holder, the number of full
shares of Common Stock which shall be deliverable upon conversion thereof shall
be computed on the basis of the aggregate principal amount of the Notes (or
specified portions thereof to the extent permitted hereby) so surrendered.
Subject to the next succeeding sentence, the Company will, as soon as
practicable thereafter, issue and deliver at such office or place to such
Holder, or to such Holder's nominee or nominees hereunder, a certificate or
certificates for the number of full shares of Common Stock to which such Holder
shall be entitled as aforesaid, together with cash in lieu of any fraction of a
share to which such Holder would otherwise be entitled. The Company shall not be
required to deliver certificates for shares of Common Stock while the stock
transfer books for such stock or the register kept by the Registrar are duly
closed for any purpose, but certificates for shares of Common Stock shall be
issued and delivered as

                                     -76-
<PAGE>

soon as practicable after the opening of such books or the register kept by the
Registrar. A Note shall be deemed to have been converted immediately prior to
the close of business on the Conversion Date, and, at such time, the rights of
the Holder of such Note as Holder shall cease and the Person or Persons entitled
to receive the Common Stock issuable upon such conversion shall be treated for
all purposes as the record holder or holders of such Common Stock.

Section 14.03. Reserved.

Section 14.04. Reserved.

Section 14.05. Reserved.

Section 14.06. Reserved.

Section 14.07. Company To Reserve Stock: Registration; Listing.

     (a)  The Company shall prior to the Conversion Date reserve and make
available, free from preemptive rights, out of its authorized but unissued
shares of Common Stock (and/or treasury shares), for the purpose of effecting
the conversion of the Notes, such number of its duly authorized shares of Common
Stock as shall be sufficient to effect the conversion of all outstanding Notes
into such Common Stock at the Conversion Date (assuming that, at the time of the
computation of such number of shares or securities, all the Notes would be held
by a single Holder); provided, however, that nothing contained herein shall
preclude the Company from satisfying its obligations in respect of the
conversion of the Notes by delivery of purchased shares of Common Stock which
are held in the treasury of the Company. The Company shall prior to the
Conversion Date, in accordance with the laws of the State of Delaware, use its
best efforts to cause the authorized amount of the Common Stock to be increased
if the aggregate of the authorized amount of the Common Stock remaining unissued
and the issued shares of such Common Stock in its treasury (other than any such
shares reserved for issuance in any other connection) shall not be sufficient to
permit the conversion of all Notes.

     (b)  If any shares of Common Stock which would be issuable upon conversion
of Notes hereunder require registration with or approval of any governmental
authority before such shares or securities may be issued upon such conversion,
the Company will in good faith and as expeditiously as possible endeavor to
cause such shares or securities to be duly registered or approved, as the case
may be. The Company will endeavor to list the shares of Common Stock required to
be delivered upon conversion of the Notes prior to such delivery upon the
principal national or regional securities exchange, if any, upon which the
outstanding Common Stock is listed on the Nasdaq National Market, if applicable,
at the time of such delivery.

Section 14.08. Taxes on Conversion.

     Except as provided in the next sentence, the Company shall pay any and all
documentary, stamp or similar issue or transfer taxes and duties that may be
payable in respect of the issue or delivery of shares of Common Stock on
conversion of Notes pursuant hereto. The Company shall not, however, be required
to pay any such tax or duty which may be payable in respect of any transfer
involved in the issue or delivery of shares of Common Stock in a name other than
that in which the Notes so converted were registered, and no such issue or
delivery shall be made

                                     -77-
<PAGE>

unless and until the Person requesting such issue has paid to the Company the
amount of such tax or duty, or has established to the satisfaction of the
Company that such tax or duty has been paid.

Section 14.09. Covenant as to Common Stock.

     The Company agrees that all shares of Common Stock which may be issued and
delivered upon conversion of the Notes will, upon issuance, have been duly
authorized and validly issued and will be fully paid and nonassessable and,
except as provided in Section 14.08, the Company will pay all taxes, liens and
charges with respect to the issue thereof.

Section 14.10. Company Determination Final.

     Any determination that the Company or the Board of Directors of the Company
must make pursuant to this Article is conclusive.

Section 14.11. Trustee's Disclaimer.

     The Trustee has no duty to determine when an adjustment under this Article
should be made, how it should be made or what it should be. The Trustee makes no
representation as to the validity or value of any securities or assets issued
upon conversion of Notes. The Trustee shall not be responsible for the Company's
failure to comply with this Article. Each Conversion Agent other than the
Company shall have the same protection under this Section as the Trustee.

Section 14.12. Cancellation of Converted Notes.

     All Notes delivered for conversion shall be delivered to the Trustee or
its agent to be cancelled by or at the direction of the Trustee, which shall
dispose of the same in accordance with Section 2.11.

                                  ARTICLE 15.
                         MEETINGS OF HOLDERS OF NOTES

Section 15.01. Purposes for Which Meetings May Be Called.

     A meeting of Holders may be called at any time and from time to time
pursuant to the provisions of this Article to make, give or take any request,
demand, authorization, direction, notice, consent, waiver or other action
provided by this Indenture to be made, given or taken by Holders.

Section 15.02. Manner of Calling Meetings.

     The Trustee may at any time call a meeting of Holders to take any action
specified in Section 15.01, to be held at such time and at such place in the
City of New York, New York as the Trustee shall determine. Notice of every
meeting of Holders, setting forth the time and place of such meeting and in
general terms the action proposed to be taken at such meeting, shall be given in
the manner provided for in Section 16.02 not less than 20 nor more than 60 days
prior to the date fixed for the meeting.

                                     -78-
<PAGE>

Section 15.03. Call of Meeting by the Company or the Holders.

     In case at any time the Company pursuant to a Board Resolution or the
Holders of not less than 25% in aggregate principal amount of the outstanding
Notes shall have requested the Trustee to call a meeting of Holders to take any
action authorized in Section 15.01 by written request setting forth in
reasonable detail the action proposed to be taken at the meeting, and the
Trustee shall not have mailed notice of such meeting within 20 days after
receipt of such request, or shall not thereafter proceed to cause the meeting to
be held as provided herein, then the Company or such Holders in the amount above
specified, as the case may be, may determine the time and place in the City of
New York, New York for such meeting and may call such meeting to take any action
authorized in Section 15.01, by mailing (and publishing, if required) notice
thereof as provided in Section 15.02.

Section 15.04. Who May Attend and Vote at Meetings.

     To be entitled to vote at any meeting of Holders, a Person shall be:

     (a)  a Holder of one or more Notes, or

     (b)  a Person appointed by an instrument in writing as proxy by the Holder
or Holders of one or more Notes.

     The only Persons who shall be entitled to be present or to speak at any
meeting of Holders shall be the Persons entitled to vote at such meeting and
their counsel and any representatives of the Trustee and its counsel and any
representatives of the Company and its counsel.

Section 15.05. Quorum; Action.

     The Persons entitled to vote a majority in principal amount of the
outstanding Securities shall constitute a quorum for a meeting of Holders;
provided, however, that, if any action is to be taken at such meeting with
respect to a consent or waiver which this Indenture expressly provides may be
given by the Holders of not less than a specified percentage in principal amount
of the outstanding Securities, the Persons entitled to vote such specified
percentage in principal amount of the outstanding Securities shall constitute a
quorum. In the absence of a quorum within 30 minutes of the time appointed for
any such meeting, the meeting shall, if convened at the request of the Holders,
be dissolved. In any other case the meeting may be adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such meeting. In the absence of a quorum at any such adjourned
meeting, such adjourned meeting may be further adjourned for a period of not
less than 10 days as determined by the chairman of the meeting prior to the
adjournment of such adjourned meeting. Notice of the reconvening of any
adjourned meeting shall be given as provided in Section 15.02, except that such
notice need be given only once not less than five days prior to the date on
which the meeting is scheduled to be reconvened. Notice of the reconvening of
any adjourned meeting shall state expressly the percentage, as provided above,
of the principal amount of the outstanding Securities which shall constitute a
quorum.

                                     -79-
<PAGE>

     Except as limited by the proviso to Section 9.02, any resolution presented
to a meeting or adjourned meeting duly reconvened at which a quorum is present
as aforesaid may be adopted by the affirmative vote of the Holders of not less
than a majority in principal amount of the outstanding Securities; provided,
however, that, except as limited by the proviso to Section 9.02, any resolution
with respect to any request, demand, authorization, direction, notice, consent,
waiver or other action which this Indenture expressly provides may be made,
given or taken by the Holders of a specified percentage, which is less than a
majority, in principal amount of the outstanding Securities of a series may be
adopted at a meeting or an adjourned meeting duly reconvened and at which a
quorum is present as aforesaid by the affirmative vote of the Holders of not
less than such specified percentage in principal amount of the outstanding
Securities.

     Any resolution passed or decision taken at any meeting of Holders duly held
in accordance with this Section shall be binding on all the Holders and the
related coupons, whether or not such Holders were present or represented at the
meeting.

     Notwithstanding the foregoing provisions of this Section 15.05, if any
action is to be taken at a meeting of Holders with respect to any request,
demand, authorization, direction, notice, consent, waiver or other action that
this Indenture expressly provides may be made, given or taken by the Holders of
a specified percentage in principal amount of all outstanding Securities
affected thereby:

          (i)  there shall be no minimum quorum requirement for such meeting;
     and

          (ii) the principal amount of the outstanding Securities that vote in
     favor of such request, demand, authorization, direction, notice, consent,
     waiver or other action shall be taken into account in determining whether
     such request, demand, authorization, direction, notice, consent, waiver or
     other action has been made, given or taken under this Indenture.

Section 15.06. Regulations May Be Made by Trustee; Conduct of the Meeting;
Voting Rights - Adjournment.

     Notwithstanding any other provisions of this Indenture, the Trustee may
make such reasonable regulations as it may deem advisable for any meeting of
Holders, in regard to proof of the holding of Notes and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the
submission and examination of proxies, certificates and other evidence of the
right to vote, and such other matters concerning the conduct of the meeting as
it shall deem appropriate. Except as otherwise permitted or required by any such
regulations, the holding of Notes shall be proved by the register kept by the
Registrar and the appointment of any proxy shall be proved in the manner
specified in Section 16.04; provided, however, that such regulations may provide
that written instruments appointing proxies regular on their face, may be
presumed valid and genuine without the proof herein above or in said Section
16.04 specified. The Trustee shall, by an instrument in writing, appoint a
temporary chairman of the meeting, unless the meeting shall have been called by
the Company or by Holders as provided in Section 15.03, in which case the
Company or the Holders calling the meeting, as the case may be, shall in like
manner appoint a temporary chairman. A permanent chairman and a permanent
secretary of the meeting shall be elected by majority vote of the meeting.

                                     -80-
<PAGE>

     At any meeting each Holder or proxy shall be entitled to one vote for each
$1,000 principal amount of Notes held or represented by such Holder; provided,
however, that no vote shall be cast or counted at any meeting in respect of any
Note challenged as not outstanding and ruled by the chairman of the meeting to
be not outstanding. The chairman of the meeting shall have no right to vote,
except as a Holder or proxy. Any meeting of Holders duly called pursuant to the
provisions of Section 15.02 or 15.03 may be adjourned from time to time, and the
meeting may be held so adjourned without further notice. At any meeting of
Holders, the presence of Persons holding or representing Notes in principal
amount sufficient to take action on the business for the transaction of which
such meeting was called shall constitute a quorum, but, if less than a quorum is
present, the Persons holding or representing a majority in principal amount of
the Notes represented at the meeting may adjourn such meeting with the same
effect for all intents and purposes, as though a quorum had been present.

Section 15.07. Manner of Voting at Meetings and Record to Be Kept.

     The vote upon any resolution submitted to any meeting of Holders shall be
by written ballots on which shall be subscribed the signatures of the Holders or
of their representatives by proxy and the principal amount or amounts of the
Notes held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting
for or against any resolution and who shall make and file with the secretary of
the meeting their verified written reports in duplicate of all votes cast at the
meeting. A record in duplicate of the proceedings of each meeting of Holders
shall be prepared by the secretary of the meeting and there shall be attached to
said record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more Persons having knowledge of
the facts setting forth a copy of the notice of the meeting and showing that
said notice was mailed as provided in Section 15.02. The record shall show the
principal amount or principal amounts of the Notes voting in favor of or against
any resolution. The record shall be signed and verified by the affidavits of the
permanent chairman and secretary of the meeting and one copy thereof shall be
delivered to the Company and the other to the Trustee to be preserved by the
Trustee. Any record so signed and verified shall be conclusive evidence of the
matters therein stated.

Section 15.08. Exercise of Rights of Trustee and Holders Not to Be Hindered or
Delayed.

     Nothing contained in this Article 15 shall be deemed or construed to
authorize or permit, by reason of any call of a meeting of Holders or any rights
expressly or impliedly conferred hereunder to make such call, any hindrances or
delay in the exercise of any right or rights conferred upon or reserved to the
Trustee or to the Holders under any of the provisions of this Indenture or of
the Notes.

                                  ARTICLE 16.
                                 MISCELLANEOUS

Section 16.01. Trust Indenture Act Controls.

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

                                     -81-
<PAGE>

Section 16.02. Notices.

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

     If to the Company and/or any Guarantor:

                         Aviation Sales Company
                         623 Radar Road
                         Greensboro, NC 27410
                         Telecopier No.: (336) 664-0339
                         Attention: Roy T. Rimmer, Jr., Chairman

     With a copy to:

                         Akerman, Senterfitt & Edison, P.A.
                         SunTrust International Center, 28th Floor
                         One Southeast Third Avenue
                         Miami, FL 33131
                         Telecopier No.: (305) 374-5095
                         Attention: Philip B. Schwartz

     If to the Trustee:

                         HSBC Bank USA
                         452 Fifth Avenue, New York, New York 10018
                         Telecopier No.: (212) 525-1300
                         Attention: Issuer Services

     With a copy to:

                         Pryor Cashman Sherman & Flynn LLP
                         410 Park Avenue, New York, New York 10022
                         Telecopier No. (212) 326-0806
                         Attention: Ronald T. Sarubbi, Esq.

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

     All notices and communications (other than those sent to Holders) shall be
deemed to have been duly given: at the time delivered by hand, if personally
delivered; five Business Days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt acknowledged,
if telecopied; and the next Business Day after timely delivery to the courier,
if sent by overnight air courier guaranteeing next day delivery.

                                     -82-
<PAGE>

     Any notice or communication to a Holder shall be mailed by first class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in TIA Section 313(c), to the extent required by the TIA.
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders.

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

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

Section 16.03. Communication by Holders with Other Holders.

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

Section 16.04. Acts of Holders.

     (a)  Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Holders may
be embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such Holders in person or by agents duly appointed in writing;
and, except as herein otherwise expressly provided, such action shall become
effective when such instrument or instruments are delivered to the Trustee and,
where it is hereby expressly required, to the Company. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Holders signing such instrument or
instruments. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 7.01) conclusive in favor of the Trustee and the
Company, if made in the manner provided in this Section.

     (b)  The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary pubic or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Trustee deems sufficient.

     (c)  The ownership, principal amount and serial numbers of Notes, and the
dates of commencement and termination of holding of same, shall be proved by the
register kept by the Registrar.

     (d)  Any request, demand, authorization, direction, notice, consent, waiver
or other Act of the Holder of any Note shall bind every future Holder of the
same Note and the Holder of

                                     -83-
<PAGE>

every Note issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to
be done by the Trustee or the Company in reliance thereon, whether or not
notation of such action is made upon such Note.

     (e)  If the Company shall solicit from the Holders any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may,
at its option, by or pursuant to a Board Resolution, fix in advance a record
date for the determination of Holders entitled to give such request, demand,
authorization, direction, notice, consent, waiver or other Act, but the Company
shall have no obligation to do so. If such a record date is fixed, such request,
demand, authorization, direction, notice, consent, waiver or other Act may be
given before or after such record date, but only the Holders of record at the
close of business on such record date shall be deemed to be Holders for the
purposes of determining whether Holders of the requisite proportion of
outstanding Notes have authorized or agreed or consented to such request,
demand, authorization, direction, notice, consent, waiver or other Act, and for
that purpose the outstanding Notes shall be computed as of such record date;
provided that no such authorization, agreement or consent by the Holders on such
record date shall be deemed effective unless it shall be effective pursuant to
the provisions of this Indenture not later than nine months after the record
date.

Section 16.05. Certificate and Opinion as to Conditions Precedent.

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

     (a)  an Officer's Certificate in form and substance reasonably satisfactory
to the Trustee (which shall include the statements set forth in Section 16.06)
stating that, in the opinion of the signer, all conditions precedent and
covenants, if any, provided for in this Indenture relating to the proposed
action have been satisfied; and

     (b)  an Opinion of Counsel in form and substance reasonably satisfactory to
the Trustee (which shall include the statements set forth in Section 16.06)
stating that, in the opinion of such counsel, all such conditions precedent and
covenants have been satisfied.

Section 16.06. Statements Required in Certificate or Opinion.

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

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

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

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

                                     -84-
<PAGE>

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

Section 16.07. Rules by Trustee and Agents.

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

Section 16.08. Anti-Dilution

     (a) In case the Company shall at any time after the date of this Agreement
(i) declare a dividend on the outstanding Common Stock in shares of its capital
stock, (ii) subdivide the outstanding Common Stock, (iii) combine the
outstanding Common Stock into a smaller number of shares, (iv) issue any shares
of its capital stock by reclassification of the Common Stock (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing corporation), (v) issue rights, options, or warrants
to all holders of its Common Stock generally entitling them to subscribe for or
purchase Common Stock (or securities convertible into or exchangeable for Common
Stock) at a price per share (or having a conversion price per share, if a
security convertible into or exchangeable for Common Stock) less than the
"current market price" (as defined in Section 16.08(b) hereof) per share of
Common Stock on the record date established for the issuance of such rights,
options or warrants, or (vi) distribute to all holders of Common Stock generally
(including any such distribution made to the stockholders of the Company in
connection with a consolidation or merger in which the Company is the continuing
corporation) evidences of its indebtedness or assets (other than cash dividends
distributions and dividends payable in shares of Common Stock), subscription
rights, options, or warrants or convertible or exchangeable securities
containing the right to subscribe for or purchase shares of Common Stock, then,
in each case, the number and kind of shares of Common Stock receivable pursuant
to Sections 3.07, 3.09, 4.10, 4.15 and 14.02 hereof ("Affected Provisions"), in
effect at the time of the record date for such dividend or of the effective date
of such subdivision, combination, or reclassification shall be proportionately
adjusted. Such adjustment shall be made successively whenever any event listed
above shall occur.

     (b) For the purpose of any computation under Sections 16.08(a) hereof, the
"current market price" per share of Common Stock on any date shall be deemed to
be the average of the daily closing prices for the 20 consecutive trading days
ending three (3) days prior to such date. The closing price for each day shall
be the last reported sales price regular way or, in case no such reported sale
takes place on such day, the closing bid price regular way, in either case on
the principal national or regional securities exchange on which the Common Stock
is listed or admitted to trading or, if the Common Stock is not listed or
admitted to trading on any national or regional securities exchange, the highest
reported bid price as furnished by the Nasdaq National Market. If on any such
date the Common Stock is not quoted on the Nasdaq National Market or any such
organization, the closing price shall be deemed to be the average of the closing
bid and asked prices in the over-the-counter market as reported on the Bulletin
Board maintained by the National Association of Securities Dealers, Inc., or if
no such quotation is available as reported by the National Quotation Bureau, or
if no such quotation is available, the

                                     -85-
<PAGE>

fair value of the Common Stock on such date, as determined in good faith by the
board of directors of the Company, whose determination shall be conclusive
absent manifest error.

     (c) All calculations under this Section 16.08 shall be made to the nearest
one-thousandth of a share, as the case may be. The Trustee shall not be
obligated to recalculate, recompute or reconfirm any such calculations.

     (d) In case of any capital reorganization of the Company, or of any
reclassification of the Common Stock, or, subject to the provisions of Section
4.15 and Article 5 hereof, in the case of the consolidation of the Company with
or the merger of the Company into any other corporation or of the sale,
transfer, or lease of the properties and assets of the Company as, or
substantially as, an entirety to any other corporation or other entity, each
Affected Provision shall, after such capital reorganization, reclassification of
Common Stock, consolidation, merger, sale, transfer, or lease, operate to
entitle each Holder to receive, on the same terms and conditions specified
therein, the number of shares of stock or other securities, assets, or cash to
which a holder of the number of shares receivable (at the time of such capital
reorganization, reclassification of Common Stock, consolidation, merger, sale,
transfer, or lease) upon operation of such Affected Provision would have been
entitled upon such capital reorganization, reclassification of Common Stock,
consolidation, merger, sale, transfer, or lease; and in any such case, if
necessary, the provisions set forth in this Section 16.08 with respect to the
rights and interests thereafter of the holders of the Notes shall be
appropriately adjusted so as to be applicable, as nearly as may reasonably be,
to any shares of stock, other securities, assets or cash thereafter deliverable
pursuant to the Affected Provisions. The subdivision or combination of shares of
Common Stock at any time outstanding into a greater or lesser number of shares
shall not be deemed to be a reclassification of the Common Stock for the
purposes of this subsection. The Company shall not effect any such
consolidation, merger, transfer, or lease, unless prior to or simultaneously
with the consummation thereof, the successor corporation (if other than the
Company) resulting from such consolidation or merger or the Corporation
purchasing, receiving, or leasing such assets or other appropriate corporation
or entity shall expressly assume, by written instrument, the obligation to
deliver to the holder of each Note such shares of stock, other securities,
assets or cash as, in accordance with the foregoing provisions, such Noteholders
may be entitled to receive and to perform the other obligations of the Company
under this Agreement.

Section 16.09. No Personal Liability of Directors, Officers, Employees and
Stockholders.

     No past, present or future director, officer, employee, incorporator or
shareholder of the Company or any Guarantor, as such, shall have any liability
for any obligations of the Company or the Guarantors under the Notes, this
Indenture, the Subsidiary Guarantees or for any claim based on, in respect of,
or by reason of, such obligations or their creation. Each Holder by accepting a
Note waives and releases all such liability. The waiver and release are part of
the consideration for issuance of the Notes. Section 16.10. Governing Law.

     THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO
CONSTRUE THIS INDENTURE, THE NOTES AND THE SUBSIDIARY GUARANTEES WITHOUT GIVING
EFFECT TO APPLICABLE PRINCIPLES OF

                                     -86-
<PAGE>

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

Section 16.11. No Adverse Interpretation of Other Agreements.

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

Section 16.12. Successors.

     All agreements of the Company in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 11.05.

Section 16.13. Severability.

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

Section 16.14. Counterpart Originals.

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

Section 16.15. Table of Contents, Headings, etc.

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

                        [SIGNATURES ON FOLLOWING PAGE]

                                     -87-
<PAGE>

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


                                            AVIATION SALES COMPANY


                                            By:   ______________________________
                                            Name:
                                            Title:



                                            HSBC BANK USA, as Trustee


                                            By:   ______________________________
                                            Name:
                                            Title:

                                     -88-
<PAGE>

                                   EXHIBIT A

          8.00% Senior Subordinated Convertible PIK Notes due , 2006

                                                               CUSIP ___________

No.  _________                                                       $_________

         AVIATION SALES COMPANY promises to pay to ____________________ or
registered assigns, the principal sum of __________________________________
Dollars on _____________, 2006.

         Interest Payment Dates: [      ] and [      ]

         Record Dates: [        ] and [         ]

Dated: _________


                                    AVIATION SALES COMPANY



                                    By: ________________________________________
                                        Name:
                                        Title:




This is one of the Notes referred to

in the within-mentioned Indenture:



HSBC BANK USA, as Trustee





By: ___________________________

    Authorized Officer

                                  Exhibit A-1
<PAGE>

                            AVIATION SALES COMPANY
   8.00% Senior Subordinated Convertible PIK Notes due [____________], 2006

[If this is a Global Note, include the following legend pursuant to the
provisions of the Indenture:

THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 9.05 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED
ARTICLE 2 OR IN WHOLE ONLY PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, AND MAY
BE EXCHANGED OR REPLACED IN WHOLE OR IN PART AS PROVIDED IN SECTIONS 2.07 AND
2.10 OF THE INDENTURE (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (4) THIS GLOBAL NOTE
MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
AVIATION SALES COMPANY. TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.06 OF
THE INDENTURE.

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

     1. INTEREST. Aviation Sales Company, a Delaware corporation (the
"Company"), promises to pay interest on the principal amount of this Note at
8.00% per annum, payable in cash or Additional Notes from the date hereof until
maturity. The Company will pay interest semi-annually in arrears on [__________]
and [__________] of each year, or if any such day is not Business Day, on the
next succeeding Business Day (each an "Interest Payment Date"). Interest on the
Notes will accrue from the most recent date on which interest has been paid or,
if no interest has been paid, from the date of issuance; provided that if this
Note is authenticated between a record date referred to in Paragraph 2 and the
next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be [_________], 2002. Notwithstanding the foregoing, with
respect to any installment of interest on this Note, if the Company does not pay
any portion of such installment of interest in cash, the Company shall
automatically have been deemed to have paid the balance of such installment in
kind, and Additional Notes shall automatically be deemed to have been issued to
each such Holder of record in an aggregate principal amount equal to the amount
of interest due to such Holder on the applicable Interest Payment Date and not
paid in cash. The Company shall thereafter promptly cause to be executed and
authenticated such Additional Notes and as set forth in Section 2.02 of the
Indenture and deliver such Additional Notes to the Persons entitled thereto (or
to the Trustee or the authenticating agent in custody for such Persons). To the
extent any Redemption Consideration is not paid subsequent
to demand therefore subsequent to the existence and continuance of an Event of
Default hereunder, the Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on the past due Redemption
Consideration from time to time on demand at a rate that is 1% per annum in
excess of the

                                  Exhibit A-2
<PAGE>

interest rate stated in the first sentence of this paragraph, to the extent
lawful. Additional Notes issued in accordance with the terms hereof shall not
constitute unpaid amounts hereunder. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

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

     3. PAYING AGENT, CONVERSION AGENT AND REGISTRAR. Initially HSBC Bank USA,
the Trustee under the Indenture, will act as Paying Agent, Conversion Agent and
Registrar. The Company may change any Paying Agent, Conversion Agent or
Registrar without notice to any Holders. The Company or any of its Subsidiaries
may act in any such capacity.

     4. INDENTURE. The Company issued the Notes under an Indenture dated
[_________], 2001 ("Indenture") between the Company, the Guarantors listed on
Schedule I thereto and the Trustee. The terms of the Notes include those stated
in the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Notes are subject to all such terms, and Holders are referred to the Indenture
and the TIA for a statement of such terms. To the extent any provision of this
Note conflicts with the express provisions of the Indenture, the provisions of
the Indenture shall govern and be controlling. The Notes are unsecured
obligations of the Company limited to $100,000,000 aggregate principal amount
plus the aggregate principal amount of any Additional Notes issued in accordance
with Section 1 hereof in lieu of cash interest payments.

     5. OPTIONAL REDEMPTION. Subject to the provisions of the Indenture, the
Note may be redeemed, at the Company's option, in whole or in part, upon not
less than 30 nor more than 60 days' notice, at any time and from time to time on
and after January 1, 2002, for an amount of redemption consideration which shall
be equal to (a) a cash component expressed as the percentage (set forth below)
of (i) the principal amount of all of the Notes (including Additional Notes)
being redeemed plus (ii) the accrued and unpaid interest thereon (through the
Redemption Date) and (b) a Common Stock component comprised of a number of
shares of Common Stock expressed as the product of (x) the quotient obtained by
dividing (1) the principal amount of Notes (including Additional Notes) to be
redeemed plus accrued and unpaid interest thereon as of the Redemption Date by
(2) the total aggregate principal amount of all outstanding Notes (including
Additional Notes) issued by the Company plus all accrued and unpaid interest
thereon, times (y) the number of shares of Common Stock set forth below minus

                                  Exhibit A-3
<PAGE>

the number of shares of Common Stock previously issued pursuant to Sections
3.07, 3.09, 4.10 and 4.15 of the Indenture.

<TABLE>
<CAPTION>
                                            Amount of Cash as Percentage of       Initial Number of Shares
                                               Principal Amount of Notes               of Common Stock
                                              (including Additional Notes)         Available to be Issued
        If Redeemed At Any Time During      and accrued and unpaid interest        Ratably to all Holders
              the Following Years                to the Redemption Date                   of Notes
        --------------------------------    ---------------------------------     --------------------------
        <S>                                 <C>                                   <C>
                     2002                               70.000%                           4,504,595

                     2003                               72.500%                           4,504,595

                     2004                               73.000%                           3,003,063

                     2005                               75.625%                           3,003,063

            2006 prior to maturity                      77.500%                           3,003,063
</TABLE>

     Payments due with respect to the Notes on or prior to the Redemption Date
will be payable to the Holders of record at the close of business on the
relevant record date specified in Paragraph 2, all as provided in the Indenture.

     Except pursuant to the preceding paragraphs, the Notes will not be
redeemable at the Company's option prior to maturity.

     6. MANDATORY REDEMPTION. Except as set forth in Paragraphs 8 and 14 below,
the Company shall not be required to make mandatory redemption payments, sinking
fund payments or repurchase payments with respect to the Notes.

     7. CONVERSION. Subject to the provisions of the Indenture, this Note will
convert on the Conversion Date into fully paid and nonassessable shares
(calculated to the nearest 1/100th of a share) of Common Stock. Subject to the
provisions of the Indenture, the number of shares of Common Stock which shall be
delivered upon conversion of each $1.00 in principal amount of Notes shall be
equal to (a) 270,275,706 shares of Common Stock, divided by (b) the aggregate
principal amount of all outstanding Notes (including Additional Notes) plus all
accrued and unpaid interest thereon. Within five Business Days after the
Conversion Date, the Holder hereof shall surrender this Note, duly endorsed or
assigned to the Company or in blank at the Place of Conversion, and accompanied
a written notice substantially in the form set forth herein duly executed, to
the Company. The Company shall, as soon as practicable thereafter, issue and
deliver at the Place of Conversion to the Holder the a certificate or
certificates for the full number of shares of Common Stock (together with any
cash adjustment, as provided in the Indenture) into which this Note is
convertible and such delivery will be deemed to satisfy the

                                  Exhibit A-4
<PAGE>

Company's obligation to pay the principal amount of this Note. No fractional
shares of Common Stock will be issued on conversion, but instead of any
fractional interest (calculated to the nearest 1/100th of a share) the Company
will pay a cash adjustment as provided in the Indenture.

     8.  REPURCHASE AT OPTION OF HOLDER. (a)Upon the occurrence of a Change of
Control, the Company shall make an offer (a "Change of Control Offer") to each
Holder to repurchase all or any part of each Holder's Notes at a purchase price
equal to the amount of cash and Common Stock payable by the Company pursuant to
Section 3.07 of the Indenture as if such Notes were being redeemed by the
Company on the date of the Change of Control (the "Change of Control Payment").
Within 10 days following any Change of Control, the Company shall mail a notice
to each Holder as required by the Indenture.

     (b) When the aggregate amount of Excess Proceeds from an Asset Sale exceeds
$10.0 million, the Company shall be required to make an offer to all Holders of
Notes and all holders of pari passu Indebtedness containing provisions similar
to those set forth in the Indenture with respect to offers to purchase or redeem
with the proceeds of sales of assets (an "Asset Sale Offer") to purchase a
principal amount of Notes and such other Indebtedness equal to the amount of
such Excess Proceeds, at a purchase price equal to the amount in cash and Common
Stock payable by the Company pursuant to Section 3.07 of the Indenture as if
such Notes were being redeemed by the Company on the date of the applicable
Asset Sale in accordance with the procedures set forth in the Indenture and in
the documentation with respect to such other Indebtedness. To the extent that
any Excess Proceeds remain after consummation of an Asset Sale Offer (including
that part of the Excess Proceeds corresponding to the portion of the purchase
price payable in Common Stock under such Asset Sale Offer), the Company may use
such Excess Proceeds for any purpose not otherwise prohibited by the Indenture.
If the aggregate principal amount of Notes and such other Indebtedness tendered
into such Asset Sale Offer surrendered by Holders thereof exceeds the amount of
Excess Proceeds allocable to the repurchase of the Notes (in relation to any
other pari passu Indebtedness containing provisions similar to the provisions of
Section 3.09 hereof), the Trustee shall select the Notes and such other
Indebtedness to be purchased on a pro rata basis. Upon completion of such offer
to purchase, the amount of Excess Proceeds shall be reset at zero. Holders of
Notes that receive an Asset Sale Offer may elect to have such Notes purchased by
completing the form entitled "Option of Holder to Elect Purchase" on the reverse
of the Notes.

     9.  NOTICE OF REDEMPTION. Notice of redemption will be given in accordance
with the Indenture at least 30 days but not more than 60 days before the
Redemption Date to each Holder whose Notes are to be redeemed in accordance with
the Indenture. Notes (excluding Additional Notes) in denominations of $1,000 or
whole multiples of $1,000 may be redeemed in part but only in whole multiple of
$1,000, unless all of the Notes held by a Holder are to be redeemed. Any portion
of any Additional Note may be redeemed in whole or in part. On and after the
Redemption Date (assuming the Company has made the payment due upon redemption),
interest ceases to accrue on Notes or portions thereof called for redemption.

     10. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000,
except that Additional Notes may be issued in other denominations. The transfer
of Notes may be registered and Notes may be exchanged as provided in the
Indenture. The Registrar and the Trustee may

                                  Exhibit A-5
<PAGE>

require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any transfer
taxes or similar governmental charges required by law or permitted by the
Indenture. The Company need not exchange or register the transfer of any Note or
portion of a Note selected for redemption, except for the unredeemed portion of
any Note being redeemed in part. Also, the Company need not (a) issue, exchange
or register the transfer of any Notes during a period beginning at the opening
of business 15 days before the day of any selection of Notes to be redeemed and
ending at the close of business on the day of selection or (b) exchange or
register the transfer of any Notes during the period between a record date and
the next succeeding Interest Payment Date.

     11. PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated
as its owner for all purposes.

     12. AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the
Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented
with the consent of the Holders of at least a majority in aggregate principal
amount of the then outstanding Notes, and any existing Default or Event of
Default in compliance with any provision of the Indenture, the Subsidiary
Guarantees or the Notes may be waived with the consent of the Holders of a
majority in aggregate principal amount of the then outstanding Notes. Without
the consent of any Holder, the Indenture, the Subsidiary Guarantees or the Notes
may be amended or supplemented to (i) cure any ambiguity, defect, mistake or
inconsistency, (ii) provide for uncertificated Notes in addition to or in place
of certificated Notes or to alter the provisions of Article 2 of the Indenture
(including the related definitions) in a manner that does not materially
adversely affect any Holder, (iii) provide for the assumption of the Company's
or Guarantors' obligations to Holders in the case of a merger or consolidation,
or a sale of all or substantially all of the Company's assets, (iv) make any
change that would provide any additional rights or benefits to the Holders or
that does not adversely affect the legal rights hereunder of any such Holder,
(v) comply with requirements of the SEC in order to effect or maintain the
qualification of the Indenture under the TIA, or (vi) allow any Guarantor to
execute a supplemental indenture to the Indenture in respect of a Subsidiary
Guarantee.

     13. DISCHARGE, LEGAL DEFEASANCE AND COVENANT DEFEASANCE. This Note is
subject to legal defeasance and covenant defeasance, and the Indenture is
subject to discharge, all as described in the Indenture.

     14. EVENTS OF DEFAULT. Events of Default include: (i) failure to pay
principal of, on the Notes when due (whether nor not prohibited by Article 10 or
Article 12) of the Indenture; (ii) failure to pay interest on the Notes when
due, if such failure continues for a period of 30 days (whether or not
prohibited by Article 10 or Article 12 of the Indenture); or to the extent
interest is deemed paid in Additional Notes, failure to issue and deliver such
Additional Notes within 30 days after such interest is deemed paid; (iii)
failure by the Company or any of its Subsidiaries to comply with Sections 4.07,
4.09, 4.10 and 4.15 of the Indenture; (iv) failure by the Company or any of its
Subsidiaries for 60 days after written notice from the Trustee or the Holders of
at least 25% in aggregate principal amount of outstanding Notes to comply with
any of the other agreements in the Indenture or the Notes; (v) failure by the
Company or any of its Subsidiaries to pay when due the principal of, or interest
on (prior to the expiration of any applicable grace period), or acceleration of,
any debt for money borrowed by the Company or any of its Subsidiaries that is,

                                  Exhibit A-6
<PAGE>

in the aggregate, equal to or greater than $10 million; (vi) failure by the
Company or any of its Subsidiaries to pay final judgments (including foreign
judgments only to the extent enforcement thereof is sought in the United States
or in any foreign jurisdiction where the Company owns assets of $10.0 million or
more) aggregating in excess of $10.0 million, which judgments are not paid,
discharged or stayed for a period of 60 days; (vii) certain events of bankruptcy
or insolvency with respect to the Company or any of its Significant Subsidiaries
described in the Indenture; and (viii) except as permitted by the Indenture, any
Subsidiary Guarantee shall be held in any judicial proceeding to be
unenforceable or invalid or shall cease for any reason to be in full force and
effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall
deny or disaffirm its obligations under its Subsidiary Guarantee.

         If any Event of Default occurs and is continuing, the Trustee or the
Holders of at least 25% in principal amount of the then outstanding Notes may
declare all outstanding Notes to be due and payable immediately. Notwithstanding
the foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency described in the Indenture, an acceleration shall
automatically be deemed to occur as to all outstanding Notes without further
action or notice. Holders of the Notes may not enforce the Indenture or the
Notes except as provided in the Indenture. Subject to certain limitations,
Holders of a majority in principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of
Default (except a Default or Event of Default relating to the payment of
principal or interest) if it determines that withholding notice is in their
interest.

         The Holders of a majority in aggregate principal amount of the Notes
then outstanding, by notice to the Trustee, may, on behalf of the Holders of all
of the Notes, waive any existing Default or Event of Default and its
consequences under the Indenture, except a continuing Default or Event of
Default in the payment of principal of, or interest on the Notes (including in
connection with an offer to purchase as required by the terms of the Indenture);
provided however, that Holders of a majority in aggregate principal amount of
the then outstanding Notes may rescind an acceleration and its consequences,
including any related payment default that resulted from such acceleration. Upon
any such waiver, such Default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been cured for every purpose of the
Indenture; but no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereon. The Company is required to deliver to the
Trustee annually a statement regarding compliance with the Indenture, and the
Company is required upon becoming aware of any Default or Event of Default, to
deliver to the Trustee a statement specifying such Default or Event of Default.

         15.   PARTIAL REDEMPTION, REPURCHASE OR CONVERSION. In the event of a
redemption, repurchase or conversion of this Note in part only, a new Note or
Notes in the principal amount equal to the unredeemed, unrepurchased or
unconverted portion hereof will be issued in the name of the Holder hereof upon
cancellation hereof.

         16.   TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or
any other capacity, may make loans to, accept deposits from, and perform
services for the Company

                                  Exhibit A-7
<PAGE>

or its Affiliates, and may otherwise deal with the Company or its Affiliates, as
if it were not the Trustee.

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

         18.   AUTHENTICATION. This Note shall not be valid until authenticated
by the manual signature of the Trustee or an authenticating agent appointed in
accordance with the Indenture.

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

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

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

                            Aviation Sales Company
                            623 Radar Road
                            Greensboro, N.C. 27410
                            Telecopier No.: (336) 664-0339
                            Attention: Chairman

                                  Exhibit A-8
<PAGE>

                                ASSIGNMENT FORM

To assign this Note, fill in the form below:

     (I) or (we) assign and transfer this Note to:
                                                    ____________________________
                                                    (Insert assignee's legal
                                                    name)


________________________________________________________________________________

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

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

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


and irrevocably appoint ________________________________________________________

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

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

Signature Guarantee*: _____________________



* Eligible Guarantor Institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934.

                                  Exhibit A-9
<PAGE>

                               CONVERSION NOTICE

         The undersigned Holder of this Note hereby delivers this Note for
conversion into shares of Common Stock in accordance with the terms of the
Indenture referred to in this Note, and directs that such shares, together with
a check in payment for any fractional share and any Notes representing any
unconverted principal amount hereof, be delivered to and be registered in the
name of the undersigned unless a different name has been indicated below. If
shares of Common Stock or Notes are to be registered in the name of a Person
other than the undersigned, (a) the undersigned will pay all applicable transfer
taxes payable with respect thereto and (b) signature(s) must be guaranteed by an
Eligible Guarantor Institution with membership in an approved signature
guarantee program pursuant to Rule 17Ad-15 under the Securities Exchange Act of
1934.

Dated: _________________

                                  ______________________________________________
                                  Signature(s)*

                                           Signature(s) must be guaranteed by an
                                           Eligible Guarantor Institution with
                                           membership in an approved signature
                                           guarantee program pursuant to Rule
                                           17Ad-15 under the Securities Exchange
                                           Act of 1934.

                                  ______________________________________________
                                  Signature Guaranteed



If shares or Notes are to be registered in the name of a Person other than the
Holder, please print such Person's name and address:

         Name:    ________________________________________

         Address: ________________________________________

                  ________________________________________

                  ________________________________________

         Social Security or other Identification Number, if any:________________

*NOTICE: The signature to the foregoing Election must correspond to the name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.

                                 Exhibit A-10
<PAGE>

                     OPTION OF HOLDER TO ELECT REPURCHASE

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

                      [ ] Section 4.10  [ ] Section 4.15

         The undersigned hereby directs the Trustee or the Company to pay to the
undersigned an amount in cash and Common Stock in respect of the principal
amount of this Note to be repurchased (as set forth below), plus interest, if
any, accrued to the repurchase date, as provided in the Indenture, at a purchase
price specified in the applicable Section of the Indenture that is (checked
above).

Dated: _____________________
                                  ______________________________________________
                                  Signature(s)*

                                       Signature(s) must be guaranteed by an
                                       Eligible Guarantor Institution with
                                       membership in an approved signature
                                       guarantee program pursuant to Rule
                                       17Ad-15 under the Securities Exchange Act
                                       of 1934.

                                  ______________________________________________
                                  Signature Guaranteed


Principal amount of this Note to be repurchased: ___________________

If less than all of the principal amount of this Note is to be repurchased:

         Remaining principal amount following such repurchase:

         ____________________________________

         Serial number of Note to be repurchased in part:

         ____________________________________

         Name (and address) of the Person in which the portion of this Note to
remain outstanding is to be registered:
         Name:    ____________________________________
         Address: ____________________________________
                  ____________________________________
                  ____________________________________

         Social Security or other Identification Number, if any: _______________

*NOTICE: The signature to the foregoing Election must correspond to the name as
written upon the face of this Note in every particular, without alteration or
any change whatsoever.

                                 Exhibit A-11
<PAGE>

            [SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE

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

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





















* To be inserted only in Global Notes.

                                 Exhibit A-12
<PAGE>

                                   EXHIBIT B
                        FORM OF SUPPLEMENTAL INDENTURE
                   TO BE DELIVERED BY SUBSEQUENT GUARANTORS

         SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of
________________, among __________________ (the "Guaranteeing Subsidiary"), a
subsidiary of Aviation Sales Company (or its permitted successor), a Delaware
corporation (the "Company"), the Company, the other Guarantors (as defined in
the Indenture referred to herein) and HSBC Bank USA, as Trustee under the
indenture referred to below (the "Trustee").

                              W I T N E S S E T H

         WHEREAS, the Company has heretofore executed and delivered to the
Trustee an indenture (the "Indenture"), dated as of [         ], 2001, providing
for the issuance of an aggregate principal amount of up to $100,000,000 of 8.00%
Senior Subordinated Convertible PIK Notes due 2006 (the "Notes");

         WHEREAS, the Indenture provides that under certain circumstances the
Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental
indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally
guarantee all of the Company's Obligations under the Notes and the Indenture on
the terms and conditions set forth herein (the "Subsidiary Guarantee"); and

         WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.

         NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders as follows:

         1.    CAPITALIZED TERMS. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

         2.    AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees
as follows:

               (a)  Along with all Guarantors named in the Indenture, to
         jointly and severally Guarantee to each Holder of a Note authenticated
         and delivered by the Trustee and to the Trustee and its successors and
         assigns, irrespective of the validity and enforceability of the
         Indenture, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                    (i)  the principal of and interest on the Notes will be
               promptly paid in full when due, whether by acceleration,
               redemption, repurchase or otherwise, and interest on the overdue
               principal of and interest on the Notes, if any, if lawful, and
               all other Obligations of the Company to the Holders or the
               Trustee hereunder or thereunder will be promptly paid in full or
               performed, all in accordance with the terms hereof and thereof;
               and

                                  Exhibit B-1
<PAGE>

                    (ii) in case of any extension of time of payment or renewal
               of any Notes or any of such other Obligations, that the same will
               be promptly paid in full when due or performed in accordance with
               the terms of the extension or renewal, whether at stated
               maturity, by acceleration or otherwise, subject to the
               limitations set forth in the Indenture. Failing payment when due
               of any amount so guaranteed or any performance so guaranteed for
               whatever reason, the Guarantors shall be jointly and severally
               obligated to pay the same immediately.

               (b)  The Obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder with respect to any provisions hereof
         or thereof, the recovery of any judgment against the Company, any
         action to enforce the same or any other circumstance which might
         otherwise constitute a legal or equitable discharge or defense of a
         Guarantor.

               (c)  The following is hereby waived: diligence, presentment,
         demand of payment, filing of claims with a court in the event of
         insolvency or bankruptcy of the Company, any right to require a
         proceeding first against the Company, protest, notice and all demands
         whatsoever.

               (d)  This Subsidiary Guarantee shall not be discharged except by
         complete performance of the obligations contained in the Notes and the
         Indenture, and the Guaranteeing Subsidiary accepts all Obligations of a
         Guarantor under the Indenture.

               (e)  If any Holder or the Trustee is required by any court or
         otherwise to return to the Company, the Guarantors, or any Custodian
         acting in relation to either the Company or the Guarantors, any amount
         paid by either to the Trustee or such Holder, this Subsidiary
         Guarantee, to the extent theretofore discharged, shall be reinstated in
         full force and effect.

               (f)  The Guaranteeing Subsidiary shall not be entitled to any
         right of subrogation in relation to the Holders in respect of any
         Obligations guaranteed hereby until payment in full of all Obligations
         guaranteed hereby.

               (g)  As between the Guarantors, on the one hand, and the Holders
         and the Trustee, on the other hand, (i) the maturity of the Obligations
         guaranteed hereby may be accelerated as provided in Article 6 of the
         Indenture for the purposes of this Subsidiary Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the Obligations guaranteed hereby, and
         (ii) in the event of any declaration of acceleration of such
         Obligations as provided in Article 6 of the Indenture, such Obligations
         (whether or not due and payable) shall forthwith become due and payable
         by the Guarantors for the purpose of this Subsidiary Guarantee (subject
         to any subsequent rescission or cancellation of any acceleration in
         accordance with Section 6.02 of the Indenture).

                                  Exhibit B-2
<PAGE>

               (h)  The Guarantors shall have the right to seek contribution
         from any non-paying Guarantor so long as the exercise of such right
         does not impair the rights of the Holders under the Subsidiary
         Guarantee.

               (i)  Pursuant to Section 11.02 of the Indenture, after giving
         effect to any maximum amount and any other contingent and fixed
         liabilities that are relevant under any applicable Bankruptcy Law or
         fraudulent conveyance laws, and after giving effect to any collections
         from, rights to receive contribution from or payments made by or on
         behalf of any other Guarantor in respect of the Obligations of such
         other Guarantor under Article 11 of the Indenture, this new Subsidiary
         Guarantee shall be limited to the maximum amount permissible such that
         the Obligations of such Guarantor under this Subsidiary Guarantee will
         not constitute a fraudulent transfer or conveyance.

         3.    EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that
its Subsidiary Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of such Subsidiary Guarantee.

         4.    TERMS TO REMAIN IN EFFECT. Except as waived or amended hereby,
all of the terms of the Indenture shall remain and continue in full force and
effect and are hereby confirmed in all respects. From and after the date of this
Supplemental Indenture, all references to the Indenture (whether in the
Indenture or in any other agreements, documents or instruments) shall be deemed
to be references to the Indenture, as amended and supplemented by this
Supplemental Indenture. This Supplemental Indenture will become operative upon
its execution and delivery by the parties hereto.

         5.    GUARANTEEING SUBSIDIARY MAY CONSOLIDATE, ETC. ON CERTAIN TERMS.

         (a) The Guaranteeing Subsidiary may not consolidate with or merge with
or into (whether or not the Guaranteeing Subsidiary is the surviving Person)
another Person, whether or not affiliated with the Guaranteeing Subsidiary,
unless:

               (i)    Except in the case of a merger of the Guaranteeing
         Subsidiary with or into the Company or another Guarantor but subject to
         Section __________ hereof, the Person formed by or surviving any such
         consolidation or merger (if other than the Guaranteeing Subsidiary or
         the Company) unconditionally assumes all the Obligations of the
         Guaranteeing Subsidiary under the Notes, the Indenture and the
         Subsidiary Guarantee, pursuant to a supplemental indenture in form and
         substance reasonably satisfactory to the Trustee, on the terms set
         forth herein or therein;

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

               (iii)  except in the case of a merger of the Guaranteeing
         Subsidiary with or into the Company or another Guarantor, the
         Guaranteeing Subsidiary, or any Person formed by or surviving any such
         consolidation or merger, would have Consolidated Net Worth (immediately
         after giving effect to such transaction), equal to or greater than the

                                  Exhibit B-3
<PAGE>

         Consolidated Net Worth of the Guaranteeing Subsidiary immediately
         preceding the transaction; and

               (iv) except in the case of a merger of the Guaranteeing
         Subsidiary with or into the Company or another Guarantor, the Company
         would be permitted by virtue of the Company's pro forma Fixed Charge
         Coverage Ratio, immediately after giving effect to such transaction, to
         incur at least $1.00 of additional Indebtedness pursuant to the Fixed
         Charge Coverage Ratio test set forth in the first paragraph of Section
         4.09 hereof.

         (b) In case of any such consolidation or merger and upon the assumption
by the successor Person, by supplemental indenture, executed and delivered to
the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee
endorsed upon the Notes and the due and punctual performance of all of the
covenants and conditions of this Indenture to be performed by the Guarantor,
such successor Person shall succeed to and be substituted for the Guarantor with
the same effect as if it had been named herein as the Guaranteeing Subsidiary.
Such successor Person thereupon may cause to be signed any or all of the
Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder
which theretofore shall not have been signed by the Company and delivered to the
Trustee. All the Subsidiary Guarantees so issued shall in all respects have the
same legal rank and benefit under the Indenture as the Subsidiary Guarantees
theretofore and thereafter issued in accordance with the terms of the Indenture
as though all of such Subsidiary Guarantees had been issued at the date of the
execution hereof.

         (c) Except as set forth in Article 5, and notwithstanding clauses (a)
and (b) above, nothing contained in the Indenture or in any of the Notes shall
prevent any consolidation or merger of the Guaranteeing Subsidiary with or into
the Company or another Guarantor, or shall prevent any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all the
assets of the Guaranteeing Subsidiary to the Company or another Guarantor.

         6.    RELEASES.

         In the event of (i) a sale or other disposition of all or substantially
all of the assets of any Guarantor, by way of merger, consolidation or
otherwise, (ii) a sale or other disposition of all the Capital Stock of any
Guarantor or (iii) any Subsidiary Guarantor being designated as an Unrestricted
Subsidiary in accordance with this Indenture, then such Guarantor will be
released and relieved of any obligations under its Subsidiary Guarantee, and in
the case of clause (i), the acquiror shall not have any liability under this
Indenture; provided that, in the case of a sale or other disposition, the Net
Proceeds of such sale or other disposition are applied in accordance with the
applicable provisions of this Indenture, including without limitation Section
4.10 hereof. Upon delivery by the Company to the Trustee of an Officer's
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made in accordance with the provisions of this Indenture,
including without limitation Section 4.10 hereof, the Trustee shall execute any
documents reasonably required in order to evidence the release of any Guarantor
from its obligations under its Subsidiary Guarantee.

         Any Guarantor not released from its obligations under its Subsidiary
Guarantee shall remain liable for the full amount of principal of, and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article 11.

                                  Exhibit B-4
<PAGE>

         7.    NO RECOURSE AGAINST OTHERS. No past, present or future director,
officer, employee, incorporator, shareholder or other agent of the Guaranteeing
Subsidiary, as such, shall have any liability for any Obligations of the Company
or any Guarantor under the Notes, any Subsidiary Guarantees, the Indenture or
this Supplemental Indenture or for any claim based on, in respect of, or by
reason of, such Obligations or their creation. Each Holder of the Notes by
accepting a Note waives and releases all such liability. The waiver and release
are part of the consideration for issuance of the Notes.

         8.    NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE AND THE
SUBSIDIARY GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

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

         10.   EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.

         11.   THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

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

                                        [GUARANTEEING SUBSIDIARY]

                                        By: ____________________________________
                                            Name:
                                            Title:

                                        AVIATION SALES COMPANY

                                        By: ____________________________________
                                            Name:
                                            Title:

                                        [EXISTING GUARANTORS]

                                        By: ____________________________________

                                  Exhibit B-5
<PAGE>

                                            Name:
                                            Title:


                                        HSBC BANK USA
                                            as Trustee

                                        By: ____________________________________
                                            Name:
                                            Title:

                                  Exhibit B-6
<PAGE>

                                  SCHEDULE I
                            SCHEDULE OF GUARANTORS

         The following schedule lists each Guarantor under the Indenture as of
the original issue date:

         Aero Hushkit Corporation

         Aerocell Structures, Inc.

         Aircraft Interior Design, Inc.

         Aviation Sales Distribution Services Company

         Aviation Sales Finance Company

         Aviation Sales Leasing Company

         Aviation Sales Property Management Corp.

         Aviation Sales SPSI, Inc.

         AVS/CAI, Inc.

         AVS/M-1, Inc.

         AVS/M-2, Inc.

         AVS/M-3, Inc.

         AVSRE, L.P.

         Hydroscience, Inc.

         Timco Engine Center, Inc.

         Timco Engineered Systems, Inc.

         Triad International Maintenance Corporation

         Whitehall Corporation

                                 Schedule I-1