Allied Digital Inc, et al. – ‘S-2/A’ on 7/27/98 – EX-4.1

As of:  Monday, 7/27/98   ·   Accession #:  889812-98-1803   ·   File #s:  333-56173, -01, -02, -03

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Pre-Effective Amendment to Registration of Securities   —   Form S-2
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-2/A       Pre-Effective Amendment No. 1                        120    635K 
 2: EX-1        Underwriting Agreement                                28     91K 
 3: EX-4.1      Indenture Among Allied Digital, Inc. and Ibj          82    361K 
                          Schroder Bank                                          
 4: EX-5        Letter of Opinion                                      2     11K 
 5: EX-10.12    Amendment to Employment Agreement                      8     31K 
 6: EX-10.13    Amendment to Employment Agreement                      8     28K 
 7: EX-10.14    Employment Agreement                                   6     27K 
 8: EX-10.15    Labor Agreement                                       19     82K 
 9: EX-12       Computation of Ratio of Earnings to Fixed Charges      1     10K 
10: EX-23.1     Consent of Grant Thornton LLP                          1      8K 
11: EX-23.2     Consent of Arthur Andersen LLP                         1      7K 
12: EX-25       Form T-1                                              12     39K 

EX-4.1   —   Indenture Among Allied Digital, Inc. and Ibj Schroder Bank
Exhibit Table of Contents

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

INDENTURE 

Dated as of [ ], 1998 

Among 

ALLIED DIGITAL, INC., 

THE GUARANTORS named herein 

and 

IBJ SCHRODER BANK & TRUST COMPANY, Trustee  

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

up to $200,000,000  
[ ]% Senior Subordinated Notes due 2008 

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

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CROSS-REFERENCE TABLE 

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                                                                          Indenture        
Trust Indenture Act Section                                               Section          
---------------------------                                               -------          

                                                                                           
ss.310(a)(1)............................................................  7.10             
      (a)(2)............................................................  7.10             
      (a)(3)............................................................  N.A.             
      (a)(4)............................................................  N.A.             
      (a)(5)............................................................  7.10             
      (b)...............................................................  7.08; 7.10; 13.02
      (c)...............................................................  N.A.             
ss.311(a)...............................................................  7.11             
      (b)...............................................................  7.11             
      (c)...............................................................  N.A.             
ss.312(a)...............................................................  2.05             
      (b)............................................................... 13.03             
      (c)............................................................... 13.03             
ss.313(a)...............................................................  7.06             
      (b)(1)............................................................  N.A.             
      (b)(2)............................................................  7.06             
      (c)...............................................................  7.06; 13.02      
      (d)...............................................................  7.06             
ss.314(a)...............................................................  4.11; 4.12; 13.02
      (b)...............................................................  N.A.             
      (c)(1)............................................................ 13.04             
      (c)(2)............................................................ 13.04             
      (c)(3)............................................................  N.A.             
      (d)...............................................................  N.A.             
      (e)............................................................... 13.05             
      (f)...............................................................  N.A.             
ss.315(a)...............................................................  7.01(b)          
      (b)...............................................................  7.05; 13.02      
      (c)...............................................................  7.01(a)          
      (d)...............................................................  7.01(c)          
      (e)...............................................................  6.11             
ss.316(a)(last sentence)................................................  2.09             
      (a)(1)(A).........................................................  6.05             
      (a)(1)(B).........................................................  6.04             
      (a)(2)............................................................  N.A.             
      (b)...............................................................  6.07             
      (c)............................................................... 10.04             
ss.317(a)(1)............................................................  6.08             
      (a)(2)............................................................  6.09             
      (b)...............................................................  2.04             
ss.318(a)............................................................... 13.01             

--------------------------                                                      
N.A. means Not Applicable.                                                      

NOTE: This Cross-Reference Table shall not, for any purpose, be deemed to be a  
part of this Indenture.                                                         

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                   TABLE OF CONTENTS
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                                        ARTICLE ONE                                 

                        DEFINITIONS AND INCORPORATION BY REFERENCE                  

                                                                                    
SECTION 1.01. Definitions..........................................................1
SECTION 1.02. Other Definitions...................................................13
SECTION 1.03. Incorporation by Reference of Trust Indenture Act...................13
SECTION 1.04. Rules of Construction...............................................14

                                        ARTICLE TWO                                 

                                         THE NOTES                                  

SECTION 2.01. Form and Dating.....................................................14
SECTION 2.02. Execution and Authentication........................................15
SECTION 2.03. Registrar and Paying Agent..........................................16
SECTION 2.04. Paying Agent To Hold Money in Trust.................................16
SECTION 2.05. Noteholder Lists....................................................16
SECTION 2.06. Transfer and Exchange...............................................17
SECTION 2.07. Replacement Notes...................................................19
SECTION 2.08. Outstanding Notes...................................................19
SECTION 2.09. Treasury Notes......................................................19
SECTION 2.10. Temporary Notes.....................................................19
SECTION 2.11. Cancellation........................................................20
SECTION 2.12. Defaulted Interest..................................................20
SECTION 2.13. CUSIP or CINS Number................................................20
SECTION 2.14. Payments of Interest................................................20

                                       ARTICLE THREE                                

                                        REDEMPTION                                  

SECTION 3.01. Notices to Trustee..................................................21
SECTION 3.02. Selection of Notes To Be Redeemed...................................21
SECTION 3.03. Notice of Redemption................................................21
SECTION 3.04. Effect of Notice of Redemption......................................22
SECTION 3.05. Deposit of Redemption Price.........................................22
SECTION 3.06. Notes Redeemed in Part..............................................22

                                       ARTICLE FOUR                                 

                                         COVENANTS                                  

SECTION 4.01. Payment of Notes....................................................22
SECTION 4.02. Maintenance of Office or Agency.....................................23
SECTION 4.03. Limitation on Transactions with Affiliates and Related Persons......23
SECTION 4.04. Limitation on Indebtedness..........................................24

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SECTION 4.05. Limitation on Certain Asset Dispositions............................26 
SECTION 4.06. Limitation on Restricted Payments...................................27 
SECTION 4.07. Corporate Existence.................................................29 
SECTION 4.08. Payment of Taxes and Other Claims...................................29 
SECTION 4.09. Notice of Defaults..................................................29 
SECTION 4.10. Maintenance of Properties...........................................29 
SECTION 4.11. Compliance Certificate..............................................30 
SECTION 4.12. Provision of Financial Information..................................30 
SECTION 4.13. Waiver of Stay, Extension or Usury Laws.............................30 
SECTION 4.14. Change of Control...................................................30 
SECTION 4.15. Limitation on Senior Subordinated Indebtedness......................31 
SECTION 4.16. Limitations Concerning Distributions and                               
                 Transfers by Restricted Subsidiaries.............................31 
SECTION 4.17. Limitation on Issuance and Sale of Capital Stock of Restricted         
                 Subsidiaries.....................................................32 
SECTION 4.18. Limitation on Liens.................................................32 
SECTION 4.19. Additional Guarantors...............................................33 

                                       ARTICLE FIVE                                  

                              MERGERS; SUCCESSOR CORPORATION                         

SECTION 5.01. Restriction on Mergers, Consolidations and Certain Sales               
                 of Assets........................................................34 
SECTION 5.02. Successor Corporation Substituted...................................34 

                                        ARTICLE SIX                                  

                                   DEFAULT AND REMEDIES                              

SECTION 6.01. Events of Default...................................................35 
SECTION 6.02. Acceleration........................................................36 
SECTION 6.03. Other Remedies......................................................36 
SECTION 6.04. Waiver of Past Default..............................................37 
SECTION 6.05. Control by Majority.................................................37 
SECTION 6.06. Limitation on Suits.................................................37 
SECTION 6.07. Rights of Holders to Receive Payment................................38 
SECTION 6.08. Collection Suit by Trustee..........................................38 
SECTION 6.09. Trustee May File Proofs of Claim....................................38 
SECTION 6.10. Priorities..........................................................39 
SECTION 6.11. Undertaking for Costs...............................................39 
SECTION 6.12. No Personal Liability of Directors, Officers,                          
                 Employees, Incorporator and Stockholders.........................39 

                                       ARTICLE SEVEN                                 

                                          TRUSTEE                                    

SECTION 7.01. Duties of Trustee...................................................39 
SECTION 7.02. Rights of Trustee...................................................40 
SECTION 7.03. Individual Rights of Trustee........................................41 

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SECTION 7.04.  Trustee's Disclaimer................................................41 
SECTION 7.05.  Notice of Defaults..................................................41 
SECTION 7.06.  Reports by Trustee to Holders.......................................42 
SECTION 7.07.  Compensation and Indemnity..........................................42 
SECTION 7.08.  Replacement of Trustee..............................................43 
SECTION 7.09.  Successor Trustee by Merger, etc....................................44 
SECTION 7.10.  Eligibility; Disqualification.......................................44 
SECTION 7.11.  Preferential Collection of Claims Against Issuer....................44 

                                        ARTICLE EIGHT                                 

                                   SUBORDINATION OF NOTES                             

SECTION 8.01.  Notes Subordinated to Senior Debt...................................44 
SECTION 8.02.  No Payment on Notes in Certain Circumstances........................44 
SECTION 8.03.  Payment Over of Proceeds upon Dissolution, etc......................45 
SECTION 8.04.  Subrogation.........................................................46 
SECTION 8.05.  Obligations of Issuer Unconditional.................................46 
SECTION 8.06.  Notice to Trustee...................................................47 
SECTION 8.07.  Reliance on Judicial Order or Certificate of Liquidating               
                  Agent............................................................47 
SECTION 8.08.  Trustee's Relation to Senior Debt...................................48 
SECTION 8.09.  Subordination Rights Not Impaired by Acts or Omissions                 
                  of the Issuer or Holders of Senior Debt..........................48 
SECTION 8.10.  Noteholders Authorize Trustee To Effectuate                            
                  Subordination of Notes...........................................48 
SECTION 8.11.  This Article Not to Prevent Events of Default.......................48 
SECTION 8.12.  No Waiver of Subordination Provisions...............................48 
SECTION 8.13.  Subordination Provisions Not Applicable to Money Held                  
                  in Trust for Noteholders; Payments May Be Paid                      
                  Prior to Dissolution.............................................49 

                                        ARTICLE NINE                                  

                                   DISCHARGE OF INDENTURE                             

SECTION 9.01.  Termination of Issuer's Obligations.................................49 
SECTION 9.02.  Application of Trust Money..........................................50 
SECTION 9.03.  Repayment to Issuer.................................................51 
SECTION 9.04.  Reinstatement.......................................................51 

                                         ARTICLE TEN                                  

                             AMENDMENTS, SUPPLEMENTS AND WAIVERS                      

SECTION 10.01. Without Consent of Holders..........................................51 
SECTION 10.02. With Consent of Holders.............................................52 
SECTION 10.03. Compliance with Trust Indenture Act.................................53 
SECTION 10.04. Revocation and Effect of Consents...................................53 
SECTION 10.05. Notation on or Exchange of Notes....................................54 
SECTION 10.06. Trustee To Sign Amendments, etc.....................................54 

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                  ARTICLE ELEVEN

                   GUARANTEE

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SECTION 11.01. Unconditional Guarantee.............................................54 
SECTION 11.02. Severability........................................................55 
SECTION 11.03. Release of a Guarantor..............................................55 
SECTION 11.04. Limitation of Guarantor's Liability.................................55 
SECTION 11.05. Contribution........................................................56 
SECTION 11.06. Execution of Guarantee..............................................56 
SECTION 11.07. Subordination of Subrogation and Other Rights.......................56 

                                       ARTICLE TWELVE                                 

                                 SUBORDINATION OF GUARANTEE                           

SECTION 12.01. Guarantee Subordinated to Senior Debt of Guarantor..................56 
SECTION 12.02. No Payment on Guarantees in Certain Circumstances...................57 
SECTION 12.03. Payment Over of Proceeds upon Dissolution, etc......................58 
SECTION 12.04. Subrogation.........................................................59 
SECTION 12.05. Obligations of Guarantors Unconditional.............................59 
SECTION 12.06. Notice to Trustee...................................................59 
SECTION 12.07. Reliance on Judicial Order or Certificate of Liquidating               
                  Agent............................................................60 
SECTION 12.08. Trustee's Relation to Senior Debt of Guarantors.....................60 
SECTION 12.09. Subordination Rights Not Impaired by Acts or Omissions                 
                  of the Guarantors or Holders of Senior Debt of Guarantors........60 
SECTION 12.10. Noteholders Authorize Trustee To Effectuate                            
                  Subordination of Guarantees......................................61 
SECTION 12.11. This Article Not to Prevent Events of Default.......................61 
SECTION 12.12. No Waiver of Guarantee Subordination Provisions.....................61 
SECTION 12.13. Subordination Provisions Not Applicable to Money Held                  
                  in Trust for Noteholders; Payments May Be Paid                      
                  Prior to Dissolution.............................................61 

                                      ARTICLE THIRTEEN                                

                                        MISCELLANEOUS                                 

SECTION 13.01. Trust Indenture Act Controls........................................62 
SECTION 13.02. Notices.............................................................62 
SECTION 13.03. Communications by Holders with Other Holders........................63 
SECTION 13.04. Certificate and Opinion as to Conditions Precedent..................64 
SECTION 13.05. Statements Required in Certificate or Opinion.......................64 
SECTION 13.06. Rules by Trustee, Paying Agent, Registrar...........................64 
SECTION 13.07. Governing Law.......................................................64 
SECTION 13.08. No Recourse Against Others..........................................64 
SECTION 13.09. Successors..........................................................65 
SECTION 13.10. Counterpart Originals...............................................65 
SECTION 13.11. Severability........................................................65 
SECTION 13.12. No Adverse Interpretation of Other Agreements.......................65 

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SECTION 13.13.    Legal Holidays......................................................65 

EXHIBIT A - Form of Note ............................................................A-1 

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

NOTE: This Table of Contents shall not, for any purpose, be deemed to be a      
part of this Indenture.                                                         

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    INDENTURE dated as of [ ], 1998, among ALLIED DIGITAL, INC., a New
York corporation (the "Issuer"), the Guarantors (as hereinafter defined) and    
IBJ SCHRODER BANK & TRUST COMPANY, as trustee (the "Trustee").                  

  Each party hereto agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Issuer's [  
]% Senior Subordinated Notes due 2008:                                          

ARTICLE ONE 

DEFINITIONS AND INCORPORATION BY REFERENCE  

SECTION 1.01.       Definitions.                                                

"399" means 399 Venture Partners, Inc.                        

"Acquired Indebtedness" means, with respect to any Person,    
Indebtedness of such Person (i) existing at the time such Person becomes a      
Restricted Subsidiary or (ii) assumed in connection with the acquisition of     
assets from another Person, including Indebtedness Incurred in connection       
with, or in contemplation of, such Person becoming a Restricted Subsidiary or   
such acquisition, as the case may be.                                           

"Acquisition" means (a) an Investment by the Company or any   
Restricted Subsidiary of the Company in any other Person pursuant to which      
such Person shall become a Restricted Subsidiary of the Company or such         
Restricted Subsidiary of the Company, or shall be merged with or into the       
Company or any Restricted Subsidiary of the Company, or (b) the acquisition by  
the Company or any Restricted Subsidiary of the Company of the assets of any    
Person (other than a Restricted Subsidiary of the Company) which constitute     
all or substantially all of the assets of such Person or comprise any division  
or line of business of such Person or any other properties or assets of such    
Person other than in the ordinary course of business.                           

     "Affiliate" of any specified Person means any other Person directly
or indirectly controlling or controlled by or under direct or indirect common   
control with any specified Person. For purposes of this definition, "control"   
when used with respect to any Person means the power to direct the management   
and policies of such Person, directly or indirectly, whether through the        
ownership of voting securities, by contract or otherwise; and the terms         
'controlling' and 'controlled' have meanings correlative to the foregoing.      

 "Agent" means any Registrar, Paying Agent or co-Registrar.  See
Section 2.03.                                                                   

     "Applicable Premium" means with respect to a Note at any date fixed
for redemption, the greater of (i) 1.0% of the principal amount of such Note    
and (ii) the excess of (A) the present value at such time of (1) the            
redemption price of such Note at [ ], 2003 (such redemption price being         
described in paragraph 5 of the Notes), plus (2) all remaining required         
interest payments due on such Note through [ ], 2003, computed using a          
discount rate equal to the Treasury Rate plus 50 basis points, over (B) the     
then outstanding principal amount of such Note.                                 

"Applicable Procedures" means with respect to any transfer or 
exchange of interests in a Global Note , the rules and procedures of DTC,       
Euroclear and Cedel that apply to such transfer or exchange.                    

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   "Asset Disposition" means any sale, transfer or other disposition
(including, without limitation, by merger, consolidation or sale-and-leaseback  
transaction) of (i) shares of Capital Stock of a Restricted Subsidiary of the   
Company (other than directors' qualifying shares) or (ii) property or assets    
of the Company or any Restricted Subsidiary of the Company other than in the    
ordinary course of business; provided, however, that an Asset Disposition       
shall not include (a) any sale, transfer or other disposition of shares of      
Capital Stock, property or assets by a Restricted Subsidiary of the Company     
(other than the Issuer) to the Issuer or to any Guarantor, (b) any sale,        
transfer or other disposition of defaulted receivables for collection or any    
sale, transfer or other disposition of property or assets in the ordinary       
course of business, (c) any isolated sale, transfer or other disposition that   
does not involve aggregate consideration in excess of $1.0 million              
individually, (d) the grant in the ordinary course of business of any           
non-exclusive license of patents, trademarks, registrations therefor and other  
similar intellectual property, (e) any Lien (or foreclosure thereon) securing   
Indebtedness to the extent that such Lien is granted in compliance with         
Section 4.18 hereof, (f) any Restricted Payment permitted by Section 4.06       
hereof, (g) any disposition of assets or property in the ordinary course of     
business to the extent such property or assets are obsolete, worn-out or no     
longer useful in the Company's or its Restricted Subsidiaries' business, (h)    
the sale, lease, conveyance or disposition or other transfer of all or          
substantially all of the assets of the Company as permitted under Section 5.01  
hereof; provided, however, that the assets not so sold, leased, conveyed,       
disposed of or otherwise transferred shall be deemed an Asset Disposition or    
(i) any disposition that constitutes a Change of Control.                       

     "Average Life" means, as of the date of determination, with respect
to any Indebtedness for borrowed money or Preferred Stock, the quotient         
obtained by dividing (i) the sum of the products of the number of years from    
the date of determination to the dates of each successive scheduled principal   
or liquidation value payments of such Indebtedness or Preferred Stock,          
respectively, and the amount of such principal or liquidation value payments,   
by (ii) the sum of all such principal or liquidation value payments.            

   "Bankruptcy Code" means Title 11, United States Code, as amended.

    "Board of Directors" with respect to any Person means the board of
directors of such Person or any authorized committee of such Person.            

      "Board Resolution" means, with respect to any Person, a duly adopted
resolution of the Board of Directors of such Person.                            

    "Business Day" means each Monday, Tuesday, Wednesday, Thursday and
Friday which is not a day on which banking institutions in the City of New      
York, New York are authorized or obligated by law or executive order to close.  

    "Capital Lease Obligations" of any Person means the obligations to
pay rent or other amounts under a lease of (or other Indebtedness arrangements  
conveying the right to use) real or personal property of such Person which are  
required to be classified and accounted for as a capital lease or liability on  
the face of a balance sheet of such Person in accordance with GAAP. The amount  
of such obligations shall be the capitalized amount thereof in accordance with  
GAAP and the stated maturity thereof shall be the date of the last payment of   
rent or any other amount due under such lease prior to the first date upon      
which such lease may be terminated by the lessee without payment of a penalty.  

    "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of corporate stock of  
such Person (including any Preferred Stock outstanding on the Issue Date).      

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"Citicorp" means Citicorp, a Delaware corporation.            

"Commission" means the Securities and Exchange Commission.    

      "Common Stock" of any Person means Capital Stock of such Person that
does not rank prior, as to the payment of dividends or as to the distribution   
of assets upon any voluntary or involuntary liquidation, dissolution or         
winding up of such Person, to shares of Capital Stock of any other class of     
such Person.                                                                    

"Company" means Allied Digital Technologies Corp., a Delaware 
Corporation.                                                                    

      "Consolidated Coverage Ratio" of any Person means for any period the
ratio of (i) EBITDA of such Person for such period to (ii) the sum of (A)       
Consolidated Interest Expense of such Person for such period, plus (B) the      
annual interest expense with respect to any Indebtedness proposed to be         
Incurred by such Person or its Restricted Subsidiaries, minus (C) Consolidated  
Interest Expense of such Person to the extent included in clause (ii)(A) with   
respect to any Indebtedness that will no longer be outstanding as a result of   
the Incurrence of the Indebtedness proposed to be Incurred, plus (D) the        
annual interest expense with respect to any other Indebtedness Incurred by      
such Person or its Restricted Subsidiaries since the end of such period to the  
extent not included in clause (ii)(A), minus (E) Consolidated Interest Expense  
of such Person to the extent included in clause (ii)(A) with respect to any     
Indebtedness that no longer is outstanding as a result of the Incurrence of     
the Indebtedness referred to in clause (ii)(D); provided, however, that in      
making such computation, the Consolidated Interest Expense of such Person       
attributable to interest on any Indebtedness bearing a floating interest rate   
shall be computed on a pro forma basis as if the rate in effect on the date of  
computation (after giving effect to any hedge in respect of such Indebtedness   
that will, by its terms, remain in effect until the earlier of the maturity of  
such Indebtedness or the date one year after the date of such determination)    
had been the applicable rate for the entire period; provided, further,          
however, that, in the event such Person or any of its Restricted Subsidiaries   
has made any Asset Dispositions or Acquisitions during or after such period     
and on or prior to the date of measurement, such computation shall be made on   
a pro forma basis as if the Asset Dispositions or Acquisitions had taken place  
on the first day of such period. Calculations of pro forma amounts in           
accordance with this definition shall be done in accordance with Article 11 of  
Regulation S-X under the Securities Act of 1933 or any successor provision and  
may include reasonably ascertainable cost savings.                              

      "Consolidated Income Tax Expense" of any Person means for any period
the consolidated provision for income taxes of such Person and its Restricted   
Subsidiaries for such period calculated on a consolidated basis in accordance   
with GAAP.                                                                      

      "Consolidated Interest Expense" for any Person means for any period,
without duplication, (a) the consolidated interest expense included in a        
consolidated income statement (without deduction of interest or finance charge  
income) of such Person and its Restricted Subsidiaries for such period          
calculated on a consolidated basis in accordance with GAAP and (b) dividend     
requirements of such Person and its Restricted Subsidiaries with respect to     
Disqualified Stock and with respect to all other Preferred Stock of Restricted  
Subsidiaries of such Person (in each case whether in cash or otherwise (except  
dividends payable solely in shares of Capital Stock of such Person or such      
Restricted Subsidiary)) paid, declared, accrued or accumulated during such      
period times a fraction the numerator of which is one and the denominator of    
which is one minus the then effective consolidated Federal, state and local     
tax rate of such Person, expressed as a decimal.                                

  "Consolidated Net Income" of any Person means for any period the
consolidated net income (or loss) of such Person and its Restricted             
Subsidiaries for such period determined on a consolidated basis in accordance   
with GAAP; provided, however, that there shall be excluded therefrom (a) the    
net income (or loss) of any Person                                              

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acquired by such Person or a Restricted Subsidiary of such Person in a          
pooling-of-interests transaction for any period prior to the date of such       
transaction, (b) the net income (but not net loss) of any Restricted            
Subsidiary of such Person which is subject to restrictions which prevent or     
limit the payment of dividends or the making of distributions to such Person    
to the extent of such restrictions (regardless of any waiver thereof), (c)      
non-cash gains and losses due solely to fluctuations in currency values, (d)    
the net income of any Person that is not a Restricted Subsidiary of such        
Person, except to the extent of the amount of dividends or other distributions  
representing such Person's proportionate share of such other Person's net       
income for such period actually paid in cash to such Person by such other       
Person during such period, (e) gains but not losses on Asset Dispositions by    
such Person or its Restricted Subsidiaries, (f) all gains and losses            
classified as extraordinary, unusual or nonrecurring in accordance with GAAP    
and (g) in the case of a successor to the referent Person by consolidation or   
merger or as a transferee of the referent Person's assets, any earnings (or     
losses) of the successor corporation prior to such consolidation, merger or     
transfer of assets.                                                             

       "Continuing Director" means a director who either was a member of the
Board of Directors of the Company on the Issue Date or who became a director    
of the Company subsequent to the Issue Date and whose election, or nomination   
for election by the Company's stockholders, was duly approved by a majority of  
the Continuing Directors then on the Board of Directors of the Company, either  
by a specific vote or by approval of the proxy statement issued by the Company  
on behalf of the entire Board of Directors of the Company in which such         
individual is named as nominee for director.                                    

 "Credit Agreement" means, collectively, (i) that certain Credit
Agreement, dated as of [ ], between the Company and Fleet National Bank         
and (ii) any Refinancings thereof or any amendments, modifications or           
supplements thereto (including, without limitation, any amendment increasing the
amount borrowed or reimbursement obligation thereunder) whether by or with the  
same or any other lender, creditor, or group of creditors and including related 
notes, guarantee agreements and other instruments and agreements executed in    
connection therewith.                                                           

     "Default" means any event that is, or after notice or lapse of time
or both would become, an Event of Default.                                      

       "Designated Senior Debt" means (i) so long as the Credit Agreement is
in effect, the Senior Debt Incurred thereunder and (ii) thereafter, any other   
Senior Debt which has at the time of initial issuance an aggregate outstanding  
principal amount in excess of $25 million which has been so designated as       
Designated Senior Debt by the Board of Directors of the Company at the time of  
initial issuance in a resolution delivered to the Trustee.                      

    "Disqualified Stock" of any Person means any Capital Stock of such
Person which, by its terms (or by the terms of any security into which it is    
convertible or for which it is exchangeable), or upon the happening of any      
event, matures or is mandatorily redeemable, pursuant to a sinking fund         
obligation or otherwise, or is redeemable at the option of the holder thereof,  
in whole or in part, on or prior to the final maturity of the Notes other than  
pursuant to change of control provisions similar to those applicable to the     
Notes, provided, however, that such provisions expressly provided that no       
payment can be made on such Capital Stock until any Offer to Purchase the       
Notes required pursuant to the provisions described under Section 4.14 hereof   
above shall have been consummated and paid in full).                            

"DTC" means The Depository Trust Company or its successors.   

  "EBITDA" of any Person means for any period the Consolidated Net
Income of such Person for such period increased (to the extent Consolidated     
Net Income for such period has been reduced thereby) by the sum of (without     
duplication) (i) Consolidated Interest Expense of such Person for such period,  
plus (ii) Consolidated                                                          

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Income Tax Expense of such Person for such period, plus (iii) the consolidated  
depreciation and amortization expense included in the income statement of such  
Person prepared in accordance with GAAP for such period, plus (iv) any other    
non-cash charges to the extent deducted from or reflected in Consolidated Net   
Income except for any non-cash charges that represent accruals of, or reserves  
for, cash disbursements to be made in any future accounting period.             

       "Euroclear" means Morgan Guaranty Trust Company of New York (Brussels
Office) as operator of the Euroclear System.                                    

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

     "GAAP" means generally accepted accounting principles, consistently
applied, as in effect on the Issue Date in the United States of America, as     
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 is approved by a significant segment   
of the accounting profession in the United States. All ratios and computations  
based on GAAP contained in this Indenture shall be computed in conformity with  
GAAP applied on a consistent basis.                                             

      "Guarantee" means the guarantee of the Notes by each Guarantor under
this Indenture.                                                                 

"Guarantor" means the Company, each of its existing Restricted
Subsidiaries (other than the Issuer) and each Restricted Subsidiary of the      
Company formed or acquired after the Issue Date, which pursuant to Section      
4.19 hereof executes a supplement to this Indenture as a Guarantor.             

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

     "Incur" means, with respect to any Indebtedness or other obligation
of any Person, to create, issue, incur (including by conversion, exchange or    
otherwise), assume, guarantee or otherwise become liable in respect of such     
Indebtedness or other obligation or the recording, as required pursuant to      
GAAP or otherwise, of any such Indebtedness or other obligation on the balance  
sheet of such Person (and "Incurrence," "Incurred" and "Incurring" shall have   
meanings correlative to the foregoing). Indebtedness of any Person or any of    
its Restricted Subsidiaries existing at the time such Person becomes a          
Restricted Subsidiary of such Person (or is merged into or consolidates with    
such Person or any of its Restricted Subsidiaries), whether or not such         
Indebtedness was incurred in connection with, or in contemplation of, such      
Person becoming a Restricted Subsidiary of such Person (or being merged into    
or consolidated with such Person or any of its Restricted Subsidiaries), shall  
be deemed Incurred at the time any such Person becomes a Restricted Subsidiary  
of such Person or merges into or consolidates with such Person or any of its    
Restricted Subsidiaries.                                                        

 "Indebtedness" means (without duplication), with respect to any
Person, whether recourse is to all or a portion of the assets of such Person    
and whether or not contingent, (i) every obligation of such Person for money    
borrowed, (ii) every obligation of such Person evidenced by bonds, debentures,  
notes or other similar instruments, including obligations Incurred in           
connection with the acquisition of property, assets or businesses, (iii) every  
reimbursement obligation of such Person with respect to letters of credit,      
bankers' acceptances or similar facilities issued for the account of such       
Person, (iv) every obligation of such Person issued or assumed as the deferred  
purchase price of property or services (but excluding trade accounts payable    
or accrued liabilities arising in the ordinary course of business which are     
not overdue or which are being contested in good faith), (v)                    

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every Capital Lease Obligation of such Person, (vi) every net obligation under  
interest rate swap or similar agreements or foreign currency hedge, exchange    
or similar agreements of such Person and (vii) every obligation of the type     
referred to in clauses (i) through (vi) of another Person and all dividends of  
another Person the payment of which, in either case, such Person has            
guaranteed or is responsible or liable for, directly or indirectly, as          
obligor, guarantor or otherwise. Indebtedness shall include the liquidation     
preference and any mandatory redemption payment obligations in respect of any   
Disqualified Stock of the Company, and any Preferred Stock of a Subsidiary of   
the Company (other than Preferred Stock of a Subsidiary of the Company issued   
to and held by the Company or a Restricted Subsidiary of the Company).          
Indebtedness shall never be calculated taking into account any cash and cash    
equivalents held by such Person. Indebtedness shall not include obligations     
arising from agreements of the Company or a Restricted Subsidiary of the        
Company to provide for indemnification, adjustment of purchase price,           
earn-out, or other similar obligations, in each case, incurred or assumed in    
connection with the disposition of any business or assets of a Restricted       
Subsidiary of the Company.                                                      

       "Indenture" means this Indenture as amended or supplemented from time
to time in accordance with its terms.                                           

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

   "Interest Payment Date" has the meaning given to such term in the
Notes.                                                                          

"Investment" by any Person means any direct or indirect loan, 
advance, guarantee or other extension of credit or capital contribution to (by  
means of transfers of cash or other property to others or payments for          
property or services for the account or use of others, or otherwise), or        
purchase or acquisition of Capital Stock, bonds, notes, debentures or other     
securities or evidence of Indebtedness issued by any other Person. If the       
Company or any Restricted Subsidiary sells or otherwise disposes of any Voting  
Stock of any direct or indirect Restricted Subsidiary such that, after giving   
effect to any such sale or disposition, the Company no longer owns, directly    
or indirectly, greater than 50% of the outstanding Voting Stock of such         
Restricted Subsidiary, the Company shall be deemed to have made an Investment   
on the date of any such sale or disposition in an amount equal to the fair      
market value of the Capital Stock not so sold or otherwise disposed of.         

        "Issue Date" means [    ], 1998, the original issue date of the Notes.

       "Lien" means, with respect to any property or assets, any mortgage or
deed of trust, pledge, hypothecation, assignment, security interest, lien,      
charge, easement (other than any easement not materially impairing usefulness   
or marketability), encumbrance, preference, priority or other security          
agreement with respect to such property or assets (including, without           
limitation, any conditional sale or other title retention agreement having      
substantially the same economic effect as any of the foregoing).                

        "Management Investors" means any of [    ] and other full-time members
of management of the Company who acquire stock of the Company through           
management stock purchase or option plans.                                      

   "Net Available Proceeds" from any Asset Disposition by any Person
means cash or readily marketable cash equivalents received (including by way    
of sale or discounting of a note, installment receivable or other receivable,   
but excluding any other consideration received in the form of assumption by     
the acquiror of Indebtedness or other obligations relating to such properties   
or assets or received in any other non-cash form) therefrom by such Person,     
including any cash received by way of deferred payment or upon the              
monetization or other disposition of any non-cash consideration (including      
notes or other securities) received in connection with such Asset Disposition,  
net of (i) all legal, title and recording tax expenses, commissions and other   
fees and expenses                                                               

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incurred and all federal, state, foreign and local taxes required to be         
accrued as a liability as a consequence of such Asset Disposition, (ii) all     
payments made by such Person or its Restricted Subsidiaries on any              
Indebtedness which is secured by such assets in accordance with the terms of    
any Lien upon or with respect to such assets or which must by the terms of      
such Lien, or in order to obtain a necessary consent to such Asset Disposition  
or by applicable law, be repaid out of the proceeds from such Asset             
Disposition, (iii) all payments made with respect to liabilities associated     
with the assets which are the subject of the Asset Disposition, including,      
without limitation, trade payables and other accrued liabilities, (iv)          
appropriate amounts to be provided by such Person or any Restricted Subsidiary  
thereof, as the case may be, as a reserve in accordance with GAAP against any   
liabilities associated with such assets and retained by such Person or any      
Restricted Subsidiary thereof, as the case may be, after such Asset             
Disposition, including, without limitation, liabilities under any               
indemnification obligations and severance and other employee termination costs  
associated with such Asset Disposition, until such time as such amounts are no  
longer reserved or such reserve is no longer necessary (at which time any       
remaining amounts will become Net Available Proceeds to be allocated in         
accordance with the provisions of clause (iii) of Section 4.05) and (v) all     
distributions and other payments made to minority interest holders in           
Restricted Subsidiaries of such Person or joint ventures as a result of such    
Asset Disposition.                                                              

      "Net Investment" means the excess of (i) the aggregate amount of all
Investments in Unrestricted Subsidiaries or joint ventures made by the Company  
or any Restricted Subsidiary on or after the Issue Date (in the case of an      
Investment made other than in cash, the amount shall be the fair market value   
of such Investment as determined in good faith by the Board of Directors of     
the Company or such Restricted Subsidiary) over (ii) the aggregate amount       
returned in cash on or with respect to such Investments whether through         
interest payments, principal payments, dividends or other distributions or      
payments; provided, however, that such payments or distributions shall not be   
(and have not been) included in subclause (b) of clause (3) of the first        
paragraph of Section 4.06; provided, further that with respect to all           
Investments made in any Unrestricted Subsidiary or joint venture the amounts    
referred to in clause (ii) above with respect to such Investments shall not     
exceed the aggregate amount of all such Investments made in such Unrestricted   
Subsidiary or joint venture.                                                    

     "Notes" means, collectively, (i) the [ ]% Senior Subordinated Notes
due 2008 of the Issuer issued on the Issue Date under this Indenture and (ii)   
one or more series of [ ]% Senior Subordinated Notes due 2008 of the Issuer     
that are issued under this Indenture subsequent to the Issue Date pursuant to   
Section 2.02.                                                                   

     "Offer To Purchase" means a written offer (the "Offer") sent by the
Issuer by first class mail, postage prepaid, to each Holder at his address      
appearing in the register for the Notes on the date of the Offer offering to    
purchase up to the principal amount of Notes specified in such Offer at the     
purchase price specified in such Offer (as determined pursuant to this          
Indenture). Unless otherwise required by applicable law, the Offer shall        
specify an expiration date (the "Expiration Date") of the Offer to Purchase     
which shall be not less than 30 days nor more than 60 days after the date of    
such Offer and a settlement date (the "Purchase Date") for purchase of Notes    
within five Business Days after the Expiration Date. The Issuer shall notify    
the Trustee at least 15 Business Days (or such shorter period as is acceptable  
to the Trustee) prior to the mailing of the Offer of the Issuer's obligation    
to make an Offer to Purchase, and the Offer shall be mailed by the Issuer or,   
at the Issuer's request, by the Trustee in the name and at the expense of the   
Issuer. The Offer shall contain all the information required by applicable law  
to be included therein. The Offer shall contain all instructions and materials  
necessary to enable such Holders to tender Notes pursuant to the Offer to       
Purchase. The Offer shall also state:                                           

                 (1) the Section of this Indenture pursuant to which the Offer
to Purchase is being made;                                    

  (2) the Expiration Date and the Purchase Date;

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               (3) the aggregate principal amount of the outstanding Notes
 offered to be purchased by the Company pursuant to the Offer to
  Purchase (including, if less than 100%, the manner by which such
      amount has been determined pursuant to the Section of this Indenture
requiring the Offer to Purchase) (the "Purchase Amount");     

            (4) the purchase price to be paid by the Issuer for each
     $1,000 aggregate principal amount of Notes accepted for payment (as
specified pursuant to this Indenture) (the "Purchase Price"); 

            (5) that the Holder may tender all or any portion of the
       Notes registered in the name of such Holder and that any portion of a
  Note tendered must be tendered in an integral multiple of $1,000
principal amount;                                             

             (6) the place or places where Notes are to be surrendered
for tender pursuant to the Offer to Purchase;                 

              (7) that interest on any Note not tendered or tendered but
    not purchased by the Issuer pursuant to the Offer to Purchase will
continue to accrue;                                           

                (8) that on the Purchase Date the Purchase Price will become
       due and payable upon each Note being accepted for payment pursuant to
       the Offer to Purchase and that interest thereon shall cease to accrue
on and after the Purchase Date;                               

              (9) that each Holder electing to tender all or any portion
 of a Note pursuant to the Offer to Purchase will be required to
   surrender such Note at the place or places specified in the Offer
  prior to the close of business on the Expiration Date (such Note
       being, if the Issuer or the Trustee so requires, duly endorsed by, or
      accompanied by a written instrument of transfer in form satisfactory
       to the Issuer and the Trustee duly executed by, the Holder thereof or
his attorney duly authorized in writing);                     

             (10) that Holders will be entitled to withdraw all or any
portion of Notes tendered if the Issuer (or its Paying Agent) 
      receives, not later than the close of business on the fifth Business
      Day next preceding the Expiration Date, a telegram, telex, facsimile
  transmission or letter setting forth the name of the Holder, the
   principal amount of the Note the Holder tendered, the certificate
  number of the Note the Holder tendered and a statement that such
Holder is withdrawing all or a portion of his tender;         

          (11) that (a) if Notes and, in the case of an Offer to
Purchase pursuant to Section 4.05, other Senior Subordinated  
     Indebtedness in an aggregate principal amount less than or equal to
     the Purchase Amount are duly tendered and not withdrawn pursuant to
     the Offer to Purchase, the Issuer shall purchase all such Notes and
     other Senior Subordinated Indebtedness and (b) if Notes and, in the
     case of an Offer to Purchase pursuant to Section 4.05, other Senior
      Subordinated Indebtedness in an aggregate principal amount in excess
       of the Purchase Amount are tendered and not withdrawn pursuant to the
     Offer to Purchase, the Issuer shall purchase Notes and other Senior
    Subordinated Indebtedness having an aggregate principal amount (or
       the accreted value of such other Senior Subordinated Indebtedness, if
      such other Senior Subordinated Indebtedness is issued at a discount)
equal to the Purchase Amount on a pro rata basis (with such   
adjustments as may be deemed appropriate so that only Notes in
denominations of $1,000 or integral multiples thereof shall be
purchased); and                                               

               (12) that in the case of any holder whose Note is purchased
only in part, the Issuer shall execute and the Trustee shall  
     authenticate and deliver to the holder of such Note without service
charge,                                                       

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     a new Note or Notes, of any authorized denomination as requested by
such Holder, in an aggregate principal amount equal to and in 
exchange for the unpurchased portion of the Note so tendered. 

      An Offer to Purchase shall be governed by and effected in accordance
with the provisions above pertaining to any Offer.                              

"Officer" means the Chairman of the Board, the Chief Executive
Officer, any Executive Vice President, any Senior Vice President, the Chief     
Financial Officer, the Treasurer, or the Secretary of the                       

Issuer.                                                                         

     "Officers' Certificate" means a certificate, signed by two Officers
(at least one of whom shall be the Chief Financial Officer or Senior Vice       
President-Finance of the Issuer) or by an Officer and an Assistant Treasurer    
or Assistant Secretary of the Issuer, complying with Sections 13.04 and 13.05.  

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

"Participant" means any Person who has an account with DTC.   

  "Permitted Holder" means any of (i) 399 and its Related Persons,
Affiliates, and Permitted Transferees, (ii) the Management Investors and their  
Related Persons, Affiliates and Permitted Transferees, and (iii) with respect   
to the Issuer, the Company and its direct and indirect Wholly Owned             
Subsidiaries.                                                                   

     "Permitted Investments" means (i) Investments in marketable, direct
obligations issued or guaranteed by the United States of America, or any        
governmental entity or agency or political subdivision thereof (provided, that  
the good faith and credit of the United States of America is pledged in         
support thereof), maturing within one year of the date of purchase; (ii)        
Investments in commercial paper issued by corporations or financial             
institutions maturing within 180 days from the date of the original issue       
thereof, and rated 'P-1' or better by Moody's Investors Service or 'A-1' or     
better by Standard & Poor's Corporation or an equivalent rating or better by    
any other nationally recognized securities rating agency; (iii) Investments in  
certificates of deposit issued or acceptances accepted by or guaranteed by any  
bank or trust company organized under the laws of the United States of America  
or any state thereof or the District of Columbia, in each case having capital,  
surplus and undivided profits totalling more than $500,000,000, maturing        
within one year of the date of purchase; (iv) Investments representing Capital  
Stock or obligations issued to the Company or any of its Restricted             
Subsidiaries in the course of the good faith settlement of claims against any   
other Person or by reason of a composition or readjustment of debt or a         
reorganization of any debtor of the Company or any of its Restricted            
Subsidiaries; (v) deposits, including interest-bearing deposits, maintained in  
the ordinary course of business in banks; (vi) any Investment in any Person;    
provided, however, that after giving effect to any such Investment such Person  
shall become a Restricted Subsidiary of the Company or such Restricted          
Subsidiary; (vii) trade receivables and prepaid expenses, in each case arising  
in the ordinary course of business; provided, however, that such receivables    
and prepaid expenses would be recorded as assets of such Person in accordance   
with GAAP; (viii) endorsements for collection or deposit in the ordinary        
course of business by such Person of bank drafts and similar negotiable         
instruments of such other Person received as payment for ordinary course of     
business trade receivables; (ix) any interest swap or hedging obligation with   
an unaffiliated Person otherwise permitted by this Indenture; (x) Investments   
received as consideration for an Asset Disposition in compliance with Section   
4.05 hereof; (xi) loans and advances to employees made in the ordinary course   
of business; (xii) Investments the sole consideration for which consists of     
Capital Stock of the Company and (xiii) Investments in businesses               
complementary to the businesses of the Company or any of its Restricted         
Subsidiaries in an amount not to exceed $5.0 million outstanding at any one     
time.                                                                           

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"Permitted Junior Securities" means (i) Qualified Stock of the
Issuer, (ii) securities of the Issuer or any other corporation authorized by    
an order or decree giving effect, and stating in such order or decree that      
effect is given, to the subordination of such securities to the Senior Debt of  
the Issuer, and made by a court of competent jurisdiction in a reorganization   
proceeding under any applicable bankruptcy, insolvency or other similar law,    
or (iii) any securities of the Issuer provided for by a plan of reorganization  
or readjustment that are subordinated in right of payment to all Senior Debt    
of the Issuer that may at the time be outstanding to substantially the same     
extent as, or to a greater extent than, the Notes are subordinated as provided  
in this Indenture.                                                              

  "Permitted Transferee" means, (a) with respect to any Management
Investor (i) any spouse or lineal descendant (including by adoption and         
stepchildren) of such Management Investor and (ii) any trust, corporation or    
partnership, the beneficiaries, stockholders or partners of which consist       
entirely of one or more Management Investors or individuals described in        
clause (a)(i) above and (b) with respect to 399 (i) Citicorp and any direct or  
indirect Wholly Owned Subsidiary of Citicorp and any officer, director or       
employee of 399, Citicorp or any Wholly Owned Subsidiary of Citicorp, (ii) any  
spouse or lineal descendant (including by adoption and stepchildren) of the     
officers, directors and employees referred to in clause (b)(i) above and (iii)  
any trust, corporation or partnership 100% in interest of the beneficiaries,    
stockholders or partners of which consists of one or more of the persons        
described in clause (b)(i) or (ii) above.                                       

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

   "Preferred Stock", as applied to the Capital Stock of any Person,
means Capital Stock of such Person of any class or classes (however             
designated) that ranks prior, as to the payment of dividends or as to the       
distribution of assets upon any voluntary or involuntary liquidation,           
dissolution or winding up of such Person, to shares of Capital Stock of any     
other class of such Person.                                                     

       "Principal" of any Note means principal of, and premium, if any, with
respect to, such Note.                                                          

"Prospectus" means the Prospectus included in the Registration
Statement on Form S-2 relating to the offer and sale of the Notes filed by the  
Issuer with the Commission on [ ], 1998.                                        

   "Public Equity Offering" means an underwritten public offering of
Common Stock of the Issuer or the Company pursuant to an effective              
registration statement filed under the Securities Act (excluding any            
registration statements filed on Form S-8 or any successor form); provided,     
however, that in the event of a Public Equity Offering by the Company, the      
Company contributes to the capital of the Issuer the portion of the net cash    
proceeds of such Public Equity Offering necessary to pay the aggregate          
redemption price (plus accrued interest to the redemption date) of the Notes    
to be redeemed, if any, pursuant to paragraph 5 of the Notes at the option of   
the Company.                                                                    

       "Purchase Date" has the meaning set forth in the definition of "Offer
to Purchase."                                                                   

    "Qualified Stock" means any Capital Stock of any Person other than
Disqualified Stock.                                                             

    "Refinance" means refinance, renew, extend, replace or refund; and
"Refinancing" and "Refinanced" have correlative meanings.                       

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   "Related Person" of any Person means any other Person directly or
indirectly owning (a) 5% or more of the outstanding Common Stock of such        
Person (or, in the case of a Person that is not a corporation, 5% or more of    
the equity interest in such Person) or (b) 5% or more of the combined voting    
power of the Voting Stock of such Person.                                       

   "Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary and includes all of the Subsidiaries of the     
Company existing on the Issue Date (including without reservation, the          
Issuer).                                                                        

    "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations promulgated by the Commission thereunder.             

     "Senior Debt" means, with respect to any Person at any date, (i) in
the case of the Company or the Guarantors, all Indebtedness under the Credit    
Agreement, including principal, premium, if any, and interest on such           
Indebtedness and all other amounts due on or in connection with such            
Indebtedness including all charges, fees and expenses, (ii) all other           
Indebtedness of such Person for borrowed money, including principal, premium,   
if any, and interest on such Indebtedness, unless the instrument under which    
such Indebtedness for money borrowed is created, incurred, assumed or           
guaranteed expressly provides that such Indebtedness for money borrowed is not  
senior or superior in right of payment to the Notes, and all renewals,          
extensions, modifications, amendments or refinancing thereof and (iii) all      
interest on any Indebtedness referred to in clauses (i) and (ii) accruing       
during the pendency of any bankruptcy or insolvency proceeding, whether or not  
allowed thereunder. Notwithstanding the foregoing, Senior Debt shall not        
include (a) Indebtedness which is pursuant to its terms or any agreement        
relating thereto or by operation of law subordinated or junior in right of      
payment or otherwise to any other Indebtedness of such Person; provided,        
however, that no Indebtedness shall be deemed to be subordinate or junior in    
right of payment or otherwise to any other Indebtedness of a Person solely by   
reason of such other Indebtedness being secured and such Indebtedness not       
being secured, (b) the Notes, (c) any Indebtedness of such Person to any of     
their Subsidiaries, (d) any Indebtedness which, when Incurred and without       
respect to any election under Section 1111(b) of the Bankruptcy Code, is        
without recourse to the Company and (e) to the extent that it may constitute    
Indebtedness, any obligations in respect of any trade payable Incurred for the  
purchase of goods or materials, or for services, obtained, in the ordinary      
course of business.                                                             

  "Senior Subordinated Indebtedness" means the Notes and any other
Indebtedness of the Issuer that specifically provides that such Indebtedness    
is to rank pari passu in right of payment with the Notes and is not             
subordinated by its terms in right of payment to any Indebtedness or other      
obligation of the Issuer which is not Senior Debt.                              

"Subordinated Indebtedness" means any Indebtedness (whether   
outstanding on the date hereof or hereafter Incurred) which is by its terms     
expressly subordinate or junior in right of payment to (i) the Notes, with      
respect to Indebtedness of the Issuer, and (ii) the Guarantees with respect to  
Indebtedness of a Guarantor.                                                    

     "Subsidiary" of any Person means (i) a corporation more than 50% of
the outstanding Voting Stock of which is owned, directly or indirectly, by      
such Person or by one or more other Subsidiaries of such Person or by such      
Person and one or more other Subsidiaries thereof or (ii) any other Person      
(other than a corporation) in which such Person, or one or more other           
Subsidiaries of such Person or such Person and one or more other Subsidiaries   
thereof, directly or indirectly, has at least a majority ownership and voting   
power relating to the policies, management and affairs thereof.                 

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  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code ss.ss.
77aaa-77bbbb), as in effect on the date of this Indenture, except as provided   
in Section 10.03.                                                               

"Treasury Rate" means the yield to maturity at the time of    
computation of United States Treasury securities with a constant maturity (as   
compiled and published in the most recent Federal Reserve Statistical Release   
H.15(519) which has become publicly available at least two Business Days prior  
to the date fixed for redemption (or, if such Statistical Release is no longer  
published, any publicly available source of similar market data)) most nearly   
equal to the period from the date fixed for redemption to [ ], 2003; provided,  
however, that if the period from the date fixed for redemption to [ ], 2003 is  
not equal to the constant maturity of a United States Treasury security for     
which a weekly average yield is given, the Treasury Rate shall be obtained by   
linear interpolation calculated to the nearest one-twelfth of a year) from the  
weekly average yields of United States Treasury securities for which such       
yields are given, except that if the period from the date fixed for redemption  
to [ ], 2003 is less than one year, the weekly average yield on actually        
traded United States Treasury securities adjusted to a constant maturity of     
one year shall be used.                                                         

"Trust Officer" means any officer within the corporate trust  
department (or any successor group) of the Trustee including any vice           
president, assistant vice president, assistant secretary, treasurer or          
assistant treasurer or any other officer or assistant officer of the Trustee    
customarily performing functions similar to those performed by the persons who  
at that time shall be such officers, and also means, with respect to a          
particular corporate trust matter, any other officer to whom such trust matter  
is referred because of his knowledge of and familiarity with the particular     
subject.                                                                        

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

   "Unrestricted Subsidiary" means (i) any Subsidiary of the Company
(other than the Issuer) formed or acquired after the Issue Date that at the     
time of determination is designated an Unrestricted Subsidiary by the Board of  
Directors in the manner provided below and (ii) any Subsidiary of an            
Unrestricted Subsidiary. Any such designation by the Board of Directors will    
be evidenced to the Trustee by promptly filing with the Trustee a copy of the   
board resolution giving effect to such designation and an officers'             
certificate certifying that such designation complied with the foregoing        
provisions. The Board of Directors of the Company may not designate any         
Subsidiary of the Company to be an Unrestricted Subsidiary if, after such       
designation, (a) the Company or any other Restricted Subsidiary (i) provides    
credit support for, or a guarantee of, any Indebtedness of such Subsidiary      
(including any undertaking, agreement or instrument evidencing such             
Indebtedness) or (ii) is directly or indirectly liable for any Indebtedness of  
such Subsidiary, (b) a default with respect to any Indebtedness of such         
Subsidiary (including any right which the holders thereof may have to take      
enforcement action against such Subsidiary) would permit (upon notice, lapse    
of time or both) any holder of any other Indebtedness of the Company or any     
Restricted Subsidiary to declare a default on such other Indebtedness or cause  
the payment thereof to be accelerated or payable prior to its final scheduled   
maturity or (c) such Subsidiary owns any Capital Stock of, or owns or holds     
any Lien on any property of, any Restricted Subsidiary which is not a           
Subsidiary of the Subsidiary to be so designated.                               

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     "Voting Stock" of any Person means the Capital Stock of such Person
which ordinarily has voting power for the election of directors (or persons     
performing similar functions) of such Person, whether at all times or only so   
long as no senior class of securities has such voting power by reason of any    
contingency.                                                                    

       "Wholly Owned 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 Subsidiaries of such     
Person or by such Person and one or more Wholly Owned Subsidiaries of such      
Person.                                                                         

SECTION 1.02.       Other Definitions.                                          

         Term                                                 Defined in Section
         ----                                                 ------------------

  "Bankruptcy Law".....................................       6.01
  "Change of Control"..................................       4.14
  "Custodian"..........................................       6.01
  "Event of Default"...................................       6.01
   "Funding Guarantor"..................................       11.05
  "Global Notes".......................................       2.01
      "Guarantor Blockage Period"..........................       12.02(a)
      "Guarantor Note Payment".............................       12.02(a)
      "Guarantor Payment Blockage Notice"..................       12.02(a)
     "Note Payment".......................................       8.02(a)
  "Paying Agent".......................................       2.03
     "Payment Blockage Notice"............................       8.02(a)
     "Payment Blockage Period"............................       8.02(a)
     "Physical Notes".....................................       2.06(a)
  "Registrar"..........................................       2.03
  "Required Filing Dates"..............................       4.12
  "United States Government Obligation"................       9.01

SECTION 1.03.       Incorporation by Reference of Trust Indenture Act.          

Whenever this Indenture refers to a provision of the TIA, the 
provision is incorporated by reference in and made a part of this Indenture.    
The following TIA terms used in this Indenture have the following meanings:     

"Commission" means the Securities and Exchange Commission.    

"indenture securities" means the Notes.                       

"indenture security holder" means a Holder or Noteholder.     

"indenture to be qualified" means this Indenture.             

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

     "obligor" on the indenture securities means the Issuer or any other
obligor on the Notes.                                                           

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    All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule  
and not otherwise defined herein have the meanings assigned to them therein.    

SECTION 1.04.       Rules of Construction.                                      

Unless the context otherwise requires:                        

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

                (2) an accounting term not otherwise defined has the meaning
 assigned to it in accordance with generally accepted accounting
    principles in effect from time to time, and any other reference in
     this Indenture to "generally accepted accounting principles" refers
to GAAP;                                                      

(3) "or" is not exclusive;                  

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

          (5) Section and Article references are to sections and
articles of this Indenture;                                   

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

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

ARTICLE TWO 

THE NOTES 

SECTION 2.01.       Form and Dating.                                            

      The Notes will be issued in the form of one or more fully registered
Global Notes (the "Global Notes") substantially in the form of Exhibit A that   
will be deposited with, or on behalf of, DTC, as depositary, and registered in  
the name of Cede & Co., DTC's nominee. Except as set forth below, the Global    
Notes may be transferred, in whole and not in part, only to another nominee of  
DTC or to a successor of the DTC or its nominee. The aggregate principal        
amount of each of the Global Notes may from time to time be increased or        
decreased by adjustments made on the records of the Trustee as hereinafter      
provided.                                                                       

   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 and transfers of interests       
therein in accordance with the terms of this Indenture. Any endorsement of a    
Global Note to reflect the amount of any increase or decrease in the principal  
amount of outstanding Notes represented thereby shall be made by the Trustee    
in accordance with instructions given by the Holder thereof as required by      
Section 2.06.                                                                   

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    Upon the issuance of the Global Notes to DTC, DTC shall credit, on
its internal book-entry registration and transfer system, its Participants'     
accounts with the respective interests owned by such Participants. Interests    
in the Global Notes shall be limited to Participants, including Euroclear and   
Cedel, and indirect Participants.                                               

The Participants shall not have any rights either under this  
Indenture or under any Global Note with respect to such Global Note held on     
their behalf by DTC, and DTC may be treated by the Issuer, the Trustee and any  
agent of the Issuer or the Trustee as the absolute owner of such Global Note    
for the purpose of receiving payment of or on account of the principal of and,  
subject to the provisions of this Indenture, interest on the Global Notes and   
for all other purposes. Notwithstanding the foregoing, nothing herein shall     
prevent the Issuer, the Trustee or any agent of the Issuer or the Trustee from  
giving effect to any written certification, proxy or other authorization        
furnished by DTC or impair, as between DTC and its Participants, the operation  
of customary practices of DTC governing the exercise of the rights of an owner  
of a beneficial interest in any Global Note.                                    

       The provisions of the "Operating Procedures of the Euroclear System,"
"Terms and Conditions Governing Use of Euroclear," the "General Terms and       
Conditions of Cedel Bank" and "Customer Handbook" of Cedel, and successor       
provisions, shall be applicable to interests in the Global Note that are held   
by the Participants through Euroclear or Cedel.                                 

       The provisions of the form of Notes contained in Exhibit A hereto are
incorporated herein by reference. The Notes and the Trustee's Certificates of   
Authentication shall be substantially in the form of Exhibit A hereto. The      
Notes may have notations, legends or endorsements required by law, stock        
exchange rule or usage. The Issuer shall approve the form of the Notes and any  
notation, legend or endorsement (including notations relating to the            
Guarantee) on them. If required, the Notes shall bear the appropriate legend    
regarding original issue discount for federal income tax purposes. Each Note    
shall be dated the date of its authentication. The terms and provisions         
contained in the Notes shall constitute, and are hereby expressly made, a part  
of this Indenture.                                                              

SECTION 2.02.       Execution and Authentication.                               

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

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

      A Note shall not be valid until an authorized officer of the Trustee
manually signs the certificate of authentication on the Note. The signature     
shall be conclusive evidence that the Note has been authenticated under this    
Indenture.                                                                      

The Trustee shall authenticate Notes for original issue in the
aggregate principal amount of up to $200,000,000 in one or more series upon a   
written order signed by an Officer of the Issuer. The order shall specify the   
amount of Notes to be authenticated and the date on which the original issue    
of Notes is to be authenticated. The order shall also provide instructions      
concerning registration, amounts for each Holder and delivery. The aggregate    
principal amount of Notes outstanding at any time may not exceed $200,000,000   
except as provided in Section 2.07. The Notes shall be issued only in           
registered form, without coupons and only in denominations of $1,000 and any    
integral multiple thereof.                                                      

In the event that the Issuer shall issue and the Trustee shall
authenticate any Notes issued under this Indenture subsequent to the Issue      
Date pursuant to the first sentence of the immediately preceding paragraph,     
the Issuer shall use its best efforts to obtain the same "CUSIP" number for     
such Notes as is printed on the Notes out-                                      

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standing at such time; provided, however, that if any series of Notes issued    
under this Indenture subsequent to the Issue Date is determined, pursuant to    
an Opinion of Counsel of the Issuer in a form reasonably satisfactory to the    
Trustee to be a different class of security than the Notes outstanding at such  
time for federal income tax purposes, the Issuer may obtain a "CUSIP" number    
for such Notes that is different than the "CUSIP" number printed on the Notes   
then outstanding. Notwithstanding the foregoing, all Notes issued under this    
Indenture shall vote and consent together on all matters as one class and no    
series of Notes will have the right to vote or consent as a separate class on   
any matter.                                                                     

SECTION 2.03.       Registrar and Paying Agent.                                 

  The Issuer shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an     
office or agency where Notes may be presented for payment ("Paying Agent").     
The Issuer may have one or more co-Registrars and one or more additional        
paying agents. The term "Paying Agent" includes any additional paying agent.    

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

   The Issuer initially appoints the Trustee as Registrar and Paying
Agent. The Issuer shall give written notice to the Trustee in the event that    
the Issuer decides to act as Registrar. None of the Issuer, its Subsidiaries    
or any of their Affiliates may act as Paying Agent.                             

SECTION 2.04.       Paying Agent To Hold Money in Trust.                        

   The Issuer shall require each Paying Agent to agree in writing to
hold in trust for the benefit of Noteholders or the Trustee all money held by   
the Paying Agent for the payment of principal of or interest on the Notes       
(whether such money has been paid to it by the Issuer or any other obligor on   
the Notes), and the Issuer and the Paying Agent shall each notify the Trustee   
in writing of any default by the Issuer (or any other obligor on the Notes) in  
making any such payment. The Issuer at any time may require a Paying Agent to   
pay all money held by it to the Trustee and account for any funds disbursed     
and the Trustee may at any time during the continuance of any payment default,  
upon written request to a Paying Agent, require such Paying Agent to pay all    
money held by it to the Trustee and to account for any funds disbursed. Upon    
making such payment the Paying Agent shall have no further liability for the    
money delivered to the Trustee.                                                 

SECTION 2.05.       Noteholder Lists.                                           

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

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SECTION 2.06.       Transfer and Exchange.                                      

   (a) Transfer and Exchange of Global Notes. Transfer of the Global
Notes shall be by delivery. Global Notes will be exchanged by the Issuer for    
Physical Notes only (i) if DTC notifies the Issuer that it is unwilling or      
unable to continue to act as depositary with respect to the Global Notes or     
ceases to be a clearing agency registered under the Exchange Act and, in        
either case, a successor depositary registered as a clearing agency under the   
Exchange Act is not appointed by the Issuer within 120 days, (ii) at any time   
if the Issuer in its sole discretion determines that the Global Notes (in       
whole but not in part) should be exchanged for Notes in certificated form       
("Physical Notes") or (iii) if the owner of an interest in the Global Notes     
requests such Physical Notes, following an Event of Default under this          
Indenture, in a writing delivered through DTC to the Trustee.                   

    Upon the occurrence of any of the events specified in the previous
paragraph, Physical Notes shall be issued in such names as DTC shall instruct   
the Trustee in writing and the Trustee shall cause the aggregate principal      
amount of the applicable Global Note to be reduced accordingly and direct DTC   
to make a corresponding reduction in its book-entry system. The Issuer shall    
execute and the Trustee shall authenticate and make available for delivery to   
the Person designated in the instructions a Physical Note in the appropriate    
principal amount. The Trustee shall make available for delivery such Physical   
Notes to the Persons in whose names such Notes are so registered. Global Notes  
may also be exchanged or replaced, in whole or in part, as provided in          
Sections 2.07 and 2.10. Every Note authenticated and made available for         
delivery in exchange for, or in lieu of, a Global Note or any portion thereof,  
pursuant to Section 2.07 or 2.10, shall be authenticated and made available     
for delivery 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).                                                                        

      (b) Transfer and Exchange of Interests in Global Notes. The transfer
and exchange of interests in Global Notes shall be effected through DTC, in     
accordance with this Indenture and the procedures of DTC therefor. The Trustee  
shall have no obligation to ascertain DTC's compliance with any such            
restrictions on transfer. In connection with all transfers and exchanges of     
interests in Global Notes (other than transfers of interests in a Global Note   
to Persons who take delivery thereof in the form of an interest in the same     
Global Note), the transferor of such interest must deliver to the Registrar     
(1) instructions given in accordance with the Applicable Procedures from a      
Participant or an indirect Participant directing DTC to credit or cause to be   
credited an interest in the specified Global Note in an amount equal to the     
interest to be transferred or exchanged, (2) a written order given in           
accordance with the Applicable Procedures containing information regarding the  
Participant account to be credited with such increase and (3) instructions      
given by the Holder of the Global Note to effect the transfer referred to in    
(1) and (2) above.                                                              

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

      "UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES
      IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION 
    ("DTC"), TO A NOMINEE OF DTC, OR BY ANY SUCH NOMINEE OF DTC, OR BY
DTC TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR  
   DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
     REPRESENTATIVE OF DTC, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
 OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS 
   REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT
HEREON IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS RE-

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       QUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE
   OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
      WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.                                              

 "TRANSFERS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS IN
     WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR
       THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
       GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN SECTION 2.06 OF THE INDENTURE." 

     (d) Cancellation and/or Adjustment of Global Notes. At such time as
all interests in the Global Notes have been exchanged for Physical Notes, all   
Global Notes shall be returned to or retained and canceled by the Trustee in    
accordance with Section 2.11 hereof. At any time prior to such cancellation,    
if any interest in a Global Note is exchanged for an interest in another        
Global Note or for Physical 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 to reflect such reduction.            

  (e)  General Provisions Relating to All Transfers and Exchanges.

       (i) To permit registrations of transfers and exchanges, the
      Issuer shall execute and the Trustee shall authenticate Global Notes
     and Physical Notes upon a written order signed by an Officer of the
Issuer or at the Registrar's request.                         

    (ii) No service charge shall be made to a Holder for any
  registration of transfer or exchange, but the Issuer may require
   payment of a sum sufficient to cover any stamp or transfer tax or
    similar governmental charge payable in connection therewith (other
      than any such stamp or transfer taxes or similar governmental charge
    payable upon exchange or transfer pursuant to Sections 2.10, 3.06,
4.05, 4.14 and 10.05 hereof).                                 

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

           (iv) The Issuer shall not be required (A) to issue, to register
       the transfer of or to exchange Notes during a period beginning at the
     opening of 15 Business Days before the day of any mailing of notice
      of redemption of Notes under Section 3.02 and ending at the close of
      business on the day of such mailing, (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.  

           (v) Prior to due presentment for the registration of a transfer
  of any Note , the Trustee, any Agent and the Issuer 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 Issuer shall be affected by notice to
the contrary.                                                 

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

SECTION 2.07.       Replacement Notes.                                          

       If a mutilated Note is surrendered to the Trustee or if the Holder of
a Note claims that the Note has been lost, destroyed or wrongfully taken, the   
Issuer shall issue and the Trustee shall authenticate a replacement Note if     
the Trustee's requirements are met. The Holder shall provide an indemnity bond  
in an amount sufficient in the judgment of the Issuer and the Trustee to        
protect the Issuer, the Trustee or any Agent from any loss which any of them    
may suffer if a Note is replaced may be required by the Trustee or the Issuer.  
The Issuer and the Trustee each may charge such Holder for its expenses in      
replacing such Note .                                                           

   Every replacement Note is an additional obligation of the Issuer.

SECTION 2.08.       Outstanding Notes.                                          

Notes outstanding at any time are all Notes that have been    
authenticated by the Trustee except for those canceled by it, those delivered   
to it for cancellation and those described in this Section as not outstanding.  
A Note does not cease to be outstanding because the Issuer or one of its        
Affiliates 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 bona fide purchaser.                                 

       If the Paying Agent holds on a redemption date or Maturity Date money
sufficient to pay the principal of, and interest on Notes payable on that       
date, then on and after that date such Notes cease to be outstanding and        
interest on them ceases to accrue.                                              

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 Issuer, any of its Subsidiaries or any of their respective Affiliates       
shall be disregarded, 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 actually knows are so owned shall be so    
disregarded.                                                                    

     The Trustee may require an Officers' Certificate listing securities
owned by the Issuer, any of its Subsidiaries or any of their respective         
Affiliates.                                                                     

SECTION 2.10.       Temporary Notes.                                            

       Until definitive Notes are ready for delivery, the Issuer may prepare
and the Trustee shall authenticate temporary Notes. Temporary Notes shall be    
substantially in the form of definitive Notes but may have variations that the  
Issuer considers appropriate for temporary Notes. Without unreasonable delay,   
the Issuer shall                                                                

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prepare and the Trustee shall authenticate definitive Notes in exchange for     
temporary Notes. Until such exchange, temporary Notes shall be entitled to the  
same rights, benefits and privileges as definitive Notes.                       

SECTION 2.11.       Cancellation.                                               

The Issuer at any time may deliver Notes to the Trustee for   
cancellation. The Registrar and the Paying Agent shall forward to the Trustee   
any Notes surrendered to them for transfer, exchange or payment. The Trustee    
and no one else shall cancel all Notes surrendered for transfer, exchange,      
payment or cancellation. The Issuer may not issue new Notes to replace,         
reissue or resell Notes which the Issuer has redeemed, paid, purchased on the   
open market or otherwise, or otherwise acquired or have been delivered to the   
Trustee for cancellation. The Trustee (subject to the record-retention          
requirements of the Exchange Act) may, but shall not be required to, destroy    
canceled Notes.                                                                 

SECTION 2.12.       Defaulted Interest.                                         

  If the Issuer defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus any interest payable on the defaulted    
interest pursuant to Section 4.01 hereof, to the persons who are Noteholders    
on a subsequent special record date, and such term, as used in this Section     
2.12 with respect to the payment of any defaulted interest, shall mean the      
fifteenth day next preceding the date fixed by the Issuer for the payment of    
defaulted interest, whether or not such day is a Business Day. At least 30      
days before such special record date, the Issuer shall mail to each Noteholder  
and to the Trustee a notice that states such special record date, the payment   
date and the amount of defaulted interest to be paid.                           

SECTION 2.13.       CUSIP or CINS Number.                                       

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

SECTION 2.14.       Payments of Interest.                                       

   (a) The Holder of a Physical Note at the close of business on the
regular record date with respect to any Interest Payment Date shall be          
entitled to receive the interest payable on such Interest Payment Date          
notwithstanding any transfer or exchange of such Physical Note subsequent to    
the regular record date and prior to such Interest Payment Date, except if and  
to the extent the Issuer shall default in the payment of the interest due on    
such Interest Payment Date, in which case such defaulted interest shall be      
paid in accordance with Section 2.12; and in the event of an exchange of a      
Physical Note for a beneficial interest in any Global Note subsequent to a      
regular record date or any special record date and prior to or on the related   
Interest Payment Date or other payment date under Section 2.12, any payment of  
the interest payable on such payment date with respect to any such Physical     
Note shall be made to the Person in whose name such Physical Note was           
registered on such record date. Payments of interest on the Global Notes will   
be made on each Interest Payment Date to the Holder of the Global Note on the   
record date with respect thereto; provided, however, that, in the event of an   
exchange of all or a portion of a Global Note for a Physical Note subsequent    
to the regular record date or any special record date and prior to or on the    
related Interest Payment Date or other payment date under Section 2.12, any     
payment of                                                                      

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interest payable on such Interest Payment Date or other payment date with       
respect to the Physical Note shall be made to the Holder of the Global Note as  
of the applicable record date.                                                  

  (b) Subject to Section 4.01, interest shall be paid to DTC, with
respect to any Global Note held by DTC, on the applicable Interest Payment      
Date in accordance with instructions received from DTC at least five Business   
Days before the applicable Interest Payment Date.                               

ARTICLE THREE 

REDEMPTION  

SECTION 3.01.       Notices to Trustee.                                         

     If the Issuer elects to redeem Notes pursuant to paragraph 5 of the
Notes at the applicable redemption price set forth thereon, it shall notify     
the Trustee in writing of the redemption date and the principal amount of       
Notes to be redeemed.                                                           

       The Issuer shall give the notice provided for in this Section 3.01 at
least 45 days before the redemption date (unless a shorter notice shall be      
agreed to by the Trustee in writing) but not more than 60 days before the       
redemption date, together with an Officers' Certificate stating that such       
redemption will comply with the conditions contained herein.                    

SECTION 3.02.       Selection of Notes To Be Redeemed.                          

If less than all of the Notes are to be redeemed pursuant to  
paragraph 5 thereof, the Trustee shall select the Notes to be redeemed pro      
rata or by lot or in such other manner as the Trustee shall deem appropriate    
and fair. The Trustee shall make the selection from the Notes then              
outstanding, subject to redemption and not previously called for redemption.    
The Trustee may select for redemption portions (equal to $1,000 or any          
integral multiple thereof) of the principal of Notes that have denominations    
larger than $1,000. Provisions of this Indenture that apply to Notes called     
for redemption also apply to portions of Notes called for redemption.           

SECTION 3.03.       Notice of Redemption.                                       

      At least 30 days but not more than 60 days before a redemption date,
the Issuer shall mail a notice of redemption by first class mail to each        
Holder whose Notes are to be redeemed.                                          

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

(1) the redemption date;                    

(2) the redemption price;                   

   (3) the CUSIP number (subject to Section 2.13);

             (4) the name and address of the Paying Agent to which the
Notes are to be surrendered for redemption;                   

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

      (6) that, unless the Issuer defaults in making the
       redemption payment, interest on Notes called for redemption ceases to
      accrue on and after the redemption date and the only remaining right
   of the Holders is to receive payment of the redemption price upon
surrender to the Paying Agent; and                            

              (7) in the case of a redemption pursuant to paragraph 5(a)
 or (b) of the Notes, if any Note is being redeemed in part, the
       portion of the principal amount of such Note to be redeemed and that,
     after the redemption date, upon surrender of such Note , a new Note
      or Notes in principal amount equal to the unredeemed portion thereof
will be issued.                                               

At the Issuer's request, the Trustee shall give the notice of 
redemption on behalf of the Issuer, in the Issuer's name and at the Issuer's    
expense.                                                                        

SECTION 3.04.       Effect of Notice of Redemption.                             

    Once a notice of redemption is mailed, Notes called for redemption
become due and payable on the redemption date and at the redemption price.      
Upon surrender to the Paying Agent, such Notes shall be paid at the redemption  
price, plus accrued interest thereon to the redemption date, but interest       
installments whose maturity is on or prior to such redemption date shall be     
payable to the Holders of record at the close of business on the relevant       
record dates referred to in the Notes. The Trustee shall not be required to     
(i) issue, authenticate, register the transfer of or exchange any Note during   
a period beginning 15 days before the date a notice of redemption is mailed     
and ending at the close of business on the date the redemption notice is        
mailed, or (ii) register the transfer or exchange of any Note so selected for   
redemption in whole or in part, except the unredeemed portion of any Note       
being redeemed in part.                                                         

SECTION 3.05.       Deposit of Redemption Price.                                

      Prior to 10:00 a.m. on the redemption date, the Issuer shall deposit
with the Paying Agent money sufficient to pay the redemption price of and       
accrued interest on all Notes to be redeemed on that date other than Notes or   
portions thereof called for redemption on that date which have been delivered   
by the Issuer to the Trustee for cancellation.                                  

SECTION 3.06.       Notes Redeemed in Part.                                     

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

ARTICLE FOUR  

COVENANTS 

SECTION 4.01.       Payment of Notes.                                           

    The Issuer shall pay the principal of and interest on the Notes in
the manner provided in the Notes. An installment of principal or interest       
shall be considered paid on the date due if the Trustee or Paying Agent holds   

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on that date money designated for and sufficient to pay the installment in      
full and is not prohibited from paying such money to the Holders of the Notes   
pursuant to the terms of this Indenture.                                        

     The Issuer shall pay interest on overdue principal at the same rate
per annum borne by the Notes. The Issuer shall pay interest on overdue          
installments of interest at the same rate per annum borne by the Notes, to the  
extent lawful.                                                                  

SECTION 4.02.       Maintenance of Office or Agency.                            

    The Issuer shall maintain in the Borough of Manhattan, The City of
New York, an office or agency where Notes may be surrendered for registration   
of transfer or exchange or for presentation for payment and where notices and   
demands to or upon the Issuer in respect of the Notes and this Indenture may    
be served. The Issuer 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 Issuer 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     
address of the Trustee set forth in Section 13.02.                              

   The Issuer 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 Issuer of its obligation to maintain an office or agency in the     
Borough of Manhattan, The City of New York, for such purposes. The Issuer       
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 Issuer hereby designates the principal Corporate Trust Office of
the Trustee as one such office or agency of the Issuer in accordance with       
Section 2.03.                                                                   

SECTION 4.03.       Limitation on Transactions with Affiliates and Related      
Persons.                                

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, enter into directly or indirectly any transaction with any of  
their respective Affiliates or Related Persons (other than the Company or a     
Restricted Subsidiary of the Company), including, without limitation, the       
purchase, sale, lease or exchange of property, the rendering of any service,    
or the making of any guarantee, loan, advance or Investment, either directly    
or indirectly, involving aggregate consideration in excess of $5.0 million      
unless a majority of the disinterested directors of the Board of Directors of   
the Company determines, in its good faith judgment evidenced by a resolution    
of such Board of Directors filed with the Trustee, that the terms of such       
transaction are at least as favorable as the terms that could be obtained by    
the Company or such Restricted Subsidiary, as the case may be, in a comparable  
transaction made on an arms-length basis between unaffiliated parties;          
provided, however, that if the aggregate consideration is in excess of $10.0    
million the Company shall also obtain, prior to the consummation of the         
transaction, the favorable opinion as to the fairness of the transaction to     
the Company or such Restricted Subsidiary, from a financial point of view from  
an independent financial advisor. The provisions of this Section 4.03 shall     
not apply to (i) transactions permitted by Section 4.06 hereof, (ii)            
reasonable fees and compensation paid to, and indemnity provided on behalf of,  
officers, directors and employees of the Company and its Restricted             
Subsidiaries as determined in good faith by the Board of Directors of the       
Company, (iii) loans to employees in the ordinary course of business which are  
approved in good faith by the Board of Directors of the Company, (iv)           
transactions exclusively between or among the Issuer and the Guarantors or      
exclusively between or among such Guarantors, provided such transactions are    
not otherwise prohibited by this Indenture and (v) any                          

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transactions undertaken pursuant to contractual obligations or rights in        
existence on the Issue Date (as in effect on the Issue Date).                   

SECTION 4.04.       Limitation on Indebtedness.                                 

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness (including      
Acquired Indebtedness), except:                                                 

(i) Indebtedness of the Company or any of its Restricted
       Subsidiaries, if immediately after giving effect to the Incurrence of
       such Indebtedness and the receipt and application of the net proceeds
      thereof, the Consolidated Coverage Ratio of the Company for the four
full fiscal quarters for which quarterly or annual financial  
statements are available next preceding the Incurrence of such
  Indebtedness, calculated on a pro forma basis in accordance with
      Article 11 of Regulation S-X under the Securities Act of 1933 or any
      successor provision as if such Indebtedness had been Incurred on the
    first day of such four full fiscal quarters, would be greater than
        1.75 to 1.00 if such proposed Incurrence is on or prior to [   ], 1999
and greater than 2.00 to 1.00 if such proposed Incurrence is  
thereafter;                                                   

         (ii) Indebtedness of the Company and its Restricted Subsidiaries,
   Incurred under the Credit Agreement in an aggregate amount not to
    exceed the greater of (a) $25.0 million and (b) an amount equal to
       the sum of (x) 85% of the total book value of the accounts receivable
   of the Company and its Restricted Subsidiaries and (y) 50% of the
 total book value of inventory of the Company and its Restricted
      Subsidiaries, in each case as reflected on the Company's most recent
    consolidated financial statements prepared in accordance with GAAP
(it being understood that the amount Incurred under the Credit
   Agreement may be increased as a result of the operation of clause
(xi) below);                                                  

        (iii) Indebtedness owed by the Company to any direct or indirect
  Wholly Owned Subsidiary of the Company or Indebtedness owed by a
direct or indirect Restricted Subsidiary of the Company to the
  Company or any direct or indirect Wholly Owned Subsidiary of the
   Company; provided, however, upon either (I) the transfer or other
       disposition by such direct or indirect Wholly Owned Subsidiary or the
       Company of any Indebtedness so permitted under this clause (iii) to a
    Person other than the Company or another direct or indirect Wholly
  Owned Subsidiary of the Company or (II) the issuance (other than
       directors' qualifying shares), sale, transfer or other disposition of
    shares of Capital Stock or other ownership interests (including by
  consolidation or merger) of such direct or indirect Wholly Owned
      Subsidiary to a Person other than the Company or another such Wholly
     Owned Subsidiary of the Company the provisions of this clause (iii)
shall no longer be applicable to such Indebtedness and such   
       Indebtedness shall be deemed to have been Incurred at the time of any
     such issuance, sale, transfer or other disposition, as the case may
be;                                                           

     (iv) Indebtedness of the Company or any Restricted Subsidiary
  under any interest rate or other similar agreement to the extent
       entered into to hedge any other Indebtedness permitted to be Incurred
under this Indenture (including the Notes);                   

          (v) Indebtedness of the Issuer under the Notes issued on the Issue
Date and Indebtedness outstanding on the Issue Date;          

(vi) Indebtedness Incurred to Refinance any Indebtedness
    outstanding on the Issue Date, any Indebtedness Incurred under the
   prior clause (i) above or the Notes and the Guarantees; provided,
   however, that (I) such Indebtedness does not exceed the principal
       amount (or accreted value, if less) of the Indebtedness so Refinanced
       plus the amount of any premium required to be paid in connection with

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  such Refinancing pursuant to the terms of the Indebtedness being
      Refinanced or the amount of any premium reasonably determined by the
issuer of such Indebtedness as necessary to accomplish such   
      Refinancing by means of a tender offer, exchange offer, or privately
    negotiated repurchase, plus the expenses of such issuer reasonably
 Incurred in connection therewith and (II)(A) in the case of any
     Refinancing of Indebtedness that is pari passu with the Notes, such
    Refinancing Indebtedness is made pari passu with or subordinate in
       right of payment to the Notes, and, in the case of any Refinancing of
    Indebtedness that is subordinate in right of payment to the Notes,
     such Refinancing Indebtedness is subordinate in right of payment to
the Notes on terms no less favorable to the Holders than those
     contained in the Indebtedness being Refinanced, (B) in either case,
   the Refinancing Indebtedness by its terms, or by the terms of any
agreement or instrument pursuant to which such Indebtedness is
       issued, does not have an Average Life that is less than the remaining
Average Life of the Indebtedness being Refinanced and does not
   require redemption or other retirement (including pursuant to any
      required offer to purchase to be made by the Company or a Restricted
      Subsidiary) of such Indebtedness at the option of the holder thereof
prior to the final stated maturity of the Indebtedness being  
       Refinanced, other than a redemption or other retirement at the option
      of the holder of such Indebtedness (including pursuant to a required
   offer to purchase made by the Company or a Restricted Subsidiary)
     which is conditioned upon a change of control of the Company or any
       Restricted Subsidiary pursuant to provisions substantially similar to
 those contained in Section 4.14 hereof and (C) any Indebtedness
      Incurred to Refinance any Indebtedness is Incurred by the obligor on
the Indebtedness being Refinanced or by a Guarantor; provided,
      further, that clause (II) of the immediately preceding proviso shall
      not apply to any Indebtedness Incurred to Refinance term loans under
      the Credit Agreement outstanding on the Issuer Date or to subsequent
Refinancings of any such refinancing Indebtedness;            

         (vii) Indebtedness of the Guarantors, under the Guarantees Incurred
in accordance with this Indenture;                            

      (viii) Indebtedness (including Capitalized Lease Obligations and
       obligations with respect to industrial revenue bonds) Incurred by the
        Company or any of its Restricted Subsidiaries to finance the purchase,
  lease or improvement of property (real or personal) or equipment
        (whether through the direct purchase of assets or the Capital Stock of
 any Person owning such assets) in an aggregate principal amount
    outstanding not to exceed 10% of the total amount of assets of the
   Company and the Restricted Subsidiaries (as set forth on the most
  recent consolidated balance sheet of the Company and computed in
       accordance with GAAP) at any time (which amount may, but need not, be
        Incurred in whole or in part under the Credit Agreement) provided that
    the principal amount of such Indebtedness does not exceed the fair
market value of such property or equipment;                   

          (ix) Indebtedness Incurred by the Company or any of its Restricted
     Subsidiaries constituting reimbursement obligations with respect to
letters of credit issued in the ordinary course of business,  
including, without limitation, letters of credit in respect of
       workers' compensation claims or self-insurance, or other Indebtedness
   with respect to reimbursement type obligations regarding workers'
      compensation claims or self-insurance, and obligations in respect of
    performance and surety bonds and completion guarantees provided by
the Company or any Restricted Subsidiary of the Company in the
ordinary course of business;                                  

       (x) guarantees by the Company or its Restricted Subsidiaries of
Indebtedness otherwise permitted to be Incurred hereunder; and

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       (xi) Indebtedness of the Company or its Restricted Subsidiaries
not otherwise permitted to be Incurred pursuant to clauses (i)
through (x) above which, together with any other outstanding  
Indebtedness Incurred pursuant to this clause (xi), has an    
      aggregate principal amount (or accreted value, as applicable) not in
    excess of $5.0 million at any time outstanding, which Indebtedness
may be Incurred under the Credit Agreement, this Indenture or 
otherwise.                                                    

SECTION 4.05.       Limitation on Certain Asset Dispositions.                   

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, make one or more Asset Dispositions    
unless: (i) the Company or such Restricted Subsidiary, as the case may be,      
receives consideration for such Asset Disposition at least equal to the fair    
market value of the assets sold or disposed of as determined by the Board of    
Directors of the Company in good faith and evidenced by a resolution of such    
Board of Directors filed with the Trustee; (ii) not less than 75% of the        
consideration for the disposition consists of cash or readily marketable cash   
equivalents or the assumption of Indebtedness (other than non-recourse          
Indebtedness or any Subordinated Indebtedness) of the Company or such           
Restricted Subsidiary or other obligations relating to such assets (and         
release of the Company or such Restricted Subsidiary from all liability on the  
Indebtedness or other obligations assumed); and (iii) all Net Available         
Proceeds, less any amounts invested within 360 days of such Asset Disposition   
in assets related to the business of the Company (including the Capital Stock   
of another Person (other than any Person that is a Restricted Subsidiary of     
the Company immediately prior to such investment); provided, however, that      
immediately after giving effect to any such investment (and not prior thereto)  
such Person shall be a Restricted Subsidiary of the Company), are applied, on   
or prior to the 360th day after such Asset Disposition, unless and to the       
extent that the Issuer shall determine to make an Offer to Purchase, to the     
permanent reduction and prepayment of any Senior Debt of the Issuer then        
outstanding (including a permanent reduction of commitments in respect          
thereof). Any Net Available Proceeds from any Asset Disposition which is        
subject to the immediately preceding sentence that are not applied as provided  
in the immediately preceding sentence shall be used promptly after the          
expiration of the 360th day after such Asset Disposition, or promptly after     
the Issuer shall have earlier determined to not apply any Net Available         
Proceeds therefrom as provided in clause (iii) of the immediately preceding     
sentence, to make an Offer to Purchase outstanding Notes and other Senior       
Subordinated Indebtedness, pro rata, at a purchase price in cash equal to 100%  
of their principal amount (or the accreted value of such other Senior           
Subordinated Indebtedness, if such other Senior Subordinated Indebtedness is    
issued at a discount) plus accrued interest to the Purchase Date.               
Notwithstanding the foregoing, the Issuer may defer making any Offer to         
Purchase outstanding Notes until there are aggregate unutilized Net Available   
Proceeds from Asset Dispositions otherwise subject to the two immediately       
preceding sentences equal to or in excess of $10.0 million (at which time, the  
entire unutilized Net Available Proceeds from Asset Dispositions otherwise      
subject to the two immediately preceding sentences, and not just the amount in  
excess of $10.0 million, shall be applied as required pursuant to this          
paragraph). Any remaining Net Available Proceeds following the completion of    
the required Offer to Purchase may be used by the Issuer for any other purpose  
(subject to the other provisions of this Indenture) and the amount of Net       
Available Proceeds then required to be otherwise applied in accordance with     
this Section 4.05 shall be reset to zero, subject to any subsequent Asset       
Disposition. These provisions will not apply to a transaction consummated in    
compliance with Section 5.01 hereof.                                            

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       In the event that the Issuer makes an Offer to Purchase the Notes and
other Senior Subordinated Indebtedness, the Company shall comply with any       
applicable securities laws and regulations, including any applicable            
requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and   
any violation of the provisions of this Indenture relating to such Offer to     
Purchase occurring as a result of such compliance shall not be deemed an Event  
of Default or any event that with the passing of time or giving of notice, or   
both, would constitute an Event of Default.                                     

SECTION 4.06.       Limitation on Restricted Payments.                          

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

        (i) declare or pay any dividend, or make any distribution of any
       kind or character (whether in cash, property or securities), on or in
    respect of any class of the Capital Stock of the Company or any of
      its Restricted Subsidiaries or to the holders thereof, excluding any
      (x) dividends or distributions payable solely in shares of Qualified
  Stock of the Company or any of its Restricted Subsidiaries or in
     options, warrants or other rights to acquire Qualified Stock of the
       Company or any of its Restricted Subsidiaries, (y) in the case of any
  Restricted Subsidiary of the Company, dividends or distributions
      payable to the Company or a Restricted Subsidiary of the Company, or
      (z) in the case of any Guarantor, dividends or distributions payable
to the Issuer or another Guarantor,                           

       (ii) purchase, redeem, or otherwise acquire or retire for value
 shares of Capital Stock of the Company or any of its Restricted
      Subsidiaries, any options, warrants or rights to purchase or acquire
 shares of Capital Stock of the Company or any of its Restricted
 Subsidiaries or any securities convertible or exchangeable into
 shares of Capital Stock of the Company or any of its Restricted
    Subsidiaries, excluding any such shares of Capital Stock, options,
    warrants, rights or securities which are owned by the Company or a
Restricted Subsidiary of the Company,                         

            (iii) make any Investment (other than a Permitted Investment) in, or
   make any payment on a guarantee of any obligation of, any Person,
other than the Company or a direct or indirect Wholly Owned   
Subsidiary of the Company, or                                 

        (iv) redeem, defease, repurchase, retire or otherwise acquire or
 retire for value, prior to any scheduled maturity, repayment or
sinking fund payment, Subordinated Indebtedness (each of the  
    transactions described in clauses (i) through (iv) (other than any
exception to any such clause) being a "Restricted Payment")   

if at the time thereof:                                       

                (1) a Default or an Event of Default shall have occurred and
be continuing, or                                             

          (2) upon giving effect to such Restricted Payment, the
   Company could not Incur at least $1.00 of additional Indebtedness
pursuant to clause (i) of Section 4.04 hereof, or             

          (3) upon giving effect to such Restricted Payment, the
      aggregate of all Restricted Payments made on or after the Issue Date
      exceeds the sum of: (a) 50% of cumulative Consolidated Net Income of
    the Company (or, in the case cumulative Consolidated Net Income of
     the Company shall be negative, less 100% of such deficit) since the
      end of the fiscal quarter in which the Issue Date occurs through the
       last day of the fiscal quarter ending on or prior to the date of such
proposed Rendered Pay-                                        

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     ment for which financial statements are available; plus (b) 100% of
     the aggregate net proceeds received after the Issue Date, including
  the fair market value of property other than cash (determined in
     good faith by the Board of Directors of the Company as evidenced by
  a resolution of such Board of Directors filed with the Trustee),
from the issuance of, or equity contribution with respect to, 
   Qualified Stock of the Company and warrants, rights or options on
   Qualified Stock of the Company (other than in respect of any such
issuance to a Restricted Subsidiary of the Company) and the   
principal amount of Indebtedness of the Company or any of its 
   Restricted Subsidiaries that has been converted into or exchanged
    for Qualified Stock of the Company which Indebtedness was Incurred
    after the Issue Date; plus (c) 100% of the aggregate after-tax net
  proceeds, including the fair market value of property other than
 cash (determined in good faith by the Board of Directors of the
 Company as evidenced by a resolution of such Board of Directors
   filed with the Trustee) from the sale or other disposition of any
   Investment constituting a Restricted Payment made after the Issue
   Date; provided, however, that any gain on the sale or disposition
  included in such after tax net proceeds shall not be included in
determining Consolidated Net Income for purposes of clause (a)
    above; and provided, further, that amounts included in this clause
(c) shall not exceed the Net Investment by the Company and its
Restricted Subsidiaries in the asset so sold or disposed.     

   The foregoing provision will not prohibit (i) any dividend on any
class of Capital Stock of the Company or any of its Restricted Subsidiaries     
paid within 60 days after the declaration thereof if, on the date when the      
dividend was declared, the Company or such Restricted Subsidiary, as the case   
may be, could have paid such dividend in accordance with the provisions of      
this Indenture, (ii) the Refinancing of any Indebtedness otherwise permitted    
pursuant to clause (vi) of Section 4.04 hereof, (iii) the exchange or           
conversion of any Indebtedness of the Company or any of its Restricted          
Subsidiaries for or into Qualified Stock of the Company, (iv) so long as no     
Default or Event of Default has occurred and is continuing, any Investment      
made with the proceeds of a substantially concurrent sale (other than to a      
Restricted Subsidiary of the Company) of Qualified Stock of the Company;        
provided, however, that the proceeds of such sale of Qualified Stock shall not  
be (and have not been) included in subclause (b) of clause (3) of the           
preceding paragraph, (v) the redemption, repurchase, retirement or other        
acquisition of any Capital Stock of the Company in exchange for or out of the   
net cash proceeds of the substantially concurrent sale (other than to a         
Restricted Subsidiary of the Company) of Qualified Stock of the Company;        
provided, however, that the proceeds of such sale of Capital Stock shall not    
be (and have not been) included in subclause (b) of clause (3) of the           
preceding paragraph, (vi) so long as no Default or Event of Default has         
occurred and is continuing, other Restricted Payments of up to $5.0 million in  
the aggregate, (vii) payments in lieu of fractional shares in an amount not in  
excess of $100,000 in the aggregate and (viii) payments to holders of Capital   
Stock of the Company made in connection with the application of the net         
proceeds from the offering of the Notes as contemplated by the Prospectus.      
Each Restricted Payment described in clauses (i) (to the extent not already     
taken into account for purposes of computing the aggregate amount of all        
Restricted Payments pursuant to clause (3) of the preceding paragraph), (vi)    
and (vii) of the previous sentence shall be taken into account for purposes of  
computing the aggregate amount of all Restricted Payments pursuant to clause    
(3) of the preceding paragraph.                                                 

 For purposes of this Section 4.06, (i) an "Investment" shall be
deemed to have been made at the time any Restricted Subsidiary is designated    
as an Unrestricted Subsidiary in an amount (proportionate to the Company's      
equity interest in such Subsidiary) equal to the net worth of such Restricted   
Subsidiary at the time that such Restricted Subsidiary is designated as an      
Unrestricted Subsidiary; (ii) at any date the aggregate of all Restricted       
Payments made as Investments since the Issue Date shall exclude and be reduced  
by an amount (proportionate to the Company's equity interest in such            
Subsidiary) equal to the net worth of an Unrestricted Subsidiary at the time    
that such Unrestricted Subsidiary is designated a Restricted Subsidiary, not    
to exceed, in the case of any such redesignation of an Unrestricted Subsidiary  
as a Restricted Subsidiary, the amount of In-                                   

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vestments previously made by the Company and the Restricted Subsidiaries in     
such Unrestricted Subsidiary (in each case (i) and (ii) "net worth" to be       
calculated based upon the fair market value of the assets of such Subsidiary    
as of any such date of designation which shall, in no event, be less than       
zero); and (iii) any property transferred to or from an Unrestricted            
Subsidiary shall be valued at its fair market value at the time of such         
transfer.                                                                       

SECTION 4.07.       Corporate Existence                                         

    Subject to Article Five, the Company shall do or shall cause to be
done all things necessary to preserve and keep in full force and effect its     
corporate existence and the corporate, partnership or other existence of each   
of its Subsidiaries (including the Issuer) in accordance with the respective    
organizational documents of each such Subsidiary and the rights (charter and    
statutory) and material franchises of the Company and its Subsidiaries;         
provided, however, that the Company shall not be required to preserve any such  
right or franchise, or the corporate existence of any Subsidiary (other than    
the Issuer), 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, and will not be, adverse in any material respect to the Holders;        
provided, further, however, that a determination of the Board of Directors of   
the Company shall not be required in the event of a merger of one or more       
Wholly Owned Subsidiaries with or into another Wholly Owned Subsidiary or       
another Person, if the surviving Person is a Wholly Owned Subsidiary organized  
under the laws of the United States or a State thereof or of the District of    
Columbia.                                                                       

SECTION 4.08.       Payment of Taxes and Other Claims.                          

       The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all material taxes, assessments and    
governmental charges levied or imposed upon the Company or any of its           
Subsidiaries or upon the income, profits or property of the Company or any of   
its Subsidiaries; provided, however, that the Company shall not be required to  
pay or discharge or cause to be paid or discharged any such tax, assessment,    
charge or claim whose amount, applicability or validity is being contested in   
good faith by appropriate proceedings or where the failure to effect such       
payment is not adverse in any material respect to the Holders.                  

SECTION 4.09.       Notice of Defaults.                                         

       Within five days after becoming aware of any Default, if such Default
is then continuing, the Issuer shall promptly deliver an Officers' Certificate  
to the Trustee specifying the details of such Default and the action which the  
Issuer proposes to take with respect thereto.                                   

SECTION 4.10.       Maintenance of Properties.                                  

       The Company shall cause all material properties owned by or leased to
it or any of its Subsidiaries and used or useful in the conduct of its          
business or the business of any of its Subsidiaries to be maintained and kept   
in normal condition, repair and working order and supplied with all necessary   
equipment and shall cause to be made all necessary repairs, renewals,           
replacements, betterments and improvements thereof, all as in the judgment of   
the Company may be necessary, so that the business carried on in connection     
therewith may be properly and advantageously conducted at all times; provided,  
however, that nothing in this Section 4.10 shall prevent the Company or any of  
its Subsidiaries from discontinuing the use, operation or maintenance of any    
of such properties, or disposing of any of them, if such discontinuance or      
disposal is, in the judgment of the Board of Directors of the Company or of     
the Subsidiary concerned, or of an officer (or other agent employed by the      
Company or of                                                                   

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any of its Subsidiaries) of the Company or such Subsidiary having managerial    
responsibility for any such property, desirable in the conduct of the business  
of the Company or any of its Subsidiaries.                                      

SECTION 4.11.       Compliance Certificate.                                     

   The Company shall deliver to the Trustee within 90 days after the
close of each fiscal year a certificate signed by the principal executive       
officer, principal financial officer or principal accounting officer stating    
that a review of the activities of the Company has been made under the          
supervision of the signing officers with a view to determining whether a        
Default has occurred and whether or not the signers know of any Default by the  
Company or any of Subsidiaries that occurred during such fiscal year. If they   
do know of such a Default, the certificate shall describe all such Defaults,    
their status and the action the Company or any such Subsidiary is taking or     
proposes to take with respect thereto. The first certificate to be delivered    
by the Company pursuant to this Section 4.11 shall be for the fiscal year       
ending July 31, 1999.                                                           

SECTION 4.12.       Provision of Financial Information.                         

    Whether or not the Company is subject to Section 13(a) or 15(d) of
the Exchange Act, or any successor provision thereto, the Company shall file    
with the Commission the annual reports, quarterly reports and other documents   
which the Company would have been required to file with the Commission          
pursuant to such Section 13(a) or 15(d) or any successor provision thereto if   
the Company were so required, such documents to be filed with the Commission    
on or prior to the respective dates (the "Required Filing Dates") by which the  
Company would have been required so to file such documents if the Company were  
so required. Regardless of whether the Company files such reports or other      
documents with the Commission, the Company shall (a) within 15 days of each     
Required Filing Date (i) transmit by mail to all Holders of Notes, as their     
names and addresses appear in the Note Register, without cost to such Holders,  
and (ii) file with the Trustee, copies of such annual reports, quarterly        
reports and other documents, and (b) if filing such documents by the Company    
with the Commission is not permitted under the Exchange Act, promptly upon      
written request supply copies of such documents to any prospective Holder of    
Notes.                                                                          

SECTION 4.13.       Waiver of Stay, Extension or Usury Laws.                    

      The Issuer 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 or extension law or any usury     
law or other law, which would prohibit or forgive the Issuer from paying all    
or any portion of the principal of and/or interest on the Notes as              
contemplated herein, wherever enacted, now or at any time hereafter in force,   
or which may affect the covenants or the performance of this Indenture; and     
(to the extent that it may lawfully do so) the Issuer hereby expressly waives   
all benefit or advantage of any such law, and covenants that it shall not       
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 had been enacted.                                            

SECTION 4.14.       Change of Control.                                          

Within 30 days following the date of the consummation of a    
transaction resulting in a Change of Control, the Issuer will commence an       
Offer to Purchase all outstanding Notes at a purchase price in cash equal to    
101% of their principal amount plus accrued interest, if any, to the Purchase   
Date. Such Offer to Purchase will be consummated not earlier than 30 days and   
not later than 60 days after the commencement thereof. Each Holder shall be     
entitled to tender all or any portion of the Notes owned by such Holder         
pursuant to the Offer to Purchase, subject to the requirement that any portion  
of a Note tendered must be an integral multiple of $1,000                       

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principal amount. A "Change of Control" will be deemed to have occurred in the  
event that (whether or not otherwise permitted by this Indenture), after the    
Issue Date (a) any Person or any Persons acting together that would constitute  
a group (for purposes of Section 13(d) of the Exchange Act, or any successor    
provision thereto) (a "Group"), together with any Affiliates or Related         
Persons thereof, other than Permitted Holders, shall, directly or indirectly,   
"beneficially own" (as defined in Rule 13d-3 under the Exchange Act, or any     
successor provision thereto) at least 40% of the voting power of the            
outstanding Voting Stock of the Company or the Issuer; (b) any sale, lease or   
other transfer (in one transaction or a series of related transactions) is      
made by the Company or any of its Restricted Subsidiaries of all or             
substantially all of the consolidated assets of the Company and its Restricted  
Subsidiaries to any Person; (c) the Company consolidates with or merges with    
or into another Person or any Person consolidates with, or merges with or       
into, the Company, in any such event pursuant to a transaction in which         
immediately after the consummation thereof Persons owning a majority of the     
Voting Stock of the Company immediately prior to such consummation shall cease  
to own a majority of the Voting Stock of the Company or the surviving entity    
if other than the Company; (d) Continuing Directors cease to constitute at      
least a majority of the Board of Directors of the Company; or (e) the           
stockholders of the Company or the Issuer approve any plan or proposal for the  
liquidation or dissolution of the Company or the Issuer.                        

       In the event that the Issuer makes an Offer to Purchase the Notes and
other Senior Subordinated Indebtedness, the Issuer shall comply with any        
applicable securities laws and regulations, including any applicable            
requirements of Section 14(e) of, and Rule 14e-1 under, the Exchange Act, and   
any violation of the provisions of this Indenture relating to such Offer to     
Purchase occurring as a result of such compliance shall not be deemed an Event  
of Default or any event that with the passing of time or giving of notice, or   
both, would constitute an Event of Default.                                     

SECTION 4.15.       Limitation on Senior Subordinated Indebtedness.             

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, Incur any Indebtedness that by its     
terms would expressly rank senior in right of payment to the Notes or the       
Guarantees, as the case may be, and expressly rank subordinate in right of      
payment to any other Indebtedness of the Company or such Restricted             
Subsidiary.                                                                     

SECTION 4.16.       Limitations Concerning Distributions and                    
Transfers by Restricted Subsidiaries.   

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer    
to exist any consensual encumbrance or restriction on the ability of any        
Restricted Subsidiary of the Company (other than the Issuer) to (i) pay,        
directly or indirectly, dividends or make any other distributions in respect    
of its Capital Stock or pay any Indebtedness or other obligation owed to the    
Company or any other Restricted Subsidiary of the Company, (ii) make loans or   
advances to the Company or any other Restricted Subsidiary of the Company or    
(iii) transfer any of its property or assets to the Company or any other        
Restricted Subsidiary of the Company, except for such encumbrances or           
restrictions existing under or by reason of (a) any agreement in effect on the  
Issue Date as any such agreement is in effect on such date, (b) the Credit      
Agreement, (c) any agreement relating to any Indebtedness Incurred by such      
Restricted Subsidiary prior to the date on which such Restricted Subsidiary     
was acquired by the Company and outstanding on such date and not Incurred in    
anticipation or contemplation of becoming a Restricted Subsidiary and provided  
such encumbrance or restriction shall not apply to any assets of the Company    
or its Restricted Subsidiaries other than such Restricted Subsidiary, (d)       
customary provisions contained in an agreement which has been entered into for  
the sale or disposition of all or substantially all of the Capital Stock or     
assets of a Restricted Subsidiary; provided, however, that such encumbrance or  
restriction is applicable only to such Restricted Subsidiary or assets,         

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(e) an agreement effecting a Refinancing or amendment of Indebtedness Incurred  
pursuant to an agreement referred to in clause (a) above; provided, however,    
that the provisions contained in such Refinancing or amendment agreement        
relating to such encumbrance or restriction are no more restrictive in any      
material respect than the provisions contained in the agreement that is the     
subject thereof in the reasonable judgment of the Board of Directors of the     
Company as evidenced by a resolution of such Board of Directors filed with the  
Trustee, (f) this Indenture, (g) applicable law, (h) customary provisions       
restricting subletting or assignment of any lease governing any leasehold       
interest of any Restricted Subsidiary of the Company, (i) restrictions          
contained in Indebtedness permitted to be Incurred subsequent to the Issue      
Date pursuant to Section 4.04 hereof; provided, however that any such           
restrictions are ordinary and customary with respect to the type of             
Indebtedness Incurred, (j) purchase money obligations for property acquired in  
the ordinary course of business that impose restrictions of the type referred   
to in clause (iii) of this Section 4.16 or (k) restrictions of the type         
referred to in clause (iii) of this Section 4.16 contained in security          
agreements securing Indebtedness of a Restricted Subsidiary of the Company to   
the extent that such Liens were otherwise Incurred in accordance with Section   
4.18 hereof and restrict the transfer of property subject to such agreements.   

SECTION 4.17.       Limitation on Issuance and Sale of Capital Stock of         
Restricted Subsidiaries.                

The Company shall not sell any Capital Stock of a Restricted  
Subsidiary, and shall not cause or permit any Restricted Subsidiary, directly   
or indirectly, to issue or sell any of its Capital Stock or any Capital Stock   
of another Restricted Subsidiary, except: (i) to the Company or a Wholly Owned  
Subsidiary; or (ii) if, immediately after giving effect to such issuance or     
sale, such Restricted Subsidiary would no longer constitute a Restricted        
Subsidiary. Notwithstanding the foregoing, the Company or any Restricted        
Subsidiary shall be permitted to sell all the Capital Stock of a Restricted     
Subsidiary as long as the Company is in compliance with Section 4.05 hereof     
and, if applicable, Sections 4.14 and 5.01 hereof.                              

SECTION 4.18.       Limitation on Liens.                                        

 The Company will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Lien on or with respect to any property or assets    
of the Company or such Restricted Subsidiary owned on the Issue Date or         
thereafter acquired or on the income or profits thereof, which Lien secures     
Indebtedness, without making, or causing any such Restricted Subsidiary to      
make, effective provision for securing the Notes and all other amounts due      
under this Indenture (and, if the Company shall so determine, any other         
Indebtedness of the Company or such Restricted Subsidiary, including            
Subordinated Indebtedness; provided, however, that Liens securing the Notes     
and any Indebtedness pari passu with the Notes are senior to such Liens         
securing such Subordinated Indebtedness) equally and ratably with such          
Indebtedness or, in the event such Indebtedness is subordinate in right of      
payment to the Notes or the Guarantees prior to such Indebtedness, as to such   
property or assets for so long as such Indebtedness shall be so secured.        

     The foregoing restrictions shall not apply to (i) Liens existing on
the Issue Date securing Indebtedness existing on the Issue Date; (ii) Liens     
securing Senior Debt (including Liens securing Indebtedness outstanding under   
the Credit Agreement) and any guarantees thereof to the extent that the         
Indebtedness secured thereby is permitted to be Incurred under Section 4.04     
hereof; (iii) Liens securing the Notes and the Guarantees; (iv) Liens in favor  
of the Company or a Guarantor; (v) Liens to secure Indebtedness (including      
obligations with respect to industrial revenue bonds) Incurred by the Company   
or any Restricted Subsidiary for the purpose of financing all or any part of    
the purchase price or the cost of construction or improvement of the property   
(or any other capital expenditure financing) subject to such Liens; provided,   
however, that (a) the aggregate principal amount of any Indebtedness secured    
by such a Lien does not exceed 100% of such purchase price or cost, (b) such    
Lien does                                                                       

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not extend to or cover any other property other than such item of property and  
any improvements on such item, (c) the Indebtedness secured by such Lien is     
Incurred by the Company or such Restricted Subsidiary within 180 days of the    
acquisition, construction or improvement of such property and (d) the           
Incurrence of such Indebtedness is permitted by Section 4.04 hereof; (vi)       
Liens on property existing immediately prior to the time of acquisition         
thereof (and not created in anticipation or contemplation of the financing of   
such acquisition); (vii) Liens on property of a Person existing at the time     
such Person is acquired or merged with or into or consolidated with the         
Company or any such Restricted Subsidiary (and not created in anticipation or   
contemplation thereof); (viii) Liens for taxes, assessments or governmental     
charges or claims either (a) not delinquent or (b) contested in good faith by   
appropriate proceedings and as to which the Company or its Restricted           
Subsidiaries shall have set aside on its books such reserves as may be          
required pursuant to GAAP; (ix) statutory Liens of landlords and Liens of       
carriers, warehousemen, mechanics, suppliers, materialmen, repairmen and other  
Liens imposed by law incurred in the ordinary course of business for sums not   
yet delinquent or being contested in good faith, if such reserve or other       
appropriate provision, if any, as shall be required by GAAP shall have been     
made in respect thereof; (x) Liens incurred or deposits made in the ordinary    
course of business in connection with workers' compensation, unemployment       
insurance and other types of social security, including any Lien securing       
letters of credit issued in the ordinary course of business consistent with     
past practice in connection therewith, or to secure the performance of          
tenders, statutory obligations, surety and appeal bonds, bids, leases,          
government contracts, performance and return-of-money bonds and other similar   
obligations (exclusive of obligations for the payment of borrowed money); (xi)  
judgment Liens not giving rise to an Event of Default so long as such Lien is   
adequately bonded and any appropriate legal proceedings which may have been     
duly initiated for the review of such judgment shall not have been finally      
terminated or the period within which such proceedings may be initiated shall   
not have expried; (xii) Liens to secure Indebtedness Incurred to Refinance, in  
whole or in part, any Indebtedness secured by Liens referred to in the          
foregoing clauses (i)-(xi) so long as such Liens do not extend to any other     
property and the principal amount of Indebtedness so secured is not increased   
except for the amount of any premium required to be paid in connection with     
such Refinancing pursuant to the terms of the Indebtedness Refinanced or the    
amount of any premium reasonably determined by the Company as necessary to      
accomplish such Refinancing by means of a tender offer, exchange offer or       
privately negotiated repurchase, plus the expenses of the issuer of such        
Indebtedness reasonably Incurred in connection with such Refinancing; (xiii)    
Liens in favor of the Trustee as provided for in this Indenture on money or     
property held or collected by the Trustee in its capacity as Trustee; and       
(xiv) Liens Incurred in the ordinary course of business securing assets not     
having a fair market value in excess of $5.0 million.                           

SECTION 4.19.       Additional Guarantors.                                      

The Company will not create or acquire, nor permit any of its 
Restricted Subsidiaries to create or acquire, any Restricted Subsidiary after   
the Issue Date unless, at the time such Restricted Subsidiary has either        
assets or stockholder's equity in excess of $25,000, such Restricted            
Subsidiary (a) executes and delivers to the Trustee a supplemental indenture    
in form reasonably satisfactory to the Trustee pursuant to which such           
Restricted Subsidiary shall unconditionally guarantee all of the Issuer's       
obligations under the Notes and this Indenture on the terms set forth herein    
and (b) delivers to the Trustee an opinion of counsel that such supplemental    
indenture has been duly authorized, executed and delivered by such Restated     
Subsidiary and continues a legal, valid, binding and enforceable obligation of  
such Restricted Subsidiary.                                                     

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ARTICLE FIVE  

MERGERS; SUCCESSOR CORPORATION  

SECTION 5.01.       Restriction on Mergers, Consolidations and Certain Sales    
of Assets.                              

       The Company will not consolidate or merge with or into any Person, or
sell, assign, lease, convey or otherwise dispose of (or cause or permit any     
Restricted Subsidiary of the Company to consolidate or merge with or into any   
Person or sell, assign, lease, convey or otherwise dispose of) all or           
substantially all of the Company's assets (determined on a consolidated basis   
for the Company and its Restricted Subsidiaries), whether as an entirety or     
substantially an entirety in one transaction or a series of related             
transactions, including by way of liquidation or dissolution, to any Person     
unless, in each such case: (i) the entity formed by or surviving any such       
consolidation or merger (if other than the Company or such Restricted           
Subsidiary, as the case may be), or to which such sale, assignment, lease,      
conveyance or other disposition shall have been made (the "Surviving Entity"),  
is a corporation organized and existing under the laws of the United States,    
any state thereof or the District of Columbia; (ii) the Surviving Entity        
assumes by supplemental indenture all of the obligations of the applicable      
Guarantor under its Guarantee and this Indenture or the Issuer on the Notes     
and under this Indenture, as the case may be; (iii) immediately after giving    
effect to such transaction and the use of any net proceeds therefrom on a pro   
forma basis, the Company or the Surviving Entity, as the case may be, could     
Incur at least $1.00 of Indebtedness pursuant to clause (i) of Section 4.04     
hereof; (iv) immediately before and after giving effect to such transaction     
and treating any Indebtedness which becomes an obligation of the Company or     
any of its such Restricted Subsidiaries as a result of such transaction as      
having been Incurred by the Company or such Restricted Subsidiary, as the case  
may be, at the time of the transaction, no Default or Event of Default shall    
have occurred and be continuing; and (v) if, as a result of any such            
transaction, property or assets of the Company or a Restricted Subsidiary       
would become subject to a Lien not excepted from Section 4.18 hereof, the       
Company, the Restricted Subsidiary or the Surviving Entity, as the case may     
be, shall have secured the Notes as required by said covenant. The provisions   
of this paragraph shall not apply to (a) the Recapitalization and (b) any       
merger of a Restricted Subsidiary of the Company (other than the Issuer) with   
or into the Company or a Wholly Owned Subsidiary of the Company.                

SECTION 5.02.       Successor Corporation Substituted.                          

 Upon the execution of a supplemental indenture by the Surviving
Person in form and substance satisfactory to the Trustee (as evidenced by the   
Trustee's execution thereof) in accordance with Section 5.01, the Surviving     
Person shall succeed to, and be substituted for, and may exercise every right   
and power of and shall assume all obligations of, the Company, the Issuer or    
such other Subsidiary, as the case may be, under this Indenture, the            
Registration Rights Agreement and the Notes or the Guarantees, as the case may  
be, with the same effect as if such Surviving Person had been named as the      
Company, the Issuer or such other Subsidiary, as the case may be, herein and    
therein, and thereafter, except in the case of a lease, the predecessor Person  
shall be relieved of all obligations and covenants under this Indenture and     
the Notes or the Guarantees, as the case may be.                                

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ARTICLE SIX 

DEFAULT AND REMEDIES  

SECTION 6.01.       Events of Default.                                          

An "Event of Default" occurs if:            

            (a) the Issuer fails to pay principal of (or premium, if
  any, on) any Note when due (whether or not prohibited by Article
Eight or Twelve);                                             

             (b) the Issuer fails to pay any interest on any Note when
  due, continued for 30 days (whether or not prohibited by Article
Eight or Twelve);                                             

              (c) the Issuer defaults in the payment of principal of and
    interest on Notes required to be purchased pursuant to an Offer to
  Purchase under Sections 4.05 or 4.14 hereof when due and payable
(whether or not prohibited by Article Eight or Twelve);       

              (d) the Company fails to perform or comply with any of the
provisions of Section 5.01;                                   

         (e) the Company or any Restricted Subsidiary fails to
perform any other covenant or agreement of the Company or such
       Restricted Subsidiary under this Indenture or the Notes continued for
       45 days after written notice to the Company by the Trustee or Holders
     of at least 25% in aggregate principal amount of outstanding Notes;

               (f) the Company or any Restricted Subsidiary defaults under
the terms of one or more instruments evidencing or securing   
   Indebtedness of the Company or any of its Restricted Subsidiaries
having an outstanding principal amount of $5.0 million or more
individually or in the aggregate that has resulted in the     
    acceleration of the payment of such Indebtedness or failure to pay
principal when due at the stated final maturity of any such   
Indebtedness;                                                 

           (g) the rendering of a final judgment or judgments (not
      subject to appeal) against the Company or any of its Subsidiaries in
 an amount of $5.0 million or more which remains undischarged or
       unstayed for a period of 60 days after the date on which the right to
appeal has expired;                                           

             (h) the Company or any of its Subsidiaries pursuant to or
within the meaning of any Bankruptcy Law:                     

                   (1) commences a voluntary case or proceeding,

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

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

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

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

                         (1) is for relief against the Company or any of its
       Subsidiaries  in an involuntary case or proceeding,

                       (2) appoints a Custodian of the Company or any of
           its Subsidiaries or for all or substantially all of its
property, or                                

                         (3) orders the liquidation of the Company or any of
its Subsidiaries,                           

     and in each case the order or decree remains unstayed and in effect
    for 60 days; provided, however, that if the entry of such order or
      decree is appealed and dismissed on appeal then the Event of Default
   hereunder by reason of the entry of such order or decree shall be
deemed to have been cured; or                                 

               (j) any Guarantee, ceases to be in full force and effect or
       is declared null and void and unenforceable or is found to be invalid
       or any Guarantor denies its liability under its Guarantee (other than
by reason of a release of such Guarantor from its Guarantee in
  accordance with the terms of this Indenture and such Guarantee).

     The term "Bankruptcy Law" means Title 11, U.S. Code, as amended, or
any similar Federal, state or foreign law for the relief of debtors. The term   
"Custodian" means any receiver, trustee, assignee, liquidator, sequestrator or  
similar official under any Bankruptcy Law.                                      

SECTION 6.02.       Acceleration.                                               

     If an Event of Default (other than an Event of Default with respect
to the Company or the Issuer described in clause (h) or (i) of Section 6.01)    
shall occur and be continuing, either the Trustee or the Holders of at least    
25% in aggregate principal amount of the outstanding Notes may accelerate the   
maturity of all Notes; provided, however, that after such acceleration, but     
before a judgment or decree based on acceleration, the Holders of a majority    
in aggregate principal amount of outstanding Notes may, under certain           
circumstances, rescind and annul such acceleration if all Events of Default,    
other than the non-payment of accelerated principal, have been cured or waived  
as provided in this Indenture. If an Event of Default specified in clause (h)   
or (i) of Section 6.01 with respect to the Company or the Issuer occurs, the    
outstanding Notes will ipso facto become immediately due and payable without    
any declaration or other act on the part of the Trustee or any Holder           
information as to waiver of defaults, see Article Ten hereof.                   

SECTION 6.03.       Other Remedies.                                             

  If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy by proceeding at law or in equity to collect the    
payment of principal of or interest on the Notes or to enforce the performance  
of any provision of the Notes or this Indenture.                                

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

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SECTION 6.04.       Waiver of Past Default.                                     

       Subject to Sections 2.09, 6.07 and 10.02, prior to the declaration of
acceleration of the Notes, (i) the Holders of not less than a majority in       
aggregate principal amount of the outstanding Notes by written notice to the    
Trustee may waive an existing Default and its consequences, except a Default    
in the payment of principal of or interest on any Note as specified in Section  
6.01(a) or (b), a default arising from failure to effect an Offer to Purchase   
required under Section 4.14 or a Default in respect of any term or provision    
of this Indenture that may not be amended or modified without the consent of    
each Holder affected as provided in Section 10.02 and (ii) the Holders of       
three-fourths of the aggregate principal amount of Notes affected thereby, on   
behalf of all Holders, may waive a default arising from failure to effect an    
Offer to Purchase required under Section 4.14. The Issuer shall deliver to the  
Trustee an Officers' Certificate stating that the requisite percentage of       
Holders have consented to such waiver and attaching copies of such consents.    
In case of any such waiver, the Issuer, the Trustee and the Holders shall be    
restored to their former positions and rights hereunder and under the Notes,    
respectively. This paragraph of this Section 6.04 shall be in lieu of ss.       
316(a)(1)(B) of the TIA and such ss. 316(a)(1)(B) of the TIA is hereby          
expressly excluded from this Indenture and the Notes, as permitted by the TIA.  

       Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising   
therefrom shall be deemed to have been cured and not to have occurred for       
every purpose of this Indenture and the Notes, but no such waiver shall extend  
to any subsequent or other Default or impair any right consequent thereon.      

SECTION 6.05.       Control by Majority.                                        

 Subject to Section 2.09, the Holders of a majority in principal
amount of the outstanding Notes may direct the time, method and place of        
conducting any proceeding for any remedy available to the Trustee or            
exercising any trust or power conferred on it. However, the Trustee may refuse  
to follow any direction that conflicts with law or this Indenture, that the     
Trustee determines may be unduly prejudicial to the rights of another           
Noteholder, or that may involve the Trustee in personal liability; provided,    
however, that the Trustee may take any other action deemed proper by the        
Trustee which is not inconsistent with such direction. In the event the         
Trustee takes any action or follows any direction pursuant to this Indenture,   
the Trustee shall be entitled to indemnification satisfactory to it in its      
sole discretion against any loss or expense caused by taking such action or     
following such direction. This Section 6.05 shall be in lieu of ss.             
316(a)(1)(A) of the TIA, and such ss. 316(a)(1)(A) of the TIA is hereby         
expressly excluded from this Indenture and the Notes, as permitted by the TIA.  
SECTION 6.06. Limitation on Suits.                                              

       A Noteholder may not pursue any remedy with respect to this Indenture
or the Notes unless:                                                            

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

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

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

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

              (5) during such 60-day period the Holders of a majority in
    principal amount of the outstanding Notes (excluding Affiliates of
       the Issuer) do not give the Trustee a direction which, in the opinion
of the Trustee, is inconsistent with the request.             

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

 Section 6.06 limitations do not apply to a suit instituted by a
Holder of a Note for enforcement of payment of the principal or of interest on  
such Note on or after the respective due dates therefor.                        

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 of and interest on the Notes, on or  
after the respective due dates therefor, or to bring suit for the enforcement   
of any such payment on or after such respective dates, shall not be impaired    
or affected without the consent of such Holder.                                 

SECTION 6.08.       Collection Suit by Trustee.                                 

      If an Event of Default in payment of interest or principal specified
in Section 6.01(a) or (b) occurs and is continuing, the Trustee may recover     
judgment in its own name and as trustee of an express trust against the Issuer  
or any other obligor on the Notes for the whole amount of principal and         
accrued interest remaining unpaid, together with interest overdue on principal  
and to the extent that payment of such interest is lawful, interest on overdue  
installments of interest, in each case at the rate per annum borne by the       
Notes 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.              

SECTION 6.09.       Trustee May File Proofs of Claim.                           

The Trustee may file such proofs of claim and other papers or 
documents as may be necessary or advisable in order to have the claims of the   
Trustee (including any claim for the reasonable compensation, expenses,         
disbursements and advances of the Trustee, its agents and counsel) and the      
Noteholders allowed in any judicial proceedings relative to the Issuer (or any  
other obligor upon the Notes), its creditors or its property and shall be       
entitled and empowered to collect and receive any monies or other property      
payable or deliverable on any such claims and to distribute the same, and any   
Custodian in any such judicial proceedings is hereby authorized by each         
Noteholder to make such payments to the Trustee and, in the event that the      
Trustee shall consent to the making of such payments directly to the            
Noteholders, to pay to the Trustee any amount due to it for the reasonable      
compensation, expenses, disbursements and advances of the Trustee, its agent    
and counsel, and any other amounts due the Trustee under Section 7.07. Nothing  
herein contained shall be deemed to authorize the Trustee to authorize or       
consent to or accept or adopt on behalf of any Noteholder any plan of           
reorganization, arrangement, adjustment or composition affecting the Notes or   
the rights of any Holder thereof, or to authorize the Trustee to vote in        
respect of the claim of any Noteholder in any such proceeding.                  

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SECTION 6.10.       Priorities.                                                 

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

       First: to the Trustee for amounts due under Section 7.07;

          Second: subject to Articles Eight and Twelve, 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 Issuer.                             

 The Trustee, upon prior written notice to the Issuer, may fix a
record date and payment date for any payment to Noteholders 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 Trustee, a court in its discretion may require the filing by any       
party litigant in the suit of an undertaking to pay the costs of the suit, and  
the court in its discretion may assess reasonable costs, including reasonable   
attorneys' fees and expenses, against any party litigant in the suit, having    
due regard to the merits and good faith of the claims or defenses made by the   
party litigant. This Section 6.11 shall not apply to a suit by the Trustee, a   
suit by a Holder or group of Holders of more than 10% in aggregate principal    
amount of the outstanding Notes, or to any suit instituted by any Holder for    
the enforcement or the payment of the principal or interest on any Notes on or  
after the respective due dates therefor.                                        

SECTION 6.12.       No Personal Liability of Directors, Officers, Employees,    
Incorporator and Stockholders.          

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

ARTICLE SEVEN 

TRUSTEE 

SECTION 7.01.       Duties of Trustee.                                          

    (a) If a 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 their exercise as a prudent person would   
exercise or use under the circumstances in the conduct of such person's own     
affairs.                                                                        

(b) Except during the continuance of a Default:               

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

                (2) In the absence of bad faith on its part, the Trustee may
conclusively rely, as to the truth of the statements and the  
     correctness of the opinions expressed therein, upon certificates or
      opinions conforming to the requirements of this Indenture; provided,
     however, the Trustee shall examine the certificates and opinions to
   determine whether or not they conform to the requirements of this
Indenture (but need not confirm or investigate the accuracy of
mathematical calculations or other facts stated therein).     

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

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

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

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

 (d) No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any financial liability in the  
performance of any of its duties hereunder or to take or omit to take any       
action under this Indenture or take any action at the request or direction of   
Holders if it shall have reasonable grounds for believing that repayment of     
such funds is not assured to it or it does not receive an indemnity             
satisfactory to it in its sole discretion against such risk, liability, loss,   
fee or expense which might be incurred by it in compliance with such request    
or direction.                                                                   

      (e) Every provision of this Indenture that in any way relates to the
Trustee is subject to paragraphs (a), (b), (c) and (d) of this Section 7.01.    

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

SECTION 7.02.       Rights of Trustee.                                          

Subject to Section 7.01:                                      

                (a) The Trustee may conclusively rely and shall be protected
    in acting or refraining from acting on any document whether in its
     original or facsimile form 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
    consult with counsel of its selection and may require an Officers'
   Certificate and an Opinion of Counsel, which shall conform to the
provi                                                         

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 sions of Section 13.05. The Trustee shall not be liable for any
     action it takes, suffers or omits to take in good faith in reliance
on such certificate or opinion.                               

               (c) The Trustee may act through attorneys and agents of its
selection and shall not be responsible for the misconduct or  
    negligence of any agent or attorney (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 which it reasonably believes to be
     authorized or within its rights or powers conferred upon it by this
Indenture.                                                    

                (e) The Trustee shall be under no obligation to exercise any
       of the rights or powers vested in it by this Indenture at the request
    or direction of any of the Noteholders pursuant to this Indenture,
      unless such Noteholders shall have offered to the Trustee reasonable
   security or indemnity against the costs, expenses and liabilities
  which might be incurred by it in compliance with such request or
direction.                                                    

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

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

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 Issuer or its         
Affiliates with the same rights it would have if it were not Trustee. Any       
Agent may do the same with like rights. However, the Trustee is 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 or the Notes, it shall not be  
accountable for the Issuer's use of the proceeds from the Notes, and it shall   
not be responsible for any statement of the Issuer in this Indenture or any     
document issued in connection with the sale of Notes or any statement in the    
Notes other than the Trustee's certificate of authentication.                   

SECTION 7.05.       Notice of Defaults.                                         

       The Trustee shall, within 30 days after the occurrence of any Default
or Event of Default with respect to the Notes, give the Holders thereof notice  
of all uncured Defaults or Events of Default known to it; provided, however,    
that, except in the case of an Event of Default or a Default in payment with    
respect to the Notes or a Default or Event of Default in complying with         
Section 5.01, the Trustee shall be protected in withholding such                

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notice if and so long as the Board of Directors or responsible officers of the  
Trustee in good faith determine that the withholding of such notice is in the   
interest of the Holders of the Notes.                                           

SECTION 7.06.       Reports by Trustee to Holders.                              

 If required by TIA ss. 313(a), within 60 days after each July 1
beginning with the July 1 following the date of this Indenture, the Trustee     
shall mail to each Noteholder a report dated as of such July 1 that complies    
with TIA ss. 313(a). The Trustee also shall comply with TIA ss. 313(b), (c)     
and (d).                                                                        

      A copy of each such report at the time of its mailing to Noteholders
shall be filed with the Commission, the Issuer and each stock exchange, if      
any, on which the Notes are listed in accordance with TIA ss. 313(d).           

      The Issuer shall promptly notify the Trustee in writing if the Notes
become listed on any securities exchange or of any delisting therefrom.         

SECTION 7.07.       Compensation and Indemnity.                                 

The Issuer shall pay to the Trustee from time to time such    
compensation as the Issuer and the Trustee shall from time to time agree in     
writing for its services. The Trustee's compensation shall not be limited by    
any law on compensation of a trustee of an express trust. The Issuer shall      
reimburse the Trustee upon request for all reasonable disbursements, expenses   
and advances (including reasonable fees, disbursements and expenses of its      
agents and counsel) incurred or made by it in addition to the compensation for  
its services except any such disbursements, expenses and advances as may be     
attributable to the Trustee's negligence or bad faith. Such expenses shall      
include the reasonable compensation, disbursements and expenses of the          
Trustee's agents, accountants, experts and counsel and any taxes or other       
expenses incurred by a trust created pursuant to Section 9.01 hereof.           

       The Issuer shall indemnify the Trustee or any predecessor Trustee and
their agents for, and hold them harmless against any and all loss, damage,      
claims, liability or expense, including taxes (other than franchise taxes       
imposed on the Trustee and taxes based upon, measured by or determined by the   
income of the Trustee), arising out of or in connection with the acceptance or  
administration of the trust or trusts hereunder, including the costs and        
expenses of enforcing this Indenture against the Issuer (including Section      
7.07) and of defending itself against any claim (whether asserted by any        
Noteholder or the Issuer or any other person) or liability in connection with   
the exercise or performance of any of their powers or duties hereunder, except  
to the extent that such loss, damage, claim, liability or expense is due to     
their own negligence or bad faith. The Trustee shall notify the Issuer          
promptly of any claim asserted against the Trustee for which it may seek        
indemnity. However, the failure by the Trustee to so notify the Issuer shall    
not relieve the Issuer of its obligations hereunder (unless and only to the     
extent that such failure results in the loss or compromise of any rights or     
defenses). The Issuer shall defend the claim and the Trustee shall cooperate    
in the defense (and may employ its own counsel) at the Issuer's expense;        
provided, however, that the Issuer's reimbursement obligation with respect to   
counsel employed by the Trustee will be limited to the reasonable fees and      
expenses of such counsel. The Issuer need not pay for any settlement made       
without its written consent, which consent shall not be unreasonably withheld.  
The Issuer need not reimburse any expense or indemnify against any loss or      
liability incurred by the Trustee as a result of the violation of this          
Indenture by the Trustee.                                                       

      To the extent permitted by the Senior Credit Facility, to secure the
Issuer's payment obligations in this Section 7.07, the Trustee shall have a     
Lien prior to the Notes against all money or property held or collected by      

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the Trustee or any predecessor Trustee, in their capacity as Trustee, except    
money or property held in trust to pay principal of or interest on particular   
Notes.                                                                          

     When the Trustee incurs expenses or renders services after an Event
of Default specified in Section 6.01(h) or (i) occurs, the expenses (including  
the reasonable fees and expenses of its agents and counsel) and the             
compensation for the services shall be preferred over the status of the         
Holders in a proceeding under any Bankruptcy Law and are intended to            
constitute expenses of administration under any Bankruptcy Law. The Issuer's    
obligations under this Section 7.07 and any claim arising hereunder shall       
survive the resignation or removal of any Trustee, the discharge of the         
Issuer's obligations pursuant to Article Nine and any rejection or termination  
under any Bankruptcy Law.                                                       

      The provisions of this Section 7.07 shall survive the termination of
this Indenture.                                                                 

SECTION 7.08.       Replacement of Trustee.                                     

  The Trustee may resign at any time by so notifying the Issuer in
writing. The Holders of a majority in aggregate principal amount of the         
outstanding Notes may remove the Trustee by so notifying the Trustee and the    
Issuer in writing and may appoint a successor Trustee with the Issuer's         
consent. The Issuer may remove the Trustee if:                                  

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

                (2) the Trustee is adjudged a bankrupt or an insolvent under
any Bankruptcy Law;                                           

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

(4) 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 Trustee in such event being referred to   
herein as the retiring Trustee), the Issuer shall promptly appoint a successor  
Trustee.                                                                        

A successor Trustee shall deliver a written acceptance of its 
appointment to the retiring Trustee and to the Issuer. As promptly as           
practicable after that, the retiring Trustee shall transfer, after payment of   
all sums then owing to the Trustee pursuant to Section 7.07, all property held  
by it as Trustee to the successor Trustee, subject to the Lien provided in      
Section 7.07, the resignation or removal of the retiring Trustee shall become   
effective, and the successor Trustee shall have the rights, powers and duties   
of the Trustee under this Indenture. A successor Trustee shall mail notice of   
its succession to each Noteholder.                                              

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

      If the Trustee fails to comply with Section 7.10, any Noteholder may
petition any court of competent jurisdiction for the removal of the Trustee     
and the appointment of a successor Trustee.                                     

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     Notwithstanding replacement of the Trustee pursuant to this Section
7.08, the Issuer's obligations under Section 7.07 shall continue for the        
benefit of the retiring Trustee.                                                

SECTION 7.09.       Successor Trustee by Merger, etc.                           

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

SECTION 7.10.       Eligibility; Disqualification.                              

       This Indenture shall always have a Trustee which shall be eligible to
act as Trustee under TIA ss.ss. 310(a)(1) and 310(a)(5). The Trustee (or in     
the case of a corporation included in a bank holding company, the related bank  
holding company) shall have a combined capital and surplus of at least          
$50,000,000 as set forth in its most recent published annual report of          
condition. If the Trustee has or shall acquire any "conflicting interest"       
within the meaning of TIA ss. 310(b), the Trustee and the Issuer shall comply   
with the provisions of TIA ss. 310(b); provided, however, that there shall be   
excluded from the operation of TIA ss. 310(b)(1) any indenture or indentures    
under which other securities, or certificates of interest or participation in   
other securities, of the Issuer are outstanding, if the requirements for such   
exclusion set forth in TIA ss. 310(b)(1) are met. If at any time the Trustee    
shall cease to be eligible in accordance with the provisions of this Section,   
the Trustee shall resign immediately in the manner and with the effect          
hereinbefore specified in this Article Seven.                                   

SECTION 7.11.       Preferential Collection of Claims Against Issuer.           

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

ARTICLE EIGHT 

SUBORDINATION OF NOTES  

SECTION 8.01.       Notes Subordinated to Senior Debt.                          

     The Issuer covenants and agrees, and the Trustee and each Holder of
the Notes by his acceptance thereof likewise covenant and agree, that all       
Notes shall be issued subject to the provisions of this Article; and each       
Holder of any Note, whether upon original issue or upon transfer, assignment    
or exchange thereof, accepts and agrees that all payments of the principal of,  
premium, if any, and interest on, and all other obligations in respect of each  
and all of the Notes, shall, to the extent and in the manner set forth in this  
Article, be subordinated and junior in right of payment to the prior payment    
in full in cash of all amounts payable under the Senior Debt.                   

SECTION 8.02.       No Payment on Notes in Certain Circumstances.               

   (a) No direct or indirect payment, deposit or distribution of any
kind or character, whether in cash, property or securities (including any       
payment made to Holders of the Notes under the terms of Indebtedness            
subordinated to the Notes, but excluding any payment or distribution of         
Permitted Junior Securities) by or on behalf of the Issuer of principal of,     
premium, if any, or interest on, or any other obligation in respect of, the     

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Notes (other than payments to Holders from funds held in trust for the benefit  
of Holders), whether pursuant to the terms of the Notes or upon acceleration,   
by way of repurchase, redemption, defeasance or otherwise (all such payments,   
deposits or distributions being referred to herein, individually and            
collectively, as a "Note Payment"), shall be made if, at the time of such Note  
Payment, there exists a default in the payment when due of all or any portion   
of the obligations under or in respect of any Designated Senior Debt, whether   
at maturity, on account of mandatory redemption or prepayment, acceleration or  
otherwise (and the Trustee has received written notice thereof), and such       
default shall not have been cured or waived or the benefits of this sentence    
waived by or on behalf of the holders of such Designated Senior Debt. In        
addition, during the continuance of any non-payment default or non-payment      
event of default with respect to any Designated Senior Debt pursuant to which   
the maturity thereof may be accelerated immediately without the giving of any   
notice (except such notice as may be required to effect such acceleration) or   
the expiration of any applicable grace periods, and upon receipt by the         
Trustee of notice (a "Payment Blockage Notice") from a holder or holders of     
such Designated Senior Debt or the trustee or agent acting on behalf of such    
Designated Senior Debt, then, unless and until such default or event of         
default has been cured or waived or has ceased to exist or such Designated      
Senior Debt has been discharged or repaid in full, in cash, no Note Payment     
may be made by or on behalf of the Issuer on account of or with respect to the  
Notes, except payments to Holders from funds held in trust for the benefit of   
Holders, during a period (a "Payment Blockage Period") commencing on the date   
of receipt of such Payment Blockage Notice by the Trustee and ending 179 days   
thereafter. Notwithstanding anything herein to the contrary, (x) in no event    
will a Payment Blockage Period extend beyond 179 days from the date of the      
Payment Blockage Notice in respect thereof was given and (y) there must be 180  
days in any 365 day period during which no Payment Blockage Period is in        
effect. Not more than one Payment Blockage Period may be commenced with         
respect to the Notes during any period of 365 consecutive days. No default or   
event of default that existed or was continuing on the date of commencement of  
any Payment Blockage Period with respect to the Designated Senior Debt          
initiating such Payment Blockage Period may be, or be made, the basis for the   
commencement of any other Payment Blockage Period by the holder or holders of   
such Designated Senior Debt or the trustee or agent acting on behalf of such    
Designated Senior Debt, whether or not within a period of 365 consecutive       
days, unless such default or event of default has been cured or waived for a    
period of not less than 90 consecutive days.                                    

(b) In the event that, notwithstanding the foregoing, any Note
Payment shall be received by the Trustee or any Holder when such Note Payment   
is prohibited by Section 8.02(a), such payment shall be held in trust for the   
benefit of, and shall be paid over or delivered to, the holders of Designated   
Senior Debt or any trustee, agent or other representative under any agreement   
or indenture pursuant to which any of such Designated Senior Debt may have      
been issued, as their respective interests may appear, but only to the extent   
that, upon notice from the Trustee to the holders of Designated Senior Debt     
that such prohibited Note Payment has been made, the holders of the Designated  
Senior Debt (or their trustee, agent or other representative) notify the        
Trustee in writing of the amounts then due and owing on the Designated Senior   
Debt, if any, and only the amount specified in such notice to the Trustee       
shall be paid to or for the account of the holders of Designated Senior Debt.   

SECTION 8.03.       Payment Over of Proceeds upon Dissolution, etc.             

     (a) Upon any payment or distribution of assets or securities of the
Issuer of any kind or character, whether in cash, property or securities, upon  
any dissolution or winding up or total or partial liquidation or                
reorganization of the Issuer, whether voluntary or involuntary or in            
bankruptcy, insolvency, receivership or other proceedings, all amounts due or   
to become due with respect to Senior Debt of the Issuer (including any          
interest accruing subsequent to an event of bankruptcy to the extent that such  
interest is an allowed claim enforceable against the debtor under the           
Bankruptcy Code) shall first be paid in full, or payment provided for, in       
either case in cash or cash equivalents or otherwise in a form satisfactory to  
the holders of Senior Debt of the Issuer, before the Holders or the Trustee on  
their behalf shall be entitled to receive any Note Payment. Before any Note     
Pay-                                                                            

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ment may be made by, or on behalf of, the Issuer of the principal of, premium,  
if any, or interest on, or any other obligation in respect of, the Notes upon   
any such dissolution or winding up or liquidation or reorganization, any        
payment or distribution of assets or securities of the Issuer of any kind or    
character, whether in cash, property or securities, to which the Holders or     
the Trustee on their behalf would be entitled, but for the subordination        
provisions of this Indenture, shall be made by the Issuer or by any receiver,   
trustee in bankruptcy, liquidating trustee, agent or other person making such   
payment or distribution, directly to the holders of Senior Debt of the Issuer   
(pro rata to such holders on the basis of the respective amounts of Senior      
Debt held by such holders) or their representatives or to the trustee or        
trustees under any indenture pursuant to which any such Senior Debt may have    
been issued as their respective interests may appear, to the extent necessary   
to pay all such Senior Debt in full, in cash, after giving effect to any        
concurrent payment, distribution or provision therefor to or for the holders    
of such Senior Debt.                                                            

(b) In the event that, notwithstanding the foregoing provision
prohibiting such Note Payment, any Note Payment shall be received by the        
Trustee or any Holder of Notes at a time when such Note Payment is prohibited   
by Section 8.03(a) and before all obligations in respect of Senior Debt are     
paid in full in cash, such Note Payment shall be received and held in trust     
for the benefit of, and shall be paid over or delivered to, the holders of      
Senior Debt (pro rata to such holders on the basis of the respective amounts    
of Senior Debt held by such holders) or their respective trustee, agent or      
other representative under any agreement or indenture pursuant to which any of  
such Senior Debt may have been issued, as their respective interests may        
appear, for application to the payment of Senior Debt remaining unpaid until    
all such Senior Debt has been paid in full in cash after giving effect to any   
concurrent payment, distribution or provision therefor to or for the account    
of the holders of such Senior Debt.                                             

   The consolidation of the Issuer with, or the merger of the Issuer
with or into, another corporation or the liquidation or dissolution of the      
Issuer following the conveyance or transfer of its property as an entirety, or  
substantially as an entirety, to another corporation upon the terms and         
conditions provided in Article Five shall not be deemed a dissolution,          
winding-up, liquidation or reorganization for the purposes of this Section if   
such other corporation shall, as a part of such consolidation, merger,          
conveyance or transfer, comply with the conditions stated in Article Five.      

SECTION 8.04.       Subrogation.                                                

     Upon the payment in full in cash of all Senior Debt, the Holders of
the Notes shall be subrogated to the rights of the holders of Senior Debt to    
receive payments or distributions of cash, property or securities of the        
Issuer made on such Senior Debt until the principal of, interest on, and all    
other amounts in respect of the Notes shall be paid in full in cash; and, for   
the purposes of such subrogation, no payments or distributions to the holders   
of the Senior Debt of any cash, property or securities to which the Holders of  
the Notes or the Trustee on their behalf would be entitled except for the       
provisions of this Article, and no payment over pursuant to the provisions of   
this Article to the holders of Senior Debt by Holders of the Notes or the       
Trustee on their behalf shall, as between the Issuer, its creditors other than  
holders of Senior Debt, and the Holders of the Notes, be deemed to be a         
payment by the Issuer to or on account of the Senior Debt. It is understood     
that the provisions of this Article are and are intended solely for the         
purpose of defining the relative rights of the Holders of the Notes, on the     
one hand, and the holders of the Senior Debt, on the other hand.                

SECTION 8.05.       Obligations of Issuer Unconditional.                        

     Nothing contained in this Article or elsewhere in this Indenture or
in the Notes is intended to or shall impair, as among the Issuer and the        
Holders of the Notes, the obligation of the Issuer, which is absolute and       
un                                                                              

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conditional, to pay to the Holders of the Notes the principal of, interest      
on, and all other amounts in respect of the Notes as and when the same shall    
become due and payable in accordance with their terms, or is intended to or     
shall affect the relative rights of the Holders of the Notes and creditors of   
the Issuer other than the holders of the Senior Debt, nor shall anything        
herein or therein prevent the Holder of any Note or the Trustee on their        
behalf from exercising all remedies otherwise permitted by applicable law upon  
default under this Indenture, subject to the rights, if any, under this         
Article of the holders of the Senior Debt in respect of cash, property or       
securities of the Issuer received upon the exercise of any such remedy.         

SECTION 8.06.       Notice to Trustee.                                          

   The Issuer shall give prompt written notice to the Trustee of any
fact known to the Issuer which would prohibit the making of any payment to or   
by the Trustee in respect of the Notes pursuant to the provisions of this       
Article. The Trustee shall not be charged with knowledge of the existence of    
any default or event of default with respect to any Senior Debt or of any       
other facts which would prohibit the making of any payment to or by the         
Trustee unless and until the Trustee shall have received notice in writing at   
this Corporate Trust Office to that effect signed by an Officer of the Issuer,  
or by a holder of Senior Debt or trustee, agent or other representative         
therefor; and prior to the receipt of any such written notice, the Trustee      
shall, subject to Article Seven, be entitled to assume that no such facts       
exist; provided that if the Trustee shall not have received the notice          
provided for in this Section at least two Business Days prior to the date upon  
which by the terms of this Indenture any moneys shall become payable for any    
purpose (including, without limitation, the payment of the principal or         
interest on any Note ), then, regardless of anything herein to the contrary,    
the Trustee shall have full power and authority to receive any moneys from the  
Issuer and to apply the same to the purpose for which they were received, and   
shall not be affected by any notice to the contrary which may be received by    
it on or after such prior date. Nothing contained in this Section 8.06 shall    
limit the right of the holders of Senior Debt to recover payments as            
contemplated by Section 8.03. The Trustee shall be entitled to rely on the      
delivery to it of a written notice by a Person representing himself or itself   
to be a holder of any Senior Debt (or a trustee, agent or other representative  
of, such holder) to establish that such notice has been given by a holder of    
such Senior Debt or a trustee, agent or other representative on behalf of any   
such holder.                                                                    

 In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of     
Senior Debt to participate in any payment or distribution pursuant to this      
Article, the Trustee may request such Person to furnish evidence to the         
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by  
such Person, the extent to which such Person is entitled to participate in      
such payment or distribution and any other facts pertinent to the rights of     
such Person under this Article, and if such evidence is not furnished, the      
Trustee may defer any payment to such Person pending judicial determination as  
to the right of such Person to receive payment.                                 

SECTION 8.07.       Reliance on Judicial Order or Certificate of Liquidating    
Agent.                                  

      Upon any payment or distribution of assets or securities referred to
in this Article, the Trustee and the Holders of the Notes shall be entitled to  
rely upon any order or decrees made by any court of competent jurisdiction in   
which bankruptcy, dissolution, winding-up, liquidation or reorganization        
proceedings are pending, or upon a certificate of the receiver, trustee in      
bankruptcy, liquidating trustee, agent or other person making such payment or   
distribution, delivered to the Trustee or to the Holders of the Notes for the   
purpose of ascertaining the persons entitled to participate in such payment or  
distribution, the holders of the Senior Debt and other indebtedness of the      
Issuer, the amount thereof or payable thereon, the amount or amounts paid or    
distributed thereon and all other facts pertinent thereto or to this Article.   

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SECTION 8.08.       Trustee's Relation to Senior Debt.                          

      The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt which may at any      
time be held by it in its individual or any other capacity to the same extent   
as any other holder of Senior Debt, and nothing in this Indenture shall         
deprive the Trustee or any Paying Agent of any of its rights as such holder.    

       With respect to the holders of Senior Debt, the Trustee undertakes to
perform or to observe only such of its covenants and obligations as are         
specifically set forth in this Article, and no implied covenants or             
obligations with respect to the holders of Senior Debt shall be read into this  
Indenture against the Trustee. The Trustee shall not be deemed to owe any       
fiduciary duty to the holders of Senior Debt (except as provided in Sections    
8.02(b) and 8.03)(b)). The Trustee shall not be liable to any such holders if   
the Trustee shall in good faith mistakenly pay over or distribute to Holders    
of Notes or to the Issuer or to any other person cash, property or securities   
to which any holders of Senior Debt shall be entitled by virtue of this         
Article or otherwise.                                                           

SECTION 8.09.       Subordination Rights Not Impaired by Acts or Omissions      
of the Issuer or Holders of Senior Debt.

 No right of any present or future holders of any Senior Debt to
enforce subordination as provided herein shall at any time in any way be        
prejudiced or impaired by any act or failure to act on the part of the Issuer   
or by any act or failure to act, in good faith, by any such holder, or by any   
noncompliance by the Issuer with the terms of this Indenture, regardless of     
any knowledge thereof which any such holder may have or otherwise be charged    
with. The revisions of this Article are intended to be for the benefit of, and  
shall be enforceable directly by, the holders of Senior Debt.                   

SECTION 8.10.       Noteholders Authorize Trustee To Effectuate                 
Subordination of Notes.                 

     Each Holder of Notes by his acceptance of such Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be       
necessary or appropriate to effectuate the subordination provided in this       
Article, and appoints the Trustee his attorney-in-fact for such purposes,       
including, in the event of any dissolution, winding-up, liquidation or          
reorganization of the Issuer (whether in bankruptcy, insolvency, receivership,  
reorganization or similar proceedings or upon an assignment for the benefit of  
creditors or otherwise) tending towards liquidation of the business and assets  
of the Issuer, the filing of a claim for the unpaid balance of its or his       
Notes in the form required in those proceedings.                                

SECTION 8.11.       This Article Not to Prevent Events of Default.              

       The failure to make a payment on account of principal of, or interest
on, or any other amount in respect of the Notes by reason of any provision of   
this Article shall not be construed as preventing the occurrence of an Event    
of Default under clause (a), (b) or (c) of Section 6.01.                        

SECTION 8.12.       No Waiver of Subordination Provisions.                      

 Without in any way limiting the generality of Section 8.09, the
holders of Senior Debt may, at any time and from time to time, without the      
consent of or notice to the Trustee or the Holders of the Notes, without        
incurring responsibility to the Holders of the Notes and without impairing or   
releasing the subordination provided in this Article or the obligations         
hereunder of the Holders of the Notes to the holders of Senior Debt, do any     
one or                                                                          

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more of the following: (a) change the manner, place or terms of payment         
or extend the time of, or renew or alter, Senior Debt or any instrument         
evidencing the same or any agreement under which Senior Debt is outstanding or  
secured; (b) sell, exchange, release or otherwise deal with any property        
pledged, mortgaged or otherwise securing Senior Debt; (c) release any Person    
liable in any manner for the collection of Senior Debt; and (d) exercise or     
refrain from exercising any rights against the Issuer and any other Person.     

SECTION 8.13.       Subordination Provisions Not Applicable to Money Held       
      in Trust for Noteholders; Payments May Be Paid
Prior to Dissolution.                   

       All cash and investments deposited in trust with the Trustee pursuant
to and in accordance with Article Nine shall be for the sole benefit of the     
Holders and shall not be subject to this Article Eight.                         

  Nothing contained in this Article or elsewhere in this Indenture
shall prevent (i) the Issuer, except under the conditions described in Section  
8.02, from making payments of principal of, or interest on, the Notes, or from  
depositing with the Trustee any such payments or from effecting a termination   
of the Issuer's obligations under the Notes and this Indenture as provided in   
Article Nine, or (ii) the application by the Trustee of any moneys deposited    
with it for the purpose of making such payments of principal of and interest    
on the Notes, to the holders entitled thereto unless at least two Business      
Days prior to the date upon which such payment becomes due and payable and the  
Trustee shall have received the written notice provided for in Section 8.02(b)  
or in Section 1.06. The Issuer shall give prompt written notice to the Trustee  
of any dissolution, winding-up, liquidation or reorganization of the Issuer.    

ARTICLE NINE  

DISCHARGE OF INDENTURE  

SECTION 9.01.       Termination of Issuer's Obligations.                        

       (a) Discharge. Subject to the provisions of Article Eight, the Issuer
may terminate its substantive obligations in respect of the Notes and the       
substantive obligations of the Guarantors in respect of the Guarantees by       
delivering all outstanding Notes to the Trustee for cancellation and paying     
all sums payable by the Issuer on account of principal of and interest on all   
Notes or otherwise.                                                             

   (b) Covenant Defeasance. In addition to the provisions of Section
9.01(a), the Issuer may, provided that no Default or Event of Default has       
occurred and is continuing or would arise therefrom (or, with respect to a      
Default or Event of Default specified in Section 6.01(h) or (i), any time on    
or prior to the 91st calendar day after the date of such deposit (it being      
understood that this condition shall not be deemed satisfied until after such   
91st day)) and provided that no default under any Senior Debt would result      
therefrom, terminate its substantive obligations in respect of the Notes and    
the substantive obligations of the Guarantors in respect of the Guarantees      
(except for the Issuer's obligation to pay the principal of (and premium, if    
any, on) and the interest on the Notes and such Guarantors' guarantee thereof)  
by (i) depositing with the Trustee, under the terms of an irrevocable trust     
agreement, money or direct non-callable obligations of the United States of     
America for the payment of which its full faith and credit is pledged ("United  
States Government Obligations") sufficient (without reinvestment) to pay all    
remaining indebtedness on the Notes to maturity or to redemption, (ii)          
delivering to the Trustee either an Opinion of Counsel or a ruling directed to  
the Trustee from the Internal Revenue Service to the effect that the Holders    
will not recognize income, gain or loss for federal income tax purposes as a    
result of such de-                                                              

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posit and termination of obligations, (iii) delivering to the Trustee an        
Opinion of Counsel to the effect that the Issuer's exercise of its option       
under this paragraph will not result in the Issuer, the Trustee or the trust    
created by the Issuer's deposit of funds pursuant to this provision becoming    
or being deemed to be an "investment company" under the Investment Issuer Act   
of 1940, as amended, and (iv) delivering to the Trustee an Officers'            
Certificate and an Opinion of Counsel each stating that there has been          
compliance with all conditions precedent provided for herein.                   

(c) Legal Defeasance. In addition to the provisions of Section
9.01(a) and (b), the Issuer may, provided that no Default or Event of Default   
has occurred and is continuing or would arise therefrom (or, with respect to a  
Default or Event of Default specified in Section 6.01(h) or (i), any time on    
or prior to the 91st calendar day after the date of such deposit (it being      
understood that this condition shall not be deemed satisfied until after such   
91st day)) and provided that no default under any Senior Debt would result      
therefrom, terminate all of its substantive obligations in respect of the       
Notes and all of the substantive obligations of the Guarantors in respect of    
the Guarantees (including the Issuer's obligation to pay the principal of (and  
premium, if any, on) and interest on the Notes and such Guarantors' guarantee   
thereof) by (i) depositing with the Trustee, under the terms of an irrevocable  
trust agreement, money or United States Government Obligations sufficient       
(without reinvestment) to pay all remaining indebtedness on the Notes to        
maturity or to redemption, (ii) delivering to the Trustee either a ruling       
directed to the Trustee from the Internal Revenue Service to the effect that    
the Holders will not recognize income, gain or loss for federal income tax      
purposes as a result of such deposit and termination of obligations or an       
Opinion of Counsel based upon such a ruling addressed to the Trustee or a       
change in the applicable Federal tax law since the date of this Indenture, to   
such effect, (iii) delivering to the Trustee an Opinion of Counsel to the       
effect that the Issuer's exercise of its option under this paragraph will not   
result in the Issuer, the Trustee or the trust created by the Issuer's deposit  
of funds pursuant to this provision becoming or being deemed to be an           
"investment company" under the Investment Issuer Act of 1940, as amended, and   
(iv) delivering to the Trustee an Officers' Certificate and an Opinion of       
Counsel each stating that there has been compliance with all conditions         
precedent provided for herein.                                                  

     (d) Notwithstanding the foregoing paragraphs 9.01(b) and (c) above,
the Issuer's obligations contained in Sections 2.03, 2.05, 2.06, 2.07, 4.02,    
7.07, 7.08, 9.03 and 9.04 shall survive until the Notes are no longer           
outstanding. In addition, notwithstanding the foregoing paragraph 9.01(b), in   
that instance the Issuer's obligations contained in Section 4.01 shall also     
survive until the Notes are no longer outstanding. Thereafter the Issuer's      
obligations in Section 7.07, 9.03 and 9.04 shall survive. The Issuer may make   
an irrevocable deposit pursuant to this Section 9.01 only if at such time it    
is not prohibited from doing so under the subordination provisions of this      
Indenture and the Issuer has delivered to the Trustee and any Paying Agent an   
Officers' Certificate to that effect. After such delivery or irrevocable        
deposit and delivery of an Officers' Certificate and Opinion of Counsel, the    
Trustee upon request of the Issuer shall acknowledge in writing the discharge   
of the Issuer's and the Guarantors' obligations under the Notes, the            
Guarantees and this Indenture other than those surviving obligations specified  
in this paragraph (d).                                                          

SECTION 9.02.       Application of Trust Money.                                 

   The Trustee shall hold in trust money or United States Government
Obligations deposited with it pursuant to Section 9.01, and shall apply the     
deposited money and the money from United States Government Obligations in      
accordance with this Indenture solely to the payment of principal of and        
interest on the Notes. The Issuer shall indemnify the Trustee against any tax,  
fee or other charge imposed on or assessed against the United States            
Government Obligations deposited pursuant to Section 9.01 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 outstanding Notes.     

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SECTION 9.03.       Repayment to Issuer.                                        

      Subject to Sections 7.07 and 9.01, the Trustee shall promptly pay to
the Issuer upon receipt by the Trustee of the Issuer's written request          
accompanied by an Officers' Certificate any excess money held by it at any      
time. The Trustee shall pay to the Issuer upon such request any money held by   
it for the payment of principal or interest that remains unclaimed for two      
years; provided, however, that the Trustee before being required to make any    
payment may at the expense of the Issuer cause to be published once in a        
newspaper of general circulation in The City of New York or mail to each        
Holder entitled to such money notice that such money remains unclaimed and      
that, after a date specified therein which shall be at least 30 days from the   
date of such publication or mailing, any unclaimed balance of such money then   
remaining shall be repaid to the Issuer. After payment to the Issuer,           
Noteholders entitled to money must look to the Issuer for payment as general    
creditors unless an applicable abandoned property law designates another        
person, and all liability of the Trustee or Paying Agent with respect to such   
money shall thereupon cease.                                                    

SECTION 9.04.       Reinstatement.                                              

If the Trustee is unable to apply any money or United States  
Government Obligations in accordance with Section 9.01 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 Issuer's and the Guarantors' obligations under this Indenture and the       
Notes shall be revived and reinstated as though no deposit had occurred         
pursuant to Section 9.01 until such time as the Trustee is permitted to apply   
all such money or United States Government Obligations in accordance with       
Section 9.01; provided, however, that if the Issuer has made any payment of     
interest on or principal of any Notes because of the reinstatement of its       
obligations, the Issuer shall be subrogated to the rights of the Holders of     
such Notes to receive such payment from the money or United States Government   
Obligations held by the Trustee.                                                

ARTICLE TEN 

AMENDMENTS, SUPPLEMENTS AND WAIVERS 

SECTION 10.01.      Without Consent of Holders.                                 

  The Issuer and the Guarantors when authorized by a resolution of
their respective Boards of Directors, and the Trustee may amend or supplement   
this Indenture or the Notes without notice to or consent of any Noteholder:     

       (i) to cure any ambiguity, defect or inconsistency; provided,
      however, that such amendment or supplement does not adversely affect
the rights of any Holder;                                     

  (ii) to effect the assumption by a successor Person of all
 obligations of the Issuer under the Notes and this Indenture in
     connection with any transaction complying with Article Five of this
Indenture;                                                    

    (iii) to provide for uncertificated Notes in addition to or in
place of certificated Notes;                                  

          (iv) to comply with any requirements of the Commission in order to
       effect or maintain the qualification of this Indenture under the TIA;

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          (v) to make any change that would provide any additional benefit
or rights to the Holders;                                     

        (vi) to make any other change that does not adversely affect the
rights of any Holder under this Indenture;                    

         (vii) to evidence the succession of another Person to any Guarantor
   and the assumption by any such successor of the covenants of such
Guarantor herein and in the Guarantee;                        

      (viii) to add to the covenants of the Issuer or the Guarantors for
       the benefit of the Holders, or to surrender any right or power herein
conferred upon the Issuer or any Guarantor;                   

        (ix) to secure the Notes pursuant to the requirements of Section
4.17 or otherwise; or                                         

        (x) to reflect the release of a Guarantor from its obligations
    with respect to its Guarantee in accordance with the provisions of
      Section 11.03 and to add a Guarantor pursuant to the requirements of
Section 4.18;                                                 

provided, however, that the Issuer has delivered to the Trustee an Opinion of   
Counsel and an Officers' Certificate each stating that such amendment or        
supplement complies with the provisions of this Section 10.01.                  

SECTION 10.02.      With Consent of Holders.                                    

    The Issuer, the Guarantors and the Trustee may amend or supplement
this Indenture or the Notes with the written consent of the Holders of at       
least a majority in principal amount of the outstanding Notes. However,         
without the consent of each Holder affected, an amendment, supplement or        
waiver may not:                                                                 

                (1) change the Stated Maturity of the principal of any Note;

              (2) alter the optional redemption or repurchase provisions
     of any Note or this Indenture in a manner adverse to the holders of
the Notes;                                                    

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

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

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

               (6) modify any provisions of this Indenture relating to the
       waiver of past defaults (other than to add sections of this Indenture
    subject thereto) or the right of the Holders to institute suit for
      the enforcement of any payment on or with respect to any Note or the
     Guarantees, or the modification and amendment of this Indenture and
      the Notes (other than to add sections of this Indenture or the Notes
      which may not be amended, supplemented or waived without the consent
of each Holder affected);                                     

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

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

          (9) modify the ranking or priority of the Notes or the
Guarantee, if any, or modify the definition of Senior Debt or 
Designated Senior Debt or amend or modify the subordination   
    provisions of this Indenture in any manner adverse to the Holders;

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

                (11) modify any of the provisions (including the definitions
    relating thereto) relating to any Offer to Purchase required under
     Sections 4.05 or 4.14 in a manner materially adverse to the Holders
of Notes with respect to any Asset Disposition that has been  
consummated or Change of Control that has occurred.           

The Holders of a majority in aggregate principal amount of the
outstanding Notes, on behalf of all Holders of Notes, may waive compliance by   
the Issuer with certain restrictive provisions of this Indenture. Subject to    
certain rights of the Trustee, as provided in this Indenture, the Holders of a  
majority in aggregate principal amount of the outstanding Notes, on behalf of   
all Holders of Notes, may waive any past default under this Indenture, except   
a default in the payment of principal, premium or interest or a default         
arising from failure to purchase any Note tendered pursuant to an Offer to      
Purchase, or a default in respect of a provision that under this Indenture      
cannot be modified or amended without the consent of the Holder of each         
outstanding Note affected.                                                      

     It shall not be necessary for the consent of the Holders under this
Section 10.02 to approve the particular form of any proposed amendment or       
waiver, but it shall be sufficient if such consent approves the substance       
thereof.                                                                        

SECTION 10.03.      Compliance with Trust Indenture Act.                        

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

SECTION 10.04.      Revocation and Effect of Consents.                          

      Until an amendment or waiver becomes effective, a consent to it by a
Holder is a continuing consent by the Holder and every subsequent Holder of     
that Note or portion of that Note that evidences the same debt as the           
consenting Holder's Note , even if notation of the consent is not made on any   
Note . Subject to the following paragraph, any such Holder or subsequent        
Holder may revoke the consent as to such Holder's Note or portion of such Note  
by written notice to the Trustee or the Issuer received before the date on      
which the Trustee receives an Officers' Certificate certifying that the         
Holders of the requisite principal amount of Notes have consented (and not      
theretofore revoked such consent) to the amendment, supplement or waiver.       

      The Issuer 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      
last sentence of the immediately preceding paragraph, those Persons who were    
Holders at such record date (or their duly designated proxies), and only those  
Persons, shall be entitled to consent to such amendment, sup-                   

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plement or waiver or to revoke any consent previously given, whether or not     
such Persons continue to be Holders after such record date. No such consent     
shall be valid or effective for more than 90 days after such record date.       

      After an amendment, supplement or waiver becomes effective, it shall
bind every Noteholder, unless it makes a change described in the second         
sentence of Section 10.02. In that case the amendment, supplement or waiver     
shall bind each Holder of a Note who has consented to it and every subsequent   
Holder of a Note or portion of a Note that evidences the same debt as the       
consenting Holder's Note .                                                      

SECTION 10.05.      Notation on or Exchange of Notes.                           

     If an amendment, supplement or waiver changes the terms of a Note ,
the Trustee may require the Holder of the Note to deliver it to the Trustee.    
The Trustee may place an appropriate notation on the Note about the changed     
terms and return it to the Holder. Alternatively, if the Issuer or the Trustee  
so determines, the Issuer in exchange for the Note shall issue and the Trustee  
shall authenticate a new Note that reflects the changed terms. Failure to make  
the appropriate notation or issue a new Note shall not affect the validity and  
effect of such amendment, supplement or waiver.                                 

SECTION 10.06.      Trustee To Sign Amendments, etc.                            

The Trustee shall be entitled to receive, and shall be fully  
protected in relying upon, an Opinion of Counsel and an Officers' Certificate   
each stating that the execution of any amendment, supplement or waiver          
authorized pursuant to this Article Ten is authorized or permitted by this      
Indenture and that such amendment, supplement or waiver constitutes the legal,  
valid and binding obligation of the Issuer and the Guarantors, enforceable in   
accordance with its terms (subject to customary exceptions). The Trustee shall  
execute any amendment, supplement or waiver authorized pursuant to this         
Article Ten, provided, however, that the Trustee may, but shall not be          
obligated to, execute any such amendment, supplement or waiver which affects    
the Trustee's own rights, duties or immunities under this Indenture or          
otherwise. In signing any amendment, supplement or waiver, the Trustee shall    
be entitled to receive an indemnity reasonably satisfactory to it.              

ARTICLE ELEVEN  

GUARANTEE 

SECTION 11.01.      Unconditional Guarantee.                                    

Each Guarantor who becomes a party to this Indenture hereby   
unconditionally, jointly and severally, guarantees to each Holder of a Note     
authenticated and delivered by the Trustee and to the Trustee and its           
successors and assigns that: the principal of and interest on the Notes will    
be promptly paid in full when due, subject to any applicable grace period,      
whether at maturity, by acceleration or otherwise, and interest on the overdue  
principal and interest on any overdue interest on the Notes and all other       
obligations of the Issuer to the Holders or the Trustee hereunder or under the  
Notes will be promptly paid in full or performed, all in accordance with the    
terms hereof and thereof; subject, however, to the limitations set forth in     
Section 11.04. Each such Guarantor hereby agrees that its obligations           
hereunder shall be unconditional, irrespective of the validity, regularity or   
enforceability of the Notes or this Indenture, the absence of any action to     
enforce the same, any waiver or consent by any Holder of the Notes with         
respect to any provisions hereof or thereof, the recovery of any judgment       
against the Issuer, any action to enforce the same or any other circumstance    
which might otherwise constitute a                                              

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legal or equitable discharge or defense of a guarantor. Each such Guarantor     
hereby waives diligence, presentment, demand of payment, filing of claims with  
a court in the event of insolvency or bankruptcy of the Issuer, any right to    
require a proceeding first against the Issuer, protest, notice and all demands  
whatsoever and covenants that the Guarantee will not be discharged except by    
complete performance of the obligations contained in the Notes, this            
Indenture, and this Guarantee. If any Holder or the Trustee is required by any  
court or otherwise to return to the Issuer, any Guarantor, or any custodian,    
trustee, liquidator or other similar official acting in relation to the Issuer  
or any Guarantor, any amount paid by the Issuer or any Guarantor to the         
Trustee or such Holder, this Guarantee, to the extent theretofore discharged,   
shall be reinstated in full force and effect. Each Guarantor further agrees     
that, as between each Guarantor, 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 Six for the purpose of this    
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 acceleration of such obligations as provided in     
Article Six, such obligations (whether or not due and payable) shall forthwith  
become due and payable by each Guarantor for the purpose of this Guarantee.     

SECTION 11.02.      Severability.                                               

      In case any provision of this Guarantee 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 11.03.      Release of a Guarantor.                                     

     If the Notes are defeased in accordance with Section 9.01(c), or if
all or substantially all of the assets of a Guarantor or all of the Capital     
Stock of a Guarantor is sold (including by issuance or otherwise) by the        
Issuer or any of its Subsidiaries in a transaction constituting an Asset        
Disposition (or which, but for the provisions of clause (c) of the definition   
of such term, would constitute an Asset Disposition), and, if required by this  
Indenture, (x) the Net Available Proceeds from such Asset Disposition are used  
in accordance with Section 4.05 or (y) the Issuer delivers to the Trustee an    
Officers' Certificate covenanting that the Net Available Proceeds from such     
Asset Disposition will be used in accordance with Section 4.05 and within the   
time limits specified by such Section 4.05, then such Guarantor shall be        
released and discharged from all obligations under this Article Eleven upon     
such use in the case of clause (x) or upon such delivery in the case of clause  
(y). The Trustee shall, at the sole cost and expense of the Issuer and upon     
receipt at the reasonable request of the Trustee of an Opinion of Counsel that  
the provisions of this Section 11.03 have been complied with, deliver an        
appropriate instrument evidencing such release upon receipt of a request by     
the Issuer accompanied by an Officers' Certificate certifying as to the         
compliance with this Section. Any Guarantor not so released remains liable for  
the full amount of principal of and interest on the Notes and the other         
obligations of the Issuer hereunder as provided in this Article Eleven.         

SECTION 11.04.      Limitation of Guarantor's Liability.                        

  Each Guarantor, and by its acceptance hereof each Holder and the
Trustee, hereby confirms that it is the intention of all such parties that the  
guarantee by such Guarantor pursuant to its Guarantee not constitute a          
fraudulent transfer or conveyance for purposes of title 11 of the United        
States Code, as amended, the Uniform Fraudulent Conveyance Act, the Uniform     
Fraudulent Transfer Act or any similar U.S. Federal or state or other           
applicable law. To effectuate the foregoing intention, the Holders and such     
Guarantor hereby irrevocably agree that the obligations of such Guarantor       
under the Guarantee shall be limited to the maximum amount as will, after       
giving effect to all other contingent and fixed liabilities of such Guarantor   
and after giving effect to any collections from or payments made by or on       
behalf of any other Guarantor in respect of the obligations of such other       

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Guarantor under its Guarantee or pursuant to Section 11.05, result in the       
obligations of such Guarantor under the Guarantee not constituting such         
fraudulent transfer or conveyance.                                              

SECTION 11.05.      Contribution.                                               

   In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that in the event any payment or    
distribution is made by any Guarantor (a "Funding Guarantor") under the         
Guarantee, such Funding Guarantor shall be entitled to a contribution from all  
other Guarantors in a pro rata amount, based on the net assets of each          
Guarantor (including the Funding Guarantor), determined in accordance with      
GAAP, subject to Section 11.04, for all payments, damages and expenses          
incurred by that Funding Guarantor in discharging the Issuer's obligations      
with respect to the Notes or any other Guarantor's obligations with respect to  
the Guarantee.                                                                  

SECTION 11.06.      Execution of Guarantee.                                     

  To further evidence their Guarantee to the Holders, each current
Guarantor and any Guarantor required to Guarantee the Notes pursuant to         
Section 4.18 shall execute the endorsement of Guarantee in substantially the    
form set forth in Exhibit A hereto, which endorsement shall be delivered to     
each Holder to be attached to each Note . Each such Guarantor hereby agrees     
that its 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   
Guarantee. Each such Guarantee shall be signed on behalf of each Guarantor by   
its Chairman of the Board, its President or one of its Vice Presidents prior    
to the authentication of the Note on which it is endorsed, and the delivery of  
such Note by the Trustee, after the authentication thereof hereunder, shall     
constitute due delivery of such Guarantee on behalf of such Guarantor. Such     
signature upon the Guarantee may be manual or facsimile signature of such       
officer and may be imprinted or otherwise reproduced on the Guarantee, and in   
case such officer who shall have signed the Guarantee shall cease to be such    
officer before the Note on which such Guarantee is endorsed shall have been     
authenticated and delivered by the Trustee or disposed of by the Issuer, such   
Note nevertheless may be authenticated and delivered or disposed of as though   
the Person who signed the Guarantee had not ceased to be such officer of the    
Guarantor.                                                                      

SECTION 11.07.      Subordination of Subrogation and Other Rights.              

     Each Guarantor hereby agrees that any claim against the Issuer that
arises from the payment, performance or enforcement of such Guarantor's         
obligations under its Guarantee or this Indenture, including, without           
limitation, any right of subrogation, shall be subject and subordinate to, and  
no payment with respect to any such claim of such Guarantor shall be made       
before, the payment in full in cash of all outstanding Notes in accordance      
with the provisions provided therefor in this Indenture.                        

ARTICLE TWELVE  

SUBORDINATION OF GUARANTEE  

SECTION 12.01.      Guarantee Subordinated to Senior Debt of Guarantor.         

      Each Guarantor covenants and agrees, and the Trustee and each Holder
of the Notes by his acceptance thereof likewise covenant and agree, that the    
Guarantees shall be issued subject to the provisions of this Article; and each  
Holder of any Note, whether upon original issue or upon transfer, assignment    
or exchange thereof,                                                            

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accepts and agrees that all payments of the principal of, premium, if any, and  
interest on, and all other obligations in respect of each and all of the Notes  
pursuant to the Guarantee, shall, to the extent and in the manner set forth in  
this Article, be subordinated and junior in right of payment to the prior       
payment in full in cash of all amounts payable under the Senior Debt of such    
Guarantor.                                                                      

SECTION 12.02.      No Payment on Guarantees in Certain Circumstances.          

   (a) No direct or indirect payment, deposit or distribution of any
kind or character, whether in cash, property or securities (including any       
payment made to Holders of the Notes under the terms of Indebtedness            
subordinated to the Notes, but excluding any payment or distribution of         
Permitted Junior Securities) by or on behalf of any Guarantor of principal of,  
premium, if any, or interest on, or any other obligation in respect of, the     
Notes pursuant to such Guarantor's Guarantee (other than payments to Holders    
from funds held in trust for the benefit of Holders), whether pursuant to the   
terms of the Notes or upon acceleration, by way of repurchase, redemption,      
defeasance or otherwise (all such payments, deposits or distributions being     
referred to herein, individually and collectively, as a "Guarantor Note         
Payment"), shall be made if, at the time of such Guarantor Note Payment, there  
exists a default in the payment when due of all or any portion of the           
obligations under or in respect of any Designated Senior Debt of such           
Guarantor, whether at maturity, on account of mandatory redemption or           
prepayment, acceleration or otherwise (and the Trustee has received written     
notice thereof), and such default shall not have been cured or waived or the    
benefits of this sentence waived by or on behalf of the holders of such         
Designated Senior Debt. In addition, during the continuance of any non-payment  
default or non-payment event of default with respect to any Designated Senior   
Debt pursuant to which the maturity thereof may be accelerated immediately      
without the giving of any notice (except such notice as may be required to      
effect such acceleration) or the expiration of any applicable grace periods,    
and upon receipt by the Trustee of notice (a "Guarantor Payment Blockage        
Notice") from a holder or holders of such Designated Senior Debt or the         
trustee or agent acting on behalf of such Designated Senior Debt, then, unless  
and until such default or event of default has been cured or waived or has      
ceased to exist or such Designated Senior Debt has been discharged or repaid    
in full, in cash, no Guarantor Note Payment may be made by or on behalf of      
such Guarantor on account of or with respect to the Notes, except payments to   
Holders from funds held in trust for the benefit of Holders, during a period    
(a "Guarantor Blockage Period") commencing on the date of receipt of such       
Guarantor Payment Blockage Notice by the Trustee and ending 179 days            
thereafter. Notwithstanding anything herein to the contrary, (x) in no event    
will a Guarantor Payment Blockage Period extend beyond 179 days from the date   
of the Guarantor Payment Blockage Notice in respect thereof was given and (y)   
there must be 180 days in any 365 day period during which no Guarantor Payment  
Blockage Period is in effect. Not more than one Guarantor Payment Blockage      
Period may be commenced with respect to the Notes during any period of 365      
consecutive days. No default or event of default that existed or was            
continuing on the date of commencement of any Payment Blockage Period with      
respect to the Designated Senior Debt initiating such Payment Blockage Period   
may be, or be made, the basis for the commencement of any other Payment         
Blockage Period by the holder or holders of such Designated Senior Debt or the  
trustee or agent acting on behalf of such Designated Senior Debt, whether or    
not within a period of 365 consecutive days, unless such default or event of    
default has been cured or waived for a period of not less than 90 consecutive   
days.                                                                           

     (b) In the event that, notwithstanding the foregoing, any Guarantor
Note Payment shall be received by the Trustee or any Holder when such           
Guarantor Note Payment is prohibited by Section 12.02(a), such payment shall    
be held in trust for the benefit of, and shall be paid over or delivered to,    
the holders of such Designated Senior Debt or any trustee, agent or other       
representative under any agreement or indenture pursuant to which any of such   
Designated Senior Debt may have been issued, as their respective interests may  
appear, but only to the extent that, upon notice from the Trustee to the        
holders of such Designated Senior Debt that such prohibited Guarantor Note      
Payment has been made, the holders of such Designated Senior Debt (or their     
trustee, agent or                                                               

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other representative) notify the Trustee in writing of the amounts then due     
and owing on such Designated Senior Debt, if any, and only the amount           
specified in such notice to the Trustee shall be paid to or for the account of  
the holders of such Designated Senior Debt.                                     

SECTION 12.03.      Payment Over of Proceeds upon Dissolution, etc.             

     (a) Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities,    
upon any dissolution or winding up or total or partial liquidation or           
reorganization of such Guarantor, whether voluntary or involuntary or in        
bankruptcy, insolvency, receivership or other proceedings, all amounts due or   
to become due with respect to Senior Debt of such Guarantor (including any      
interest accruing subsequent to an event of bankruptcy to the extent that such  
interest is an allowed claim enforceable against the debtor under the           
Bankruptcy Code) shall first be paid in full, or payment provided for, in       
either case in cash or cash equivalents or otherwise in a form satisfactory to  
the holders of Senior Debt of such Guarantor, before the Holders or the         
Trustee on their behalf shall be entitled to receive any Guarantor Note         
Payment. Before any Guarantor Note Payment may be made by, or on behalf of,     
such Guarantor of the principal of, premium, if any, or interest on, or any     
other obligation in respect of, the Notes pursuant to such Guarantor's          
Guarantee upon any such dissolution or winding up or liquidation or             
reorganization, any payment or distribution of assets or securities of such     
Guarantor of any kind or character, whether in cash, property or securities,    
to which the Holders or the Trustee on their behalf would be entitled, but for  
the subordination provisions of this Indenture, shall be made by such           
Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee,       
agent or other person making such payment or distribution, directly to the      
holders of Senior Debt of such Guarantor (pro rata to such holders on the       
basis of the respective amounts of Senior Debt held by such holders) or their   
representatives or to the trustee or trustees under any indenture pursuant to   
which any such Senior Debt may have been issued as their respective interests   
may appear, to the extent necessary to pay all such Senior Debt in full, in     
cash, after giving effect to any concurrent payment, distribution or provision  
therefor to or for the holders of such Senior Debt.                             

(b) In the event that, notwithstanding the foregoing provision
prohibiting such Guarantor Note Payment shall be received by the Trustee or     
any Holder of Notes at a time when such Guarantor Note Payment is prohibited    
by Section 12.03(a) and before all obligations in respect of the Senior Debt    
are paid in full in cash, such Guarantor Note Payment shall be received and     
held in trust for the benefit of, and shall be paid over or delivered to, the   
holders of Senior Debt (pro rata to such holders on the basis of the            
respective amounts of such Senior Debt held by such holders) or their           
respective trustee, agent or other representative under any agreement or        
indenture pursuant to which any of such Senior Debt may have been issued, as    
their respective interests may appear, for application to the payment of such   
Senior Debt remaining unpaid until all such Senior Debt has been paid in full   
in cash after giving effect to any concurrent payment, distribution or          
provision therefor to or for the account of the holders of such Senior Debt.    

The consolidation of any Guarantor with, or the merger of any 
Guarantor with or into, another corporation or the liquidation or dissolution   
of any Guarantor following the conveyance or transfer of its property as an     
entirety, or substantially as an entirety, to another corporation upon the      
terms and conditions provided in Article Five or Section 11.03 shall not be     
deemed a dissolution, winding-up, liquidation or reorganization for the         
purposes of this Section if such other corporation shall, as a part of such     
consolidation, merger, conveyance or transfer, comply with the conditions       
stated in Article Five or such Guarantor or successor entity shall be released  
from the Guarantee pursuant to the terms of Section 11.03.                      

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SECTION 12.04.      Subrogation.                                                

     Upon the payment in full in cash of all Senior Debt of a Guarantor,
the Holders of the Notes shall be subrogated to the rights of the holders of    
such Senior Debt to receive payments or distributions of cash, property or      
securities of such Guarantor made on such Senior Debt until the principal of,   
interest on, and all other amounts in respect of the Notes shall be paid in     
full in cash; and, for the purposes of such subrogation, no payments or         
distributions to the holders of such Senior Debt of any cash, property or       
securities to which the Holders of the Notes or the Trustee on their behalf     
would be entitled except for the provisions of this Article, and no payment     
over pursuant to the provisions of this Article to the holders of such Senior   
Debt by Holders of the Notes or the Trustee on their behalf shall, as between   
such Guarantor, its creditors other than holders of Senior Debt, and the        
Holders of the Notes, be deemed to be a payment by such Guarantor to or on      
account of such Senior Debt. It is understood that the provisions of this       
Article are and are intended solely for the purpose of defining the relative    
rights of the Holders of the Notes, on the one hand, and the holders of the     
Senior Debt of the Guarantors, on the other hand.                               

SECTION 12.05.      Obligations of Guarantors Unconditional.                    

     Nothing contained in this Article or elsewhere in this Indenture or
in the Notes or the Guarantee is intended to or shall impair, as among the      
Guarantors and the Holders of the Notes, the obligation of each Guarantee,      
which is absolute and unconditional, to pay to the Holders of the Notes the     
principal of, interest on, and all other amounts in respect of the Notes as     
and when the same shall become due and payable in accordance with the terms of  
the Guarantee, or is intended to or shall affect the relative rights of the     
Holders of the Notes and creditors of any Guarantor other than the holders of   
the Senior Debt, nor shall anything herein or therein prevent the Holder of     
any Note or the Trustee on their behalf from exercising all remedies otherwise  
permitted by applicable law upon default under this Indenture, subject to the   
rights, if any, under this Article of the holders of the Senior Debt in         
respect of cash, property or securities of any Guarantor received upon the      
exercise of any such remedy.                                                    

SECTION 12.06.      Notice to Trustee.                                          

   The Issuer shall give prompt written notice to the Trustee of any
fact known to the Issuer or a Guarantor which would prohibit the making of any  
payment to or by the Trustee in respect of the Notes pursuant to the            
provisions of this Article. The Trustee shall not be charged with knowledge of  
the existence of any default or event of default with respect to any Senior     
Debt of a Guarantor or of any other facts which would prohibit the making of    
any payment to or by the Trustee unless and until the Trustee shall have        
received notice in writing at this Corporate Trust Office to that effect        
signed by an Officer of the Issuer, or by a holder of Senior Debt or trustee,   
agent or other representative therefor; and prior to the receipt of any such    
written notice, the Trustee shall, subject to Article Seven, be entitled to     
assume that no such facts exist; provided that if the Trustee shall not have    
received the notice provided for in this Section at least two Business Days     
prior to the date upon which by the terms of this Indenture any moneys shall    
become payable for any purpose (including, without limitation, the payment of   
the principal or interest on any Note ), then, regardless of anything herein    
to the contrary, the Trustee shall have full power and authority to receive     
any moneys from any Guarantor and to apply the same to the purpose for which    
they were received, and shall not be affected by any notice to the contrary     
which may be received by it on or after such prior date. Nothing contained in   
this Section 12.06 shall limit the right of the holders of Senior Debt of a     
Guarantor to recover payments as contemplated by Section 12.03. The Trustee     
shall be entitled to rely on the delivery to it of a written notice by a        
Person representing himself or itself to be a holder of any Senior Debt of a    
Guarantor (or a trustee, agent or other representative of, such holder) to      
establish that                                                                  

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such notice has been given by a holder of such Senior Debt or a trustee, agent  
or other representative on behalf of any such holder.                           

 In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of     
Senior Debt of a Guarantor to participate in any payment or distribution        
pursuant to this Article, the Trustee may request such Person to furnish        
evidence to the reasonable satisfaction of the Trustee as to the amount of      
such Senior Debt held by such Person, the extent to which such Person is        
entitled to participate in such payment or distribution and any other facts     
pertinent to the rights of such Person under this Article, and if such          
evidence is not furnished, the Trustee may defer any payment to such Person     
pending judicial determination as to the right of such Person to receive        
payment.                                                                        

SECTION 12.07.      Reliance on Judicial Order or Certificate of Liquidating    
Agent.                                  

Upon any payment or distribution of assets or securities of a 
Guarantor referred to in this Article, the Trustee and the Holders of the       
Notes shall be entitled to rely upon any order or decrees made by any court of  
competent jurisdiction in which bankruptcy, dissolution, winding-up,            
liquidation or reorganization proceedings are pending, or upon a certificate    
of the receiver, trustee in bankruptcy, liquidating trustee, agent or other     
person making such payment or distribution, delivered to the Trustee or to the  
Holders of the Notes for the purpose of ascertaining the persons entitled to    
participate in such payment or distribution, the holders of the Senior Debt of  
such Guarantor and other indebtedness of such Guarantor, the amount thereof or  
payable thereon, the amount or amounts paid or distributed thereon and all      
other facts pertinent thereto or to this Article.                               

SECTION 12.08.      Trustee's Relation to Senior Debt of Guarantors.            

      The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article with respect to any Senior Debt of Guarantors, which  
may at any time be held by it in its individual or any other capacity to the    
same extent as any other holder of such Senior Debt, and nothing in this        
Indenture shall deprive the Trustee or any Paying Agent of any of its rights    
as such holder.                                                                 

       With respect to the holders of a Guarantor's Senior Debt, the Trustee
undertakes to perform or to observe only such of its covenants and obligations  
as are specifically set forth in this Article, 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 Guarantors (except as provided  
in Sections 12.02(b) and 12.03)(b)). The Trustee shall not be liable to any     
such holders if the Trustee shall in good faith mistakenly pay over or          
distribute to Holders of Notes or to the Issuer or to any other person cash,    
property or securities to which any holders of Senior Debt shall be entitled    
by virtue of this Article or otherwise.                                         

SECTION 12.09.      Subordination Rights Not Impaired by Acts or Omissions      
                  of the Guarantors or Holders of Senior Debt of Guarantors.

 No right of any present or future holders of any Senior Debt of
Guarantors to enforce subordination as provided herein shall at any time in     
any way be prejudiced or impaired by any act or failure to act on the part of   
any Guarantor or by any act or failure to act, in good faith, by any such       
holder, or by any noncompliance by any Guarantor with the terms of this         
Indenture, regardless of any knowledge thereof which any such holder may have   
or otherwise be charged with. The revisions of this Article are intended to be  
for the benefit of, and shall be enforceable directly by, the holders of        
Senior Debt of Guarantors.                                                      

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SECTION 12.10.      Noteholders Authorize Trustee To Effectuate                 
Subordination of Guarantees.            

     Each Holder of Notes by his acceptance of such Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be       
necessary or appropriate to effectuate the subordination provided in this       
Article, and appoints the Trustee his attorney-in-fact for such purposes,       
including, in the event of any dissolution, winding-up, liquidation or          
reorganization of any Guarantor (whether in bankruptcy, insolvency,             
receivership, reorganization or similar proceedings or upon an assignment for   
the benefit of creditors or otherwise) tending towards liquidation of the       
business and assets of such Guarantor, the filing of a claim for the unpaid     
balance of its or his Notes in the form required in those proceedings.          

SECTION 12.11.      This Article Not to Prevent Events of Default.              

       The failure to make a payment on account of principal of, or interest
on, or any other amount in respect of the Notes by reason of any provision of   
this Article shall not be construed as preventing the occurrence of an Event    
of Default under clause (a), (b) or (c) of Section 6.01.                        

SECTION 12.12.      No Waiver of Guarantee Subordination Provisions.            

  Without in any way limiting the generality of Section 12.09, the
holders of Senior Debt of Guarantors may, at any time and from time to time,    
without the consent of or notice to the Trustee or the Holders of the Notes,    
without incurring responsibility to the Holders of the Notes and without        
impairing or releasing the subordination provided in this Article or the        
obligations hereunder of the Holders of the Notes to the holders of Senior      
Debt of Guarantors, do any one or more of the following: (a) change the         
manner, place or terms of payment or extend the time of, or renew or alter,     
Senior Debt of Guarantors or any instrument evidencing the same or any          
agreement under which such Senior Debt is outstanding or secured; (b) sell,     
exchange, release or otherwise deal with any property pledged, mortgaged or     
otherwise securing such Senior Debt; (c) release any Person liable in any       
manner for the collection of such Senior Debt; and (d) exercise or refrain      
from exercising any rights against the Issuer and any other Person.             

SECTION 12.13.      Subordination Provisions Not Applicable to Money Held       
      in Trust for Noteholders; Payments May Be Paid
Prior to Dissolution.                   

       All cash and investments deposited in trust with the Trustee pursuant
to and in accordance with Article Nine shall be for the sole benefit of the     
Holders and shall not be subject to this Article Eight.                         

  Nothing contained in this Article or elsewhere in this Indenture
shall prevent (i) a Guarantor, except under the conditions described in         
Section 12.02, from making payments of principal of, or interest on, the        
Notes, or from depositing with the Trustee any such payments or from effecting  
a termination of such Guarantor's obligations under the Guarantee and this      
Indenture as provided in Article Nine, or (ii) the application by the Trustee   
of any moneys deposited with it for the purpose of making such payments of      
principal of and interest on the Notes, to the holders entitled thereto unless  
at least two Business Days prior to the date upon which such payment becomes    
due and payable and the Trustee shall have received the written notice          
provided for in Section 12.02(b) or in Section 12.06.                           

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ARTICLE THIRTEEN  

MISCELLANEOUS 

SECTION 13.01.      Trust Indenture Act Controls.                               

 This Indenture is subject to the provisions of the TIA that are
required to be a part of this Indenture, and shall, to the extent applicable,   
be governed by such provisions. If any provision of this Indenture modifies     
any TIA provision that may be so modified, such TIA provision shall be deemed   
to apply to this Indenture as so modified. If any provision of this Indenture   
excludes any TIA provision that may be so excluded, such TIA provision shall    
be excluded from this Indenture.                                                

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

SECTION 13.02.      Notices.                                                    

       Any notice or communication shall be sufficiently given if in writing
and delivered in person, by facsimile, by overnight courier, or mailed by       
first-class mail addressed as follows:                                          

if to the Issuer or the Guarantors:                           

       Allied Digital Technologies Corp.
140 Fell Court            
Hauppauge, NY  11788      

           Attention:  Vice President of Finance

Facsimile:  (516) 232-5370
Telephone:  (516) 232-2323

with a copy to:                                               

 Morgan, Lewis & Bockius LLP
101 Park Avenue           
New York, NY  10178       

        Attention:  Philip H. Werner, Esq.

Facsimile:  (212) 309-6273
Telephone:  (212) 309-6000

and 

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Warshaw Burstein Cohen    
Schlesinger & Kuh, LLP
555 Fifth Avenue          
New York, NY  10017       

           Attention:  Stanley Schlesinger, Esq.

Facsimile:  (212) 972-9150
Telephone:  (212) 984-7700

if to the Trustee:                                            

       IBJ Schroder Bank & Trust Company
[Address]                 

                 Attention:  Corporate Trust  Administration

Facsimile:  [            ]
Telephone:  [            ]

The Issuer or the Trustee by notice to the other 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 telephonic acknowledgment of receipt is        
obtained, if telecopied; and the next Business Day after timely delivery to     
the courier, if sent by overnight courier promising next Business Day           
delivery.                                                                       

   Any notice or communication to a Holder shall be mailed, by first
class mail, postage prepaid, or by overnight air courier promising next         
Business Day delivery, including any notice delivered in connection with TIA    
ss.ss. 310(b), 313(c), 314(a) and 315(b), to him at his address as set forth    
on the registration books of the Registrar and shall be sufficiently given to   
him if so mailed within the time prescribed. To the extent required by the      
TIA, any notice or communication shall also be mailed to any Person described   
in TIA ss. 313(c).                                                              

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

SECTION 13.03.      Communications by Holders with Other Holders.               

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

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SECTION 13.04.      Certificate and Opinion as to Conditions Precedent.         

      Upon any request or application by the Issuer to the Trustee to take
or refrain from taking any action under this Indenture, the Issuer shall        
furnish to the Trustee at the request of the Trustee:                           

      (1) an Officers' Certificate in form and substance
 satisfactory to the Trustee stating that, in the opinion of the
 signers, all conditions precedent, if any, provided for in this
    Indenture relating to the proposed action have been complied with;

                (2) an Opinion of Counsel in form and substance satisfactory
       to the Trustee stating that, in the opinion of such counsel, all such
conditions precedent have been complied with; and             

        (3) where applicable, a certificate or opinion by an
     independent certified public accountant satisfactory to the Trustee
that complies with TIA ss. 314(c).                            

SECTION 13.05.      Statements Required in Certificate or Opinion.              

Each certificate or opinion with respect to compliance with a 
condition or covenant provided for in this Indenture shall include:             

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

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

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

                (4) a statement as to whether or not, in the opinion of such
      person, such condition or covenant has been complied with; provided,
     however, that with respect to matters of fact an Opinion of Counsel
may rely on an Officers' Certificate or certificates of public
officials.                                                    

SECTION 13.06.      Rules by Trustee, Paying Agent, Registrar.                  

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

SECTION 13.07.      Governing Law.                                              

    The laws of the State of New York shall govern this Indenture, the
Notes and the Guarantee without regard to principles of conflicts of law.       

SECTION 13.08.      No Recourse Against Others.                                 

     No director, officer, employee or stockholder of the Company or any
of its Subsidiaries, as such, shall have any liability for any obligations of   
the Issuer or any Guarantor under the Notes, this Indenture, the Guar-          

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antees or any claim based on, in respect of, or by reason of, such obligations  
or their creation. Each Noteholder by accepting a Note waives and releases all  
such liability. The waiver and release are part of the consideration for        
issuance of the Notes.                                                          

SECTION 13.09.      Successors.                                                 

    All agreements of the Issuer in this Indenture and the Notes shall
bind its successor. All agreements of each Guarantor in this Indenture and the  
Guarantee of such Guarantor shall bind its successor.                           

All agreements of the Trustee in this Indenture shall bind its successor.       

SECTION 13.10.      Counterpart Originals.                                      

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

SECTION 13.11.      Severability.                                               

 In case any provision in this Indenture, in the Notes or in the
Guarantee 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, and a Holder shall have no claim therefor         
against any party hereto.                                                       

SECTION 13.12.      No Adverse Interpretation of Other Agreements.              

     This Indenture may not be used to interpret another indenture, loan
or debt agreement of the Issuer or a Subsidiary. Any such indenture, loan or    
debt agreement may not be used to interpret this Indenture.                     

SECTION 13.13.      Legal Holidays.                                             

If a payment date is not a Business Day at a place of payment,
payment may be made at that place on the next succeeding Business Day, and no   
interest shall accrue for the intervening period.                               

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SIGNATURES  

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

                      ALLIED DIGITAL, INC.

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

                                   ALLIED DIGITAL TECHNOLOGIES CORP.

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

                                HMG DIGITAL TECHNOLOGIES CORP.

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

                    HRM HOLDINGS CORP.

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

                                   IBJ SCHRODER BANK & TRUST COMPANY
                as Trustee

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

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                                                                   EXHIBIT A

ALLIED DIGITAL, INC.  

CUSIP No.                                                                       

No.                                                         $                   

  [     ]% SENIOR SUBORDINATED NOTE DUE 2008

  ALLIED DIGITAL, INC. promises to pay to CEDE & CO. or registered
assigns the principal sum of Dollars on [         ], 2008.                      

Interest Payment Dates:  [      ] and [     ], beginning [      ], 1999.        

Record Dates:  [      ] and [      ], beginning [      ], 1999.                 

      IN WITNESS WHEREOF, ALLIED DIGITAL, INC., has caused this instrument
to be executed by duly authorized officers.                                     

                      ALLIED DIGITAL, INC.

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

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

Certificate of Authentication:                                                  

        This is one of the [    ]% Senior Subordinated Notes due 2008 referred
to in the within-mentioned Indenture.                                           

IBJ SCHRODER BANK & TRUST COMPANY                                               
as Trustee                                                                  

By                                                          Date:               
------------------------------------                                      
Authorized Signatory                                                    

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(REVERSE OF SECURITY) 

ALLIED DIGITAL, INC.  

[   ]% Senior Subordinated Note due 2008

1.       Interest.                                            

       Allied Digital, Inc., a New York corporation (the "Issuer"), promises
to pay interest at the rate of [ ]% per annum on the principal amount of this   
Note semiannually commencing on [ ], 1999, until the principal hereof is paid   
or made available for payment. Interest on the Notes will accrue from and       
including the most recent date to which interest has been paid or, if no        
interest has been paid, from and including [ ], 1998, through but excluding     
the date on which interest is paid. If an Interest Payment Date falls on a day  
that is not a Business Day, the interest payment to be made on such Interest    
Payment Date will be made on the next succeeding Business Day with the same     
force and effect as if made on such Interest Payment Date, and no additional    
interest will accrue as a result of such delayed payment. Interest will be      
computed on the basis of a 360-day year of twelve 30-day months.                

2.       Method of Payment.                                   

The interest payable on the Notes, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in the Indenture   
(as defined below), be paid to the Person in whose name this Note is            
registered at the close of business on the regular record date, which shall be  
the [ ] or [ ] (whether or not a Business Day) next preceding such Interest     
Payment Date. Any such interest not so punctually paid or duly provided for,    
and any interest payable on such defaulted interest (to the extent lawful),     
will forthwith cease to be payable to the Holder on such regular record date    
and shall be paid to the person in whose name this Note is registered at the    
close of business on a special record date for the payment of such defaulted    
interest to be fixed by the Issuer, notice of which shall be given to Holders   
not less than 15 days prior to such special record date. Payment of the         
principal of and interest on this Note will be made at the agency of the        
Issuer maintained for that purpose in New York, New York and at any other       
office or agency maintained by the Issuer for such purpose, 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; provided, however, that at the  
option of the Issuer payment of interest may be made by check mailed to the     
address of the Person entitled thereto as such address shall appear in the      
Note register.                                                                  

3.       Paying Agent and Registrar.                          

       Initially, IBJ Schroder Bank & Trust Company (the "Trustee") will act
as Paying Agent and Registrar. The Issuer may change any Paying Agent,          
Registrar or co-Registrar without notice to the Holders of Notes. Allied        
Digital Technologies Corp. (the "Company") or any of its Subsidiaries may act   
as Registrar or co-Registrar but may not act as Paying Agent.                   

4.       Indenture.                                           

     This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [ ]% Senior Subordinated Notes due 2008 (the "Notes"),        
limited in aggregate principal amount to $200,000,000 (except for Notes issued  
in substitution for destroyed, lost or stolen Notes) issuable under an          
indenture dated as of [ ], 1998 (the "Indenture"), between the Issuer, the      
Guarantors named therein and the Trustee. The terms of the Notes include those  
stated in the Indenture and those made part of the Indenture by the Trust       
Indenture Act of 1939 (the "Act") (15 U.S. Code ss.ss. 77aaa-77bbbb) as in      
effect on the date of the Indenture. The Notes are subject to all such terms,   
and Holders of Notes are referred to the Indenture and the Act for a statement  
of them.                                                                        

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Each Noteholder, by accepting a Note , agrees to be bound to all of the terms   
and provisions of the Indenture, as the same may be amended from time to time.  
Payment on each Note is guaranteed on a senior subordinated basis, jointly and  
severally, by the Guarantors pursuant to Article Eleven of the Indenture.       

      The Notes are subordinated in right of payment to all Senior Debt of
the Issuer to the extent and in the manner provided in the Indenture. Each      
Holder of a Note , by accepting a Note , agrees to such subordination,          
authorizes the Trustee to give effect to such subordination and appoints the    
Trustee as attorney-in-fact for such purpose.                                   

    Capitalized terms contained in this Note to the extent not defined
herein shall have the meanings assigned to them in the Indenture.               

5.       Optional Redemption.                                 

              (a) The Notes will be subject to redemption, at the option
of the Issuer, in whole or in part, at any time on or after [ ], 2003 and       
prior to maturity, upon not less than 30 nor more than 60 days' notice mailed   
to each Holder of Notes to be redeemed, in amounts of $1,000 or an integral     
multiple of $1,000, at the following redemption prices (expressed as            
percentages of principal amount), plus accrued interest to but excluding the    
date fixed for redemption (subject to the right of Holders on the relevant      
Record Date to receive interest due on an interest payment date that occurs on  
or prior to the date fixed for redemption), if redeemed during the 12-month     
period beginning [ ] of the years indicated:                                    

            Year                                      Percentage
            ----                                      ----------
       2003                                          %
       2004                                          %
       2005                                          %
         2006 and thereafter                          100%

              (b) Prior to, 2001, the Issuer may redeem up to 35% of the
principal amount of the Notes with the net cash proceeds received by the        
Company from one or more Public Equity Offerings at a redemption price          
(expressed as a percentage of the principal amount) of % of the principal       
amount thereof, plus accrued and unpaid interest, if any, to the date fixed     
for redemption; provided, however, that at least $65 million in aggregate       
principal amount of the Notes remains outstanding immediately after any such    
redemption (excluding any Notes owned by the Issuer or any of its Affiliates).  
Notice of redemption pursuant to this paragraph must be mailed to Holders of    
Notes not later than 60 days following the consummation of the relevant Public  
Equity Offering.                                                                

            (c) In addition, notwithstanding the optional redemption
provisions described above, at any time on or prior to [ ], 2003, the Notes     
may also be redeemed as a whole at the option of the Issuer upon the            
occurrence of a Change of Control (but in no event more than 60 days after the  
occurrence of such Change of Control) at a redemption price equal to 100% of    
the principal amount, plus the Applicable Premium as of, and accrued but        
unpaid interest, if any, to the date fixed for redemption (subject to the       
right of Holders of record on the relevant record date to receive interest due  
on the relevant interest payment date). Notice of redemption pursuant to this   
paragraph must be mailed to Holders of Notes at least 30 days and not more      
than 60 days prior to the date fixed for redemption.                            

              (d) Selection of Notes for any partial redemption shall be
made by the Trustee, in accordance with the rules of any national securities    
exchange on which the Notes may be listed or, if the Notes are not so listed,   
pro rata or by lot or in such other manner as the Trustee shall deem            
appropriate and fair. Notes in denominations larger than $1,000 may be          
redeemed in part but only in integral multiples of $1,000. Notice of            
re-                                                                             

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demption will be mailed before the date fixed for redemption to each Holder     
of Notes to be redeemed at his or her registered address. On and after the      
date fixed for redemption, interest will cease to accrue on Notes or portions   
thereof called for redemption.                                                  

The Notes will not have the benefit of any sinking fund.      

6.       Offer to Purchase upon Occurrence                    
of a Change of Control.                     

  Within 30 days following a Change of Control, the Issuer will be
required to make an offer to purchase all outstanding Notes at a purchase       
price equal to 101% of the aggregate principal amount thereof plus any accrued  
and unpaid interest thereon.                                                    

7.       Notice of Redemption.                                

     Notice of redemption will be mailed by first class mail at least 30
days but not more than 60 days before the redemption date to each Holder of     
Notes to be redeemed at his registered address. Notes in denominations larger   
than $1,000 may be redeemed in part. On and after the redemption date,          
interest ceases to accrue on those Notes or portion of them called for          
redemption.                                                                     

8.       Denominations; Transfer; Exchange.                   

      The Notes are in registered form without coupons in denominations of
$1,000 and integral multiples of $1,000. A Holder may transfer or exchange      
Notes in accordance with the Indenture. The Registrar may require a Holder,     
among other things, to furnish appropriate endorsements and transfer documents  
and to pay any taxes and fees required by law or permitted by the Indenture.    
The Registrar need not transfer or exchange any Notes selected for redemption.  

9.       Persons Deemed Owners.                               

       The registered Holder of a Note may be treated as the owner of it for
all purposes.                                                                   

10.      Unclaimed Funds.                                     

    If funds for the payment of principal or interest remain unclaimed
for two years, the Trustee or Paying Agent will repay the funds to the Issuer   
at its request. After such repayment Holders of Notes entitled to such funds    
must look to the Issuer for payment unless an abandoned property law            
designates another person.                                                      

11.      Discharge Prior to Redemption or Maturity.           

  The Indenture will be discharged and canceled except for certain
Sections thereof, subject to the terms of the Indenture, upon the payment of    
all the Notes or upon the irrevocable deposit with the Trustee of funds or      
United States Government Obligations sufficient for such payment or             
redemption.                                                                     

12.      Amendment; Supplement; Waiver.                       

  Subject to certain exceptions, the Indenture or the Notes may be
amended or supplemented with the consent of the Holders of at least a majority  
in principal amount of the outstanding Notes, and any past default or           
compliance with any provision may be waived with the consent of the Holders of  
a majority in principal amount of the outstanding Notes. Without notice to or   
the consent of any Holder, the Issuer, the Guarantors and                       

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the Trustee may amend or supplement the Indenture or the Notes to cure any      
ambiguity, defect or inconsistency, or to make any change that does not         
adversely affect the rights of any Holder of Notes.                             

13.      Restrictive Covenants.                               

 The Indenture restricts, among other things, the ability of the
Company or any Restricted Subsidiary to permit any Liens to be imposed on       
their assets, to make certain Restricted Payments and Investments, limits the   
Indebtedness which the Company or any Restricted Subsidiary may incur and       
limits the terms on which the Company or any Restricted Subsidiary may engage   
in certain Asset Dispositions. The Issuer is also obligated under certain       
circumstances to make an offer to purchase Notes with the net cash proceeds of  
certain Asset Dispositions. The Company and the Issuer must report quarterly    
to the Trustee on compliance with the covenants in the Indenture.               

14.      Successor Corporation.                               

       Pursuant to the Indenture, the ability of the Company or a Restricted
Subsidiary to consolidate with, merge with or into or transfer its assets to    
another person is conditioned upon certain requirements, including certain      
financial requirements applicable to the surviving Person.                      

15.      Defaults and Remedies.                               

     If an Event of Default shall occur and be continuing, the principal
of all of the outstanding Notes, plus all accrued and unpaid interest, if any,  
to the date the Notes become due and payable, may be declared due and payable   
in the manner and with the effect provided in the Indenture.                    

16.      Trustee Dealings with Issuer.                        

     The Trustee in its individual or any other capacity, may become the
owner or pledgee of Notes and make loans to, accept deposits from, and perform  
services for the Issuer or its Affiliates, and may otherwise deal with the      
Issuer or its Affiliates, as if it were not Trustee.                            

17.      No Recourse Against Others.                          

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

18.      Authentication.                                      

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

19.      Abbreviations.                                       

     Customary abbreviations may be used in the name of Noteholder 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).                                                                           

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20.      CUSIP Numbers.                                       

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

21.      Governing Law.                                       

       The laws of the State of New York shall govern the Indenture and this
Note and the Guarantee without regard to principles of conflicts of law.        

       The Issuer will furnish to any Holder of record of Notes upon written
request and without charge a copy of the Indenture.                             

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[FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]  

SENIOR SUBORDINATED GUARANTEE 

     The Guarantors (as defined in the Indenture referred to in the Note
upon which this notation is endorsed) hereby, jointly and severally,            
unconditionally guarantee on a senior subordinated basis (such guarantee by     
each Guarantor being referred to herein as the "Guarantee") the due and         
punctual payment of the principal of, premium, if any, and interest on the      
Notes, whether at maturity, by acceleration or otherwise, the due and punctual  
payment of interest on the overdue principal, premium and interest, if any, on  
the Notes, and the due and punctual performance of all other obligations of     
the Issuer to the Holders or the Trustee, all in accordance with the terms set  
forth in Article Eleven of the Indenture.                                       

      The obligations of each Guarantor to the Holders of Notes and to the
Trustee pursuant to the Guarantee and the Indenture are expressly set forth,    
and are expressly subordinated and subject in right of payment to the prior     
payment in full of all Senior Debt of such Guarantor, to the extent and in the  
manner provided, in Article Twelve of the Indenture, and reference is hereby    
made to such Indenture for the precise terms of the Guarantee therein made.     

      The Guarantee shall not be valid or obligatory for any purpose until
the certificate of authentication on the Notes upon which the Guarantee is      
noted shall have been executed by the Trustee under the Indenture by the        
manual signature of one of its authorized officers.                             

      This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York without regard to principles of conflicts of  
law.                                                                            

      This Guarantee is subject to release upon the terms set forth in the
Indenture.                                                                      

                               ALLIED DIGITAL TECHNOLOGIES CORP.
                            HMG DIGITAL TECHNOLOGIES CORP.
               HRM HOLDING CORP.

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

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ASSIGNMENT FORM 

     If you the Holder want to assign this Note , fill in the form below
and have your signature guaranteed:                                             

I or we assign and transfer this Note to:                                       

------------------------------------------------------------------------------  
------------------------------------------------------------------------------  
------------------------------------------------------------------------------  
 (Print or type name, address and zip code and
 social security or tax ID number of assignee)

and irrevocably appoint _____________________________________, agent to         
transfer this Note on the books of the Issuer. The agent may substitute         
another to act for him.                                                         

Dated:                               Signed:                                    
    -------------------                   ----------------------------------
                                        (Sign exactly as name appears on
                                       the other side of this Note )

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

SIGNATURE GUARANTEE 

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

A-8   

EX-4.1
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OPTION OF HOLDER TO ELECT PURCHASE  

If you the Holder want to elect to have this Note purchased by the Issuer,      
check the box:                                                                  

If you want to elect to have only part of this Note purchased by the Issuer,    
state the amount: $                                                             

Dated:                          Your signature:                                 
    -----------------                        -------------------------------
                                            (Sign exactly as name appears on
                                           the other side of this Note )

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

SIGNATURE GUARANTEE 

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

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-2/A’ Filing		Date		First		Last			Other Filings
		7/31/99		37					None on these Dates
Filed on:		7/27/98
									List all Filings