Silver Cinemas International Inc, et al. – ‘S-4’ on 6/15/98 – EX-4.1

As of:  Monday, 6/15/98   ·   Accession #:  950150-98-1013   ·   File #s:  333-56903, -01, -02, -03

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               169    828K 
                          Business-Combination Transaction                       
 2: EX-1.1      Purchase Agreement                                    39    129K 
 3: EX-2.1      Asset Purchase Agreement                              28    115K 
 4: EX-2.2      Asset Purchase Agreement                              65    262K 
 5: EX-2.3      Property Purchase Agreement                           57    226K 
 6: EX-3.1      Certificate of Incorporation                          11     37K 
 7: EX-3.2      By-Laws of Silver Cinemas International, Inc.         41     86K 
 8: EX-3.3      Certificate of Incorporation                           2     12K 
 9: EX-3.4      By-Laws of Silver Cinemas, Inc.                       40     87K 
10: EX-3.5      Certificate of Incorporation                           3     17K 
11: EX-3.6      By-Laws of Sci Acquisition Corp.                      40     85K 
12: EX-3.7      Certificate of Incorporation                           2     12K 
13: EX-3.8      By-Laws of Landmark Theatre Corp.                     39     86K 
14: EX-4.1      Indenture                                            151    489K 
15: EX-4.2      A/B Exchange Registration Rights Agreement            22     95K 
16: EX-5.1      Opinion of Latham & Watkins                            3     17K 
17: EX-10.1     Stockholders' Agreement                               21     69K 
18: EX-10.2     Employment Agreement - Bert Manzari                   20     75K 
19: EX-10.3     Employment Agreement - Paul Richardson                18     66K 
20: EX-12.1     Computation of Ratio of Earnings                       3     20K 
21: EX-21.1     Subsidiaries of Silver Cinemas Int'L, Inc.             1      9K 
22: EX-23.2     Consent of Deloitte & Touche LLP                       1     11K 
23: EX-23.3     Consent of Kpmg Peat Marwick LLP                       1     10K 
24: EX-23.4     Consent of Coopers & Lybrand LLP                       1     11K 
25: EX-25.1     Form T-1                                               5     22K 
28: EX-27.1   ƒ Financial Data Schedule                                2±    14K 
26: EX-99.1     Form of Letter of Transmittal                         17     74K 
27: EX-99.2     Forms of Notices of Guaranteed Delivery                4     21K 

EX-4.1   —   Indenture
Exhibit Table of Contents

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                                                                     EXHIBIT 4.1
================================================================================

 SILVER CINEMAS INTERNATIONAL, INC.,
as Issuer,

 and

THE GUARANTORS

(defined herein)

 and

 NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION,

as Trustee

 ---------------------
 INDENTURE
Dated as of April 15, 1998

 ---------------------
up to $115,000,000
10 1/2% Senior Subordinated Notes due 2005

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

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 CROSS-REFERENCE TABLE

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  TIA                                                      Indenture           
Section                                                     Section            
-------                                                     -------            
                                                                               
   310(a)(1)..........................................        7.10             
      (a)(2)..........................................        7.10             
      (a)(3)..........................................        N.A.             
      (a)(4)..........................................        N.A.             
      (a)(5)..........................................        7.08; 7.10       
      (b).............................................        7.08; 7.10; 12.02
      (c).............................................        N.A.             
   311(a).............................................        7.11             
      (b).............................................        7.11             
      (c).............................................        N.A.             
   312(a) ............................................        2.05             
      (b).............................................        12.03            
      (c).............................................        12.03            
   313(a).............................................        7.06             
      (b)(1)..........................................        N.A.             
      (b)(2)..........................................        7.06             
      (c).............................................        7.06; 12.02      
      (d).............................................        7.06             
   314(a).............................................        4.06; 4.08; 12.02
      (b).............................................        N.A.             
      (c)(1)..........................................        12.04            
      (c)(2)..........................................        12.04            
      (c)(3)..........................................        N.A.             
      (d).............................................        N.A.             
      (e).............................................        12.05            
      (f).............................................        N.A.             
   315(a).............................................        7.01(b)          
      (b).............................................        7.05; 12.02      
      (c).............................................        7.01(a)          
      (d).............................................        7.01(c)          
      (e).............................................        6.10             
   316(a)(last sentence)..............................        2.09             
      (a)(1)(A).......................................        6.04             
      (a)(1)(B).......................................        6.03             
      (a)(2)..........................................        N.A.             
      (b).............................................        6.06             
      (c).............................................        9.05             
   317(a)(1)..........................................        6.07             
      (a)(2)..........................................        6.08             
      (b).............................................        2.04             
   318(a).............................................        12.01            
      (c).............................................        12.01            

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

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

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             ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE           

SECTION 1.01. Definitions ...............................................   1 
SECTION 1.02. Incorporation by Reference of TIA .........................  24 
SECTION 1.03. Rules of Construction .....................................  25 

                             ARTICLE TWO THE NOTES                            

SECTION 2.01. Form and Dating ...........................................  25 
SECTION 2.02. Execution and Authentication; Aggregate Principal Amount ..  27 
SECTION 2.03. Registrar and Paying Agent ................................  28 
SECTION 2.04. Paying Agent To Hold Assets in Trust ......................  29 
SECTION 2.05. Noteholder Lists ..........................................  29 
SECTION 2.06. Transfer and Exchange .....................................  30 
SECTION 2.07. Replacement Notes .........................................  30 
SECTION 2.08. Outstanding Notes .........................................  31 
SECTION 2.09. Treasury Notes ............................................  31 
SECTION 2.10. Temporary Notes ...........................................  31 
SECTION 2.11. Cancellation ..............................................  32 
SECTION 2.12. Defaulted Interest.........................................  32 
SECTION 2.13. CUSIP Number ..............................................  32 
SECTION 2.14. Deposit of Moneys .........................................  33 
SECTION 2.15. Book-Entry Provisions for Global Note .....................  33 
SECTION 2.16. Special Transfer Provisions ...............................  34 

                            ARTICLE THREE REDEMPTION                          

SECTION 3.01. Notices to Trustee.........................................  39 
SECTION 3.02. Selection of Notes To Be Redeemed .........................  40 
SECTION 3.03. Notice of Redemption ......................................  40 
SECTION 3.04. Effect of Notice of Redemption ............................  41 
SECTION 3.05. Deposit of Redemption Price ...............................  41 
SECTION 3.06. Notes Redeemed in Part ....................................  42 

                             ARTICLE FOUR COVENANTS                           

SECTION 4.01. Payment of Notes ..........................................  42 
SECTION 4.02. Maintenance of Office or Agency ...........................  42 
SECTION 4.03. Corporate Existence .......................................  43 
SECTION 4.04. Payment of Taxes and Other Claims .........................  43 

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SECTION 4.05. Maintenance of Properties and Insurance ...................  43 
SECTION 4.06. Compliance Certificate; Notice of Default .................  44 
SECTION 4.07. Compliance with Laws ......................................  45 
SECTION 4.08. SEC Reports ...............................................  45 
SECTION 4.09. Waiver of Stay, Extension or Usury Laws ...................  46 
SECTION 4.10. Limitation on Restricted Payments .........................  46 
SECTION 4.11. Limitation on Transactions with Affiliates ................  48 
SECTION 4.12. Limitation on Indebtedness ................................  49 
SECTION 4.13. Limitation on Dividend and Other Payment Restrictions           
                  Affecting Subsidiaries ................................  49 
SECTION 4.14. Limitation on Additional Senior Subordinated Indebtedness .  50 
SECTION 4.15. Limitation on Change of Control ...........................  50 
SECTION 4.16. Limitation on Asset Sales .................................  52 
SECTION 4.17. Limitation on Liens .......................................  54 
SECTION 4.18. Additional Subsidiary Guarantees ..........................  54 
SECTION 4.19. Conduct of Business .......................................  55 

                       ARTICLE FIVE SUCCESSOR CORPORATION                     

SECTION 5.01. When Company May Merge, Etc ...............................  55 
SECTION 5.02. Successor Corporation Substituted .........................  56 

                        ARTICLE SIX DEFAULT AND REMEDIES                      

SECTION 6.01. Events of Default .........................................  57 
SECTION 6.02. Acceleration ..............................................  58 
SECTION 6.03. Waiver of Past Defaults ...................................  59 
SECTION 6.04. Control by Majority .......................................  59 
SECTION 6.05. Limitation on Suits .......................................  60 
SECTION 6.06. Rights of Holders To Receive Payment ......................  60 
SECTION 6.07. Collection Suit by Trustee ................................  61 
SECTION 6.08. Trustee May File Proofs of Claim ..........................  61 
SECTION 6.09. Priorities ................................................  61 
SECTION 6.10. Undertaking for Costs .....................................  62 
SECTION 6.11. Restoration of Rights and Remedies ........................  62 

                             ARTICLE SEVEN TRUSTEE                            

SECTION 7.01. Duties of Trustee .........................................  63 
SECTION 7.02. Rights of Trustee .........................................  64 
SECTION 7.03. Individual Rights of Trustee ..............................  65 

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SECTION 7.04. Trustee's Disclaimer ......................................  65 
SECTION 7.05. Notice of Default .........................................  65 
SECTION 7.06. Reports by Trustee to Holders .............................  66 
SECTION 7.07. Compensation and Indemnity ................................  66 
SECTION 7.08. Replacement of Trustee ....................................  67 
SECTION 7.09. Successor Trustee by Merger, Etc. .........................  68 
SECTION 7.10. Eligibility; Disqualification .............................  68 
SECTION 7.11. Preferential Collection of Claims Against Company .........  69 

                ARTICLE EIGHT DISCHARGE OF INDENTURE; DEFEASANCE              

SECTION 8.01. Termination of the Company's Obligations ..................  69 
SECTION 8.02. Legal Defeasance and Covenant Defeasance ..................  70 
SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance .....  71 
SECTION 8.04. Application of Trust Money ................................  73 
SECTION 8.05. Repayment to the Company or the Guarantors ................  74 
SECTION 8.06. Satisfaction and Discharge ................................  74 
SECTION 8.07. Reinstatement .............................................  75 

                ARTICLE NINE AMENDMENTS, SUPPLEMENTS AND WAIVERS              

SECTION 9.01. Without Consent of Holders ................................  75 
SECTION 9.02. With Consent of Holders ...................................  76 
SECTION 9.03. Effect on Senior Debt .....................................  77 
SECTION 9.04. Compliance with TIA .......................................  77 
SECTION 9.05. Revocation and Effect of Consents .........................  77 
SECTION 9.06. Notation on or Exchange of Notes ..........................  78 
SECTION 9.07. Trustee To Sign Amendments, Etc. ..........................  78 

                           ARTICLE TEN SUBORDINATION                          

SECTION 10.01. Notes Subordinated to Senior Debt ........................  79 
SECTION 10.02. No Payment on Notes in Certain Circumstances .............  79 
SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc. ..........  80 
SECTION 10.04. Payments May Be Paid Prior to Dissolution ................  82 
SECTION 10.05. Subrogation ..............................................  82 
SECTION 10.06. Obligations of the Company Unconditional .................  83 
SECTION 10.07. Notice to Trustee ........................................  83 
SECTION 10.08. Reliance on Judicial Order or Certificate of                   
                  Liquidating Agent .....................................  84 
SECTION 10.09. Trustee's Relation to Senior Debt ........................  84 

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SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions         
                    of the Company or Holders of Senior Debt ............  84 
SECTION 10.11. Noteholders Authorize Trustee To Effectuate                    
                    Subordination of Notes ..............................  85 
SECTION 10.12. This Article Ten Not To Prevent Events of Default ........  86 
SECTION 10.13. Trustee's Compensation Not Prejudiced ....................  86 

                           ARTICLE ELEVEN GUARANTEES                          

SECTION 11.01. Unconditional Guarantee ..................................  86 
SECTION 11.02. Subordination of Guarantee ...............................  87 
SECTION 11.03. Severability .............................................  87 
SECTION 11.04. Release of a Guarantor ...................................  87 
SECTION 11.05. Limitation of Guarantor's Liability ......................  88 
SECTION 11.06. Guarantors May Consolidate, Etc., on Certain Terms .......  88 
SECTION 11.07. Contribution .............................................  89 
SECTION 11.08. Waiver of Subrogation ....................................  89 
SECTION 11.09. Execution of Guarantee ...................................  90 
SECTION 11.10. No Payment on Guarantees in Certain Circumstances ........  90 
SECTION 11.11. Payment Over of Proceeds upon Dissolution, Etc. ..........  92 
SECTION 11.12. Payments May Be Paid Prior to Dissolution ................  93 
SECTION 11.13. Subrogation ..............................................  93 
SECTION 11.14. Obligations of Each Guarantor Unconditional ..............  94 
SECTION 11.15. Notice to Trustee ........................................  94 
SECTION 11.16. Reliance on Judicial Order or Certificate of                   
                    Liquidating Agent ...................................  95 
SECTION 11.17. Trustee's Relation to Guarantor Senior Debt ..............  95 
SECTION 11.18. Subordination Rights Not Impaired by Acts or Omissions         
                    of a Guarantor or Holders of Guarantor Senior Debt ..  96 
SECTION 11.19. Noteholders Authorize Trustee To Effectuate                    
                    Subordination of Guarantees .........................  96 
SECTION 11.20. This Article Eleven Not To Prevent Events of Default .....  97 
SECTION 11.21. Trustee's Compensation Not Prejudiced ....................  97 

                          ARTICLE TWELVE MISCELLANEOUS                        

SECTION 12.01. TIA Controls .............................................  97 
SECTION 12.02. Notices ..................................................  98 
SECTION 12.03. Communications by Holders with Other Holders .............  99 
SECTION 12.04. Certificate and Opinion as to Conditions Precedent .......  99 
SECTION 12.05. Statements Required in Certificate or Opinion ............  99 
SECTION 12.06. Rules by Trustee, Paying Agent, Registrar ................ 100 
SECTION 12.07. Legal Holidays ........................................... 100 

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SECTION 12.08. Governing Law ............................................ 100    
SECTION 12.09. No Adverse Interpretation of Other Agreements ............ 101    
SECTION 12.10. No Recourse Against Others ............................... 101    
SECTION 12.11. Successors ............................................... 101    
SECTION 12.12. Duplicate Originals ...................................... 101    
SECTION 12.13. Severability ............................................. 101    

SIGNATURES .............................................................. 102    

Exhibit A(1) - Form of Initial Note with Guarantee ......................  A(1)-1
Exhibit A(2) - Form of Exchange Note with Guarantee .....................  A(2)-1
Exhibit A(3) - Form of Regulation S Temporary Note with Guarantee .......  A(3)-1
Exhibit B - Form of Legend for Global Notes .............................  B-1   
Exhibit C(1) - Certificate of Transferor from 144A Global Note to                
                    Regulation S Global  Note ...........................  C(1)-1
Exhibit C(2) - Certificate of Transferor from Regulation S Global                
                    Note to 144A Global Note ............................  C(2)-1
Exhibit C(3) - Certificate of Transferor of Physical Notes ..............  C(3)-1
Exhibit C(4) - Certificate of Transferor from Global Note to                     
                    Physical Note .......................................  C(4)-1
Exhibit D - Certificate of Institutional Accredited Investor ............  D-1   

Note:   This Table of Contents shall not, for any purpose, be deemed to be part 
of the Indenture.                                               

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 INDENTURE, dated as of April 15, 1998, among Silver Cinemas
International, Inc., a Delaware corporation (the "Company"), the Guarantors (as 
hereinafter defined) and Norwest Bank, Minnesota, National Association, as      
Trustee (the "Trustee").                                                        

         The Company has duly authorized the creation of an issue of 10 1/2%
Senior Subordinated Notes due 2005 (the "Notes") and, to provide therefor, the  
Company has duly authorized the execution and delivery of this Indenture. All   
things necessary to make the Notes, when duly issued and executed by the Company
and authenticated and delivered hereunder, the valid obligations of the Company,
and to make this Indenture a valid and binding agreement of the Company, have   
been done.                                                                      

      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 Notes.      

 ARTICLE ONE

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.                                

           "144A Global Note" means a permanent global senior note that contains
the legend set forth in Exhibit B hereto and that is deposited with the Note    
Custodian and registered in the name of the Depository, representing a series of
Notes sold in reliance on Rule 144A or another exemption from the registration  
requirements of the Securities Act, other than Regulation S.                    

     "Acceleration Notice" has the meaning provided in Section 6.02.

          "Acquired Indebtedness" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with the Company or any of 
its Subsidiaries or assumed in connection with the acquisition of assets from   
such Person and in each case not incurred by such Person in connection with, or 
in anticipation or contemplation of, such Person becoming a Restricted          
Subsidiary of the Company or such acquisition, merger or consolidation.         

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

      "Administrative Services Agreement" means that certain Corporate
Development and Administrative Services Agreement between the Company and       
Brentwood dated as of July 2, 1996, as such agreement has been amended by that  
certain First Amendment thereto dated on or about the Issue Date, as such       
agreement is in effect on the Issue Date.                                       

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        "Affiliate" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,  
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to    
direct or cause the direction of the management and policies of a Person,       
whether through the ownership of voting securities, by contract or otherwise;   
and the terms "controlling" and "controlled" have meanings correlative of the   
foregoing.                                                                      

       "Affiliate Transaction" has the meaning provided in Section 4.11.

"Agent" means any Registrar, Paying Agent or co-Registrar.

"Agent Members" has the meaning provided in Section 2.15. 

       "Asset 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 any 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.                                                    

           "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of   
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to   
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of (a) any Capital Stock of any Restricted Subsidiary of the Company, or
(b) any other property or assets of the Company or any Restricted Subsidiary of 
the Company other than in the ordinary course of business; provided, however,   
that Asset Sales shall not include (i) a transaction or series of related       
transactions for which the Company or its Restricted Subsidiaries receive       
aggregate consideration of less than $500,000, (ii) the sale, lease, conveyance,
disposition or other transfer of all or substantially all of the assets of the  
Company or any Restricted Subsidiary as permitted under Section 5.01, and (iii) 
any permitted Restricted Payment.                                               

      "Authenticating Agent" has the meaning provided in Section 2.02.

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

     "Blockage Period" has the meaning provided in Section 10.02(a).

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

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

"Brentwood" means Brentwood Private Equity LLP.           

"Business Day" means a day that is not a Legal Holiday.   

 "Capitalized Lease Obligation" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and 
accounted for as capital lease obligations under GAAP and, for purposes of this 
definition, the amount of such obligations at any date shall be the capitalized 
amount of such obligations at such date, determined in accordance with GAAP.    

    "Capital Stock" means (i) with respect to any Person that is a
corporation, any and all shares, interests, participations or other equivalents 
(however designated and whether or not voting) of corporate stock, including    
each class of Common Stock and Preferred Stock of such Person, and (ii) with    
respect to any Person that is not a corporation, any and all partnership or     
other equity interests of such Person.                                          

        "Cash Equivalents" means: (i) marketable direct obligations issued
by, or unconditionally guaranteed by, the United States Government or issued by 
any agency thereof and backed by the full faith and credit of the United States,
in each case maturing within one year from the date of acquisition thereof; (ii)
marketable direct obligations issued by any state of the United States of       
America or any political subdivision of any such state or any public            
instrumentality thereof maturing within one year from the date of acquisition   
thereof and, at the time of acquisition, having one of the two highest ratings  
obtainable from either Standard & Poor's Corporation ("S&P") or Moody's         
Investors Service, Inc. ("Moody's"); (iii) commercial paper maturing no more    
than one year from the date of creation thereof and, at the time of acquisition,
having a rating of at least A-1 from S&P or at least P-1 from Moody's; (iv)     
certificates of deposit or bankers' acceptances maturing within one year from   
the date of acquisition thereof issued by any bank organized under the laws of  
the United States of America or any state thereof or the District of Columbia or
any U.S. branch of a foreign bank having at the date of acquisition thereof     
combined capital and surplus of not less than $250.0 million; (v) repurchase    
obligations with a term of not more than seven days for underlying securities of
the types described in clause (i) above entered into with any bank meeting the  
qualifications specified in clause (iv) above; and (vi) investments in money    
market funds which                                                              

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invest substantially all their assets in securities of the types described in   
clauses (i) through (v) above.                                                  

"Cedel" means Cedel Bank, societe anonyme.                

    "Change of Control" means the occurrence of one or more of the
following events: (i) any sale, lease, exchange or other transfer (in one       
transaction or a series of related transactions) of all or substantially all of 
the assets of the Company to any Person or group of related Persons for purposes
of Section 13(d) of the Exchange Act (a "Group"), together with any Affiliates  
thereof (whether or not otherwise in compliance with the provisions of this     
Indenture); (ii) (A) prior to the initial public offering of the Common Stock of
the Company, both (x) the Permitted Holders shall own less than 50% of the      
aggregate ordinary voting power ("Voting Power") represented by the issued and  
outstanding Capital Stock of the Company and (y) any Person or Group (other than
the Permitted Holders(s)) shall become the owner, directly or indirectly,       
beneficially or of record, of shares representing Voting Power greater than that
owned by the Permitted Holders or (B) subsequent to the initial public offering 
of the Common Stock of the Company, both (x) the Permitted Holders shall own    
less than 35% of the aggregate Voting Power represented by the issued and       
outstanding Capital Stock of the Company and (y) any other Person or Group      
(other than Permitted Holders) shall become the owner, directly or indirectly,  
beneficially or of record, of shares representing greater than 35% of the       
aggregate Voting Power of the Company; or (iii) the replacement of a majority of
the Board of Directors of the Company over a two-year period from the directors 
who constituted the Board of Directors of the Company at the beginning of such  
period, and such replacement shall not have been approved by a vote of at least 
a majority of the Board of Directors of the Company then still in office who    
either were members of such Board of Directors at the beginning of such period  
or whose election as a member of such Board of Directors was previously so      
approved.                                                                       

         "Change of Control Offer" has the meaning provided in Section 4.15.

          "Change of Control Payment Date" has the meaning provided in Section
4.15.                                                                           

         "Common Stock" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether  
voting or non-voting) of, such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.                                        

    "Company" means Silver Cinemas International, Inc., a Delaware
corporation, and its successors that become a party to this Indenture in        
accordance with its terms.                                                      

      "Consolidated EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of (i) Consolidated Net Income and (ii) to
the extent Consolidated Net                                                     

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Income has been reduced thereby, (A) all income taxes of such Person and its    
Restricted Subsidiaries paid or accrued in accordance with GAAP for such period 
(other than income taxes attributable to extraordinary, unusual or nonrecurring 
gains or losses or taxes attributable to sales or dispositions outside the      
ordinary course of business), (B) Consolidated Interest Expense and (C)         
Consolidated Non-cash Charges less any non-cash items increasing Consolidated   
Net Income for such period, all as determined on a consolidated basis for such  
Person and its Restricted Subsidiaries in accordance with GAAP.                 

           "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full    
fiscal quarters (the "Four Quarter Period") ending on or prior to the date of   
the transaction giving rise to the need to calculate the Consolidated Fixed     
Charge Coverage Ratio (the "Transaction Date") to Consolidated Fixed Charges of 
such Person for the Four Quarter Period. In addition to and without limitation  
of the foregoing, for purposes of this definition, "Consolidated EBITDA" and    
"Consolidated Fixed Charges" shall be calculated after giving effect (i) on a   
pro forma basis for the period of such calculation to the incurrence or         
repayment of any Indebtedness of such Person or any of its Restricted           
Subsidiaries (and the application of the proceeds thereof) giving rise to the   
need to make such calculation and any incurrence or repayment of other          
Indebtedness (and the application of the proceeds thereof), other than the      
incurrence or repayment of Indebtedness in the ordinary course of business for  
working capital purposes pursuant to working capital facilities, occurring      
during the Four Quarter Period or at any time subsequent to the last day of the 
Four Quarter Period and on or prior to the Transaction Date, as if such         
incurrence or repayment, as the case may be (and the application of the proceeds
thereof), occurred on the first day of the Four Quarter Period and (ii) on a pro
forma basis (calculated in accordance with Article 11 of Regulation S-X under   
the Securities Act) to any Asset Sales or Asset Acquisitions (including, without
limitation, any Asset Acquisition giving rise to the need to make such          
calculation as a result of such Person or one of its Restricted Subsidiaries    
(including any Person who becomes a Restricted Subsidiary as a result of the    
Asset Acquisition) incurring, assuming or otherwise being liable for Acquired   
Indebtedness and also including any Consolidated EBITDA (provided that such     
Consolidated EBITDA shall be included only to the extent includable pursuant to 
the definition of "Consolidated Net Income") attributable to the assets which   
are the subject of the Asset Acquisition or Asset Sale during the Four Quarter  
Period) occurring during the Four Quarter Period or at any time subsequent to   
the last day of the Four Quarter Period and on or prior to the Transaction Date,
as if such Asset Sale or Asset Acquisition (including the incurrence, assumption
or liability for any such Acquired Indebtedness) occurred on the first day of   
the Four Quarter Period. If such Person or any of its Restricted Subsidiaries   
directly or indirectly guarantees Indebtedness of a third Person, the preceding 
sentence shall give effect to the incurrence of such guaranteed Indebtedness as 
if such Person or any Restricted Subsidiary of such Person had directly incurred
or otherwise assumed such guaranteed Indebtedness. Furthermore, in calculating  
"Consolidated Fixed Charges" for purposes of determining the denominator (but   
not the                                                                         

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numerator) of this "Consolidated Fixed Charge Coverage Ratio," (1) interest on  
outstanding Indebtedness determined on a fluctuating basis as of the Transaction
Date and which will continue to be so determined thereafter shall be deemed to  
have accrued at a fixed rate per annum equal to the rate of interest on such    
Indebtedness in effect on the Transaction Date; (2) if interest on any          
Indebtedness actually incurred on the Transaction Date may optionally be        
determined at an interest rate based upon a factor of a prime or similar rate, a
eurocurrency interbank offered rate, or other rates, then the interest rate in  
effect on the Transaction Date will be deemed to have been in effect during the 
Four Quarter Period; and (3) notwithstanding clause (1) above, interest on      
Indebtedness determined on a fluctuating basis, to the extent such interest is  
covered by agreements relating to Interest Swap Obligations, shall be deemed to 
accrue at the rate per annum resulting after giving effect to the operation of  
such agreements.                                                                

        "Consolidated Fixed Charges" means, with respect to any Person for
any period, the sum, without duplication, of (i) Consolidated Interest Expense, 
plus (ii) the product of (x) the amount of all dividend payments on any series  
of Preferred Stock of such Person or of any Restricted Subsidiary of such Person
(other than dividends paid in Qualified Capital Stock) paid, accrued or         
scheduled to be paid or accrued during such period times (y) a fraction, the    
numerator of which is one and the denominator of which is one minus the then    
current effective consolidated federal, state and local tax rate of such Person,
expressed as a decimal.                                                         

           "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication: (i) the aggregate of the interest  
expense of such Person and its Restricted Subsidiaries for such period          
determined on a consolidated basis in accordance with GAAP, including, without  
limitation, (a) any amortization of debt discount and amortization or write-off 
of deferred financing costs, (b) the net costs under Interest Swap Obligations, 
(c) all capitalized interest and (d) the interest portion of any deferred       
payment obligation; and (ii) the interest component of Capitalized Lease        
Obligations paid, accrued and/or scheduled to be paid or accrued by such Person 
and its Restricted Subsidiaries during such period as determined on a           
consolidated basis in accordance with GAAP; but (iii) excluding the amortization
of debt discount and amortization or write-off of deferred financing costs.     

          "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted    
Subsidiaries for such period on a consolidated basis, determined in accordance  
with GAAP; provided that there shall be excluded therefrom (a) after-tax gains  
from Asset Sales or abandonments or reserves relating thereto, (b) after-tax    
items classified as extraordinary or nonrecurring gains, (c) the net income of  
any Person acquired in a "pooling of interests" transaction accrued prior to the
date it becomes a Restricted Subsidiary of the referent Person or is merged or  
consolidated with the referent Person or any Restricted Subsidiary of the       
referent Person, (d) the net income (but not loss) of any Restricted Subsidiary 
of the referent Person to the extent that the declaration of dividends or       
similar distributions by that Restricted Subsidiary of that income is restricted
by a                                                                            

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contract, operation of law or otherwise, (e) the net income of any Person,      
other than a Restricted Subsidiary of the referent Person, except to the extent 
of cash dividends or distributions paid to the referent Person or to a Wholly   
Owned Restricted Subsidiary of the referent Person by such Person, (f) any      
restoration to income of any contingency reserve, except to the extent that     
provision for such reserve was made out of Consolidated Net Income accrued at   
any time following the Issue Date, (g) income or loss attributable to           
discontinued operations (including, without limitation, operations disposed of  
during such period whether or not such operations were classified as            
discontinued), and (h) 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 of the successor corporation prior to such consolidation, merger or    
transfer of assets.                                                             

        "Consolidated Non-cash Charges" means, with respect to any Person,
for any period, the aggregate depreciation, amortization and other non-cash     
expenses of such Person and its Restricted Subsidiaries reducing Consolidated   
Net Income of such Person and its Restricted Subsidiaries for such period,      
determined on a consolidated basis in accordance with GAAP (excluding any such  
charges constituting an extraordinary item or loss or any such charge which     
requires an accrual of or a reserve for cash charges for any future period).    

        "Covenant Defeasance" has the meaning provided in Section 8.02(c).

        "Currency Agreement" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in     
currency values.                                                                

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

          "Default" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of    
Default.                                                                        

    "Default Notice" has the meaning provided in Section 10.02(a).

       "Depository" means The Depository Trust Company, its nominees and
successors.                                                                     

         "Designated Senior Debt" means (i) Indebtedness under or in respect
of the Revolving Credit Facility and (ii) any other Indebtedness constituting   
Senior Debt or Guarantor Senior Debt which, at the time of determination, has an
aggregate principal amount or commitment of at least $25.0 million and is       
specifically designated in the instrument evidencing such Senior Debt or        
Guarantor Senior Debt as "Designated Senior Debt" or "Designated Guarantor      
Senior Debt" by the Company or such Guarantor.                                  

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        "Disqualified Capital Stock" means (i) that portion of any Capital
Stock which, by its terms (or by the terms of any security into which it is     
convertible or for which it is exchangeable), 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 sole option of the holder      
thereof, on or prior to the final maturity date of the Notes and (ii) Preferred 
Stock of Subsidiaries of the Company.                                           

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

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

    "Equity Offering" means (i) an underwritten public offering of
Qualified Capital Stock of the Company pursuant to a registration statement     
filed with the Commission in accordance with the Securities Act, (ii) a purchase
of Qualified Capital Stock or an additional common equity contribution by any of
the Permitted Holders, or (iii) a purchase of Qualified Capital Stock by any    
Person engaged in the movie theatre business which has a total equity market    
value (as determined in good faith by the Company's Board of Directors) or total
private market value in excess of $100.0 million.                               

  "Event of Default" has the meaning provided in Section 6.01.

           "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.                                   

           "Exchange Notes" means the [ ]% Senior Subordinated Notes due 2005 to
be issued in exchange for the Initial Notes pursuant to the Registration Rights 
Agreement or, with respect to Initial Notes issued under this Indenture         
subsequent to the Issue Date pursuant to Section 2.02, a registration rights    
agreement substantially identical to the Registration Rights Agreement.         

   "Exchange Offer" has the meaning assigned to such term in the
Registration Rights Agreement, dated as of April 16, 1998, by and among the     
Company, the Guarantors and Donaldson, Lufkin & Jenrette Securities Corporation,
BT Alex. Brown Incorporated and Bear, Stearns & Co. Inc., as Initial Purchasers 
(the "Registration Rights Agreement").                                          

           "fair market value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is 
under undue pressure or compulsion to complete the transaction. Fair market     
value shall be determined by the Board of Directors of the                      

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Company acting reasonably and in good faith and shall be evidenced by a Board   
Resolution of the Board of Directors of the Company delivered to the Trustee.   

    "Funding Guarantor" has the meaning provided in Section 11.07.

        "GAAP" means generally accepted accounting principles set forth in
the opinions and pronouncements of the Accounting Principles Board of the       
American Institute of Certified Public Accountants and statements and           
pronouncements of the Financial Accounting Standards Board or in such other     
statements by such other entity as may be approved by a significant segment of  
the accounting profession of the United States, which are in effect as of the   
Issue Date.                                                                     

         "Global Note" means individually and collectively, the Regulation S
Global Note and the 144A Global Note.                                           

         "Guarantee" means a guarantee, direct or indirect, in any manner of
all or any part of any Indebtedness.                                            

       "Guarantor" means (i) each Subsidiary of the Company on the Issue
Date and (ii) each Restricted Subsidiary that in the future executes a          
supplemental indenture in which such Restricted Subsidiary agrees to be bound by
the terms of this Indenture as a Guarantor; provided that any Person            
constituting a Guarantor as described above shall cease to constitute a         
Guarantor when its respective Guarantee is released in accordance with the terms
of this Indenture.                                                              

     "Guarantor Blockage Period" has the meaning provided in Section
11.10(a).                                                                       

    "Guarantor Default Notice" has the meaning provided in Section
11.10(a).                                                                       

          "Guarantor Senior Debt" means with respect to any Guarantor, (i) the
principal of, premium, if any, and interest (including any interest accruing    
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an      
allowed claim under applicable law) on and all other Obligations with respect to
any Indebtedness of such Guarantor, whether outstanding on the Issue Date or    
thereafter created, incurred or assumed, unless, in the case of any particular  
Indebtedness, the instrument creating or evidencing the same or pursuant to     
which the same is outstanding expressly provides that such Indebtedness shall   
not be senior in right of payment to the Guarantee of such Guarantor. Without   
limiting the generality of the foregoing, "Guarantor Senior Debt" shall also    
include the principal of, premium, if any, interest (including any interest     
accruing subsequent to the filing of a petition of bankruptcy at the rate       
provided for in the documentation with respect thereto, whether or not such     
interest is an allowed claim under applicable law) on, and all other amounts and
Obligations owing in respect of, (x) all                                        

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Obligations of every nature of such Guarantor under the Revolving Credit        
Facility, including, without limitation, obligations to pay principal and       
interest, reimbursement obligations under letters of credit, fees, expenses and 
indemnities, (y) all Interest Swap Obligations and (z) all obligations under    
Currency Agreements, in each case whether outstanding on the Issue Date or      
thereafter incurred. Notwithstanding the foregoing, "Guarantor Senior Debt"     
shall not include (i) any Indebtedness of such Guarantor to a Restricted        
Subsidiary of such Guarantor or any Affiliate of such Guarantor or any of such  
Affiliate's Subsidiaries, (ii) Indebtedness to, or guaranteed on behalf of, any 
shareholder, director, officer or employee of such Guarantor or any Restricted  
Subsidiary of such Guarantor (including, without limitation, amounts owed for   
compensation), (iii) Indebtedness to trade creditors and other amounts incurred 
in connection with obtaining goods, materials or services, (iv) Indebtedness    
represented by Disqualified Capital Stock, (v) any liability for federal, state,
local or other taxes owed or owing by such Guarantor, (vi) Indebtedness incurred
in violation of Section 4.12, (vii) Indebtedness which, when incurred and       
without respect to any election under Section 1111(b) of Title 11, United States
Code, is without recourse to such Guarantor and (viii) any Indebtedness which   
is, by its express terms, subordinated in right of payment to any other         
Indebtedness of such Guarantor.                                                 

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

           "Indebtedness" means with respect to any Person, without duplication,
(i) all Obligations of such Person for borrowed money, (ii) all Obligations of  
such Person evidenced by bonds, debentures, notes or other similar instruments, 
(iii) all Capitalized Lease Obligations of such Person, (iv) all Obligations of 
such Person issued or assumed as the deferred purchase price of property, all   
conditional sale obligations and all Obligations under any title retention      
agreement (but excluding trade accounts payable and other accrued liabilities   
arising in the ordinary course of business that are not overdue by 90 days or   
more or are being contested in good faith by appropriate proceedings promptly   
instituted and diligently conducted), (v) all Obligations for the reimbursement 
of any obligor on any letter of credit, banker's acceptance or similar credit   
transaction, (vi) guarantees and other contingent obligations in respect of     
Indebtedness referred to in clauses (i) through (v) above and clause (viii)     
below, (vii) all Obligations of any other Person of the type referred to in     
clauses (i) through (vi) which are secured by any lien on any property or asset 
of such Person, the amount of such Obligation being deemed to be the lesser of  
the fair market value of such property or asset or the amount of the Obligation 
so secured, (viii) all Obligations under currency agreements and interest swap  
agreements of such Person and (ix) all Disqualified Capital Stock issued by such
Person with the amount of Indebtedness represented by such Disqualified Capital 
Stock being equal to the greater of its voluntary or involuntary liquidation    
preference and its maximum fixed repurchase price, but excluding accrued        
dividends, if any. For purposes hereof, the "maximum fixed repurchase price" of 
any Disqualified Capital Stock which does not have a fixed repurchase price     
shall be calculated in accordance with the terms of such Disqualified Capital   
Stock as if                                                                     

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such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the fair market value of such Disqualified       
Capital Stock, such fair market value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital      
Stock.                                                                          

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

          "Independent Financial Advisor" means a firm (i) which does not, and
whose directors, officers and employees or Affiliates do not, have a direct or  
indirect financial interest in the Company and (ii) which, in the judgment of   
the Board of Directors of the Company, is otherwise independent and qualified to
perform the task for which it is to be engaged.                                 

           "Indirect Participant" means a Person who holds an interest through a
Participant.                                                                    

 "Initial Notes" means, collectively, (i) the 10 1/2% Senior
Subordinated Notes due 2005 of the Company issued on the Issue Date and (ii) one
or more series of 10 1/2% Senior Subordinated Notes due 2005 that are issued    
under this Indenture subsequent to the Issue Date pursuant to Section 2.02, in  
each case for so long as such securities constitute Restricted Securities.      

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

           "Interest Payment Date" when used with respect to any Note, means the
stated maturity of an installment of interest specified in such Note.           

     "Interest Swap Obligations" means the obligations of any Person
pursuant to any arrangement with any other Person whereby, directly or          
indirectly, such Person is entitled to receive from time to time periodic       
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other   
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,     
caps, floors, collars and similar agreements.                                   

   "Investment" means, with respect to any Person, any direct or
indirect loan or other extension of credit (including, without limitation, a    
guarantee) or capital contribution to (by means of any transfer of cash or other
property to others or any payment for property or services for the account or   
use of others), or any purchase or acquisition by such Person of any Capital    
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by 
the Company and its                                                             

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Restricted Subsidiaries on commercially reasonable terms in accordance with     
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be. For the purposes of Section 4.10, (i) "Investment" shall include and be 
valued at the fair market value of the net assets of any Restricted Subsidiary  
at the time that such Restricted Subsidiary is designated an Unrestricted       
Subsidiary and shall exclude the fair market value of the net assets of any     
Unrestricted Subsidiary at the time that such Unrestricted Subsidiary is        
designated a Restricted Subsidiary and (ii) the amount of any Investment shall  
be the original cost of such Investment plus the cost of all additional         
Investments by the Company or any of its Restricted Subsidiaries, without any   
adjustments for increases or decreases in value, or write-ups, write-downs or   
write-offs with respect to such Investment, reduced by the payment of dividends 
or distributions in connection with such Investment or any other amounts        
received in respect of such Investment; provided that no such payment of        
dividends or distributions or receipt of any such other amounts shall reduce the
amount of any Investment if such payment of dividends or distributions or       
receipt of any such amounts would be included in Consolidated Net Income. If the
Company or any Restricted Subsidiary of the Company sells or otherwise disposes 
of any Common Stock of any direct or indirect Restricted Subsidiary of the      
Company such that, after giving effect to any such sale or disposition, the     
Company no longer owns, directly or indirectly, 100% of the outstanding Common  
Stock of such Restricted Subsidiary, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market 
value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

"Issue Date" means April 16, 1998.                        

     "Legal Defeasance" has the meaning provided in Section 8.02(b).

"Legal Holiday" has the meaning provided in Section 12.07.

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

"Maturity Date" means April 15, 2005.                     

    "Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect  
of deferred payment obligations when received in the form of cash or Cash       
Equivalents (other than the portion of any such deferred payment constituting   
interest) received by the Company or any of its Restricted Subsidiaries from    
such Asset Sale net of (a) reasonable out-of-pocket expenses and fees relating  
to such Asset Sale (including, without limitation, legal, accounting and        
investment banking fees and sales commissions), (b) taxes paid or payable after 
taking into account any reduction in consolidated tax liability due to available
tax credits or deductions and any tax sharing                                   

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arrangements, (c) repayment of Indebtedness that is required to be repaid in    
connection with such Asset Sale and (d) appropriate amounts to be provided by   
the Company or any Restricted Subsidiary, as the case may be, as a reserve, in  
accordance with GAAP, against any liabilities associated with such Asset Sale   
and retained by the Company or any Restricted Subsidiary, as the case may be,   
after such Asset Sale, including, without limitation, pension and other         
post-employment benefit liabilities, liabilities related to environmental       
matters and liabilities under any indemnification obligations associated with   
such Asset Sale.                                                                

    "Net Proceeds Offer" has the meaning provided in Section 4.16.

           "Net Proceeds Offer Amount" has the meaning provided in Section 4.16.

           "Net Proceeds Offer Payment Date" has the meaning provided in Section
4.16.                                                                           

           "Net Proceeds Offer Trigger Date" has the meaning provided in Section
4.16.                                                                           

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

          "Note Custodian" means the Trustee, as custodian with respect to the
Notes in global form, or any successor entity thereto.                          

         "Notes" means, collectively, the Initial Notes and the Unrestricted
Notes, treated as a single class of securities, as amended or supplemented from 
time to time in accordance with the terms hereof, that are issued pursuant to   
this Indenture.                                                                 

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

   "Offering" means the issuance and sale of Initial Notes in an
aggregate principal amount of $100,000,000 on the Issue Date.                   

      "Officer" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller or the Secretary of such       
Person, or any other officer designated by the Board of Directors serving in a  
similar capacity.                                                               

  "Officers' Certificate" means, with respect to any Person, a
certificate signed by two Officers or by an Officer and either an Assistant     
Treasurer or an Assistant Secretary of such Person and otherwise complying with 
the requirements of Sections 12.04 and 12.05, as they relate to the making of an
Officers' Certificate.                                                          

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          "Opinion of Counsel" means a written opinion from legal counsel, who
may be counsel for the Company and who is reasonably acceptable to the Trustee, 
complying with the requirements of Sections 12.04 and 12.05, as they relate to  
the giving of an Opinion of Counsel.                                            

           "Participant" means with respect to DTC, Euroclear or Cedel, a Person
who has an account with DTC, Euroclear or Cedel, respectively (and, with respect
to DTC, shall include Euroclear and Cedel).                                     

"Paying Agent" has the meaning provided in Section 2.03.  

           "Permitted Holder(s)" means Brentwood, Steven L. Holmes and Thomas J.
Owens.                                                                          

      "Permitted Indebtedness" means, without duplication, each of the
following:                                                                      

                    (i) Indebtedness under the Notes issued in the Offering,
and the Guarantees thereof;                               

               (ii) Indebtedness of the Company and its Restricted
          Subsidiaries incurred pursuant to the Revolving Credit Facility, not
          to exceed $75.0 million reduced by any required permanent repayments
          as a result of Asset Sales (which are accompanied by a corresponding
permanent commitment reduction) thereunder;               

                    (iii) other Indebtedness of the Company and its Restricted
         Subsidiaries outstanding on the Issue Date reduced by the amount of
       any scheduled amortization payments or mandatory prepayments when
actually paid or permanent reductions therein;            

                  (iv) Interest Swap Obligations of the Company covering
           Indebtedness of the Company or any of its Restricted Subsidiaries and
           Interest Swap Obligations of any Restricted Subsidiary of the Company
    covering Indebtedness of such Restricted Subsidiary; provided,
      however, that such Interest Swap Obligations are entered into to
           protect the Company and its Restricted Subsidiaries from fluctuations
        in interest rates on Indebtedness incurred in accordance with this
   Indenture to the extent the notional principal amount of such
          Interest Swap Obligation does not exceed the principal amount of the
  Indebtedness to which such Interest Swap Obligation relates;

                       (v) Indebtedness under Currency Agreements; provided that
           in the case of Currency Agreements which relate to Indebtedness, such
         Currency Agreements do not increase the Indebtedness of the Company
           and its Restricted Subsidiaries outstanding other than as a result of
           fluctuations in foreign currency exchange rates or by reason of fees,
indemnities and compensation payable thereunder;          

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                     (vi) Indebtedness of a Wholly Owned Restricted Subsidiary
   of the Company to the Company or to a Wholly Owned Restricted
           Subsidiary of the Company for so long as such Indebtedness is held by
         the Company or a Wholly Owned Restricted Subsidiary of the Company,
    in each case subject to no Lien (other than a lien in favor of
         lenders under the Revolving Credit Facility) held by a Person other
     than the Company or a Wholly Owned Restricted Subsidiary of the
        Company; provided that if as of any date any Person other than the
         Company or a Wholly Owned Restricted Subsidiary of the Company owns
          or holds any such Indebtedness or holds a Lien (other than a lien in
         favor of lenders under the Revolving Credit Facility) in respect of
  such Indebtedness, such date shall be deemed the date of the
           incurrence of Indebtedness not constituting Permitted Indebtedness by
the issuer of such Indebtedness;                          

             (vii) Indebtedness of the Company to a Wholly Owned
           Restricted Subsidiary of the Company for so long as such Indebtedness
        is held by a Wholly Owned Restricted Subsidiary of the Company, in
         each case subject to no Lien (other than a lien in favor of lenders
 under the Revolving Credit Facility); provided that (a) any
           Indebtedness of the Company to any Wholly Owned Restricted Subsidiary
         of the Company is unsecured and subordinated, pursuant to a written
          agreement, to the Company's obligations under this Indenture and the
          Notes and (b) if as of any date any Person other than a Wholly Owned
 Restricted Subsidiary of the Company owns or holds any such
         Indebtedness or any Person holds a Lien (other than a lien in favor
        of lenders under the Revolving Credit Facility) in respect of such
           Indebtedness, such date shall be deemed the date of the incurrence of
          Indebtedness not constituting Permitted Indebtedness by the Company;

                  (viii) Indebtedness arising from the honoring by a bank or
         other financial institution of a check, draft or similar instrument
     inadvertently (except in the case of daylight overdrafts) drawn
    against insufficient funds in the ordinary course of business;
          provided, however, that such Indebtedness is extinguished within two
business days of incurrence;                              

                     (ix) Indebtedness of the Company or any of its Restricted
          Subsidiaries represented by letters of credit for the account of the
         Company or such Restricted Subsidiary, as the case may be, in order
   to provide security for workers' compensation claims, payment
           obligations in connection with self-insurance or similar requirements
in the ordinary course of business;                       

(x)     Refinancing Indebtedness;   

               (xi) additional Indebtedness of the Company and its
     Restricted Subsidiaries in an aggregate principal amount not to
exceed $15.0 million at any one time outstanding;         

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                   (xii) advances or extensions of credit on terms customary
  in the industry in the form of accounts or other receivables
      incurred, or prepaid film rentals, and loan and advances made in
           settlement of such accounts receivable, all in the ordinary course of
business; and                                             

                 (xiii) purchase money Indebtedness to finance property or
       assets of the Company or any Restricted Subsidiary of the Company
        acquired in the ordinary course of business in an aggregate amount
not to exceed $10.0 million at any one time outstanding.  

         "Permitted Investments" means (i) Investments by the Company or any
Restricted Subsidiary of the Company in any Person that is or will become       
immediately after such Investment a Wholly Owned Restricted Subsidiary of the   
Company or that will merge or consolidate into the Company or a Wholly Owned    
Restricted Subsidiary of the Company; (ii) Investments by the Company or any    
Restricted Subsidiary of the Company in any Person that is or will become       
immediately after such Investment a Restricted Subsidiary of the Company or that
will merge or consolidate into the Company or a Restricted Subsidiary of the    
Company in an amount not to exceed $5.0 million at any one time outstanding;    
(iii) Investments in the Company by any Restricted Subsidiary of the Company;   
provided that any Indebtedness evidencing such Investment is unsecured and      
subordinated, pursuant to a written agreement, to the Company's obligations     
under the Notes and this Indenture; (iv) investments in cash and Cash           
Equivalents; (v) loans and advances to employees and officers of the Company and
its Restricted Subsidiaries in the ordinary course of business for bona fide    
business purposes not in excess of $500,000 at any one time outstanding; (vi)   
Currency Agreements and Interest Swap Obligations entered into in the ordinary  
course of the Company's or its Restricted Subsidiaries' businesses and otherwise
in compliance with this Indenture; (vii) Investments in Unrestricted            
Subsidiaries not to exceed $5.0 million at any one time outstanding plus the    
proceeds from the sale of Qualified Capital Stock after the Issue Date that are 
not otherwise used to make a Restricted Payment; (viii) Investments in          
securities of trade creditors or customers received pursuant to any plan of     
reorganization or similar arrangement upon the bankruptcy or insolvency of such 
trade creditors or customers; and (ix) Investments made by the Company or its   
Restricted Subsidiaries as a result of consideration received in connection with
an Asset Sale made in compliance with Section 4.16.                             

         "Permitted Junior Securities" means equity interests in the Company
or debt securities of the Company, in each case as provided for in a plan of    
reorganization, that are subordinated to all Senior Debt (and any debt          
securities issued in exchange for Senior Debt) and to all Guarantor Senior Debt 
(and any debt securities issued in exchange for Guarantor Senior Debt) to the   
same extent as, or to a greater extent than, the Notes are subordinated to      
Senior Debt pursuant to this Indenture that have a final maturity and a weighted
average life to maturity                                                        

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which is the same as or greater than that of the Notes and that are not secured 
by any collateral.                                                              

"Permitted Liens" means the following types of Liens:     

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

                    (ii) 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;          

               (iii) 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);           

                      (iv) 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 expired;

                   (v) easements, rights-of-way, zoning restrictions and
           other similar charges or encumbrances in respect of real property not
          interfering in any material respect with the ordinary conduct of the
    business of the Company or any of its Restricted Subsidiaries;

            (vi) any interest or title of a lessor under any
          Capitalized Lease Obligation; provided that such Liens do not extend
           to any property or asset which is not leased property subject to such
Capitalized Lease Obligation;                             

                     (vii) purchase money Liens to finance property or assets of
         the Company or any Restricted Subsidiary of the Company acquired in
      the ordinary course of business; provided, however, that (A) the
           related purchase money Indebtedness shall not exceed the cost of such
           property or assets and shall not be secured by any property or assets
of                                                        

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        the Company or any Restricted Subsidiary of the Company other than
        the property and assets so acquired and (B) the Lien securing such
       Indebtedness shall be created within 90 days of such acquisition;

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

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

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

               (xi) Liens securing Interest Swap Obligations which
        Interest Swap Obligations relate to Indebtedness that is otherwise
permitted under this Indenture;                           

            (xii) Liens securing Indebtedness under Currency
Agreements;                                               

               (xiii) Liens securing Acquired Indebtedness incurred in
        accordance with Section 4.12; provided that (A) such Liens secured
           such Acquired Indebtedness at the time of and prior to the incurrence
  of such Acquired Indebtedness by the Company or a Restricted
           Subsidiary of the Company and were not granted in connection with, or
         in anticipation of, the incurrence of such Acquired Indebtedness by
        the Company or a Restricted Subsidiary of the Company and (B) such
           Liens do not extend to or cover any property or assets of the Company
         or of any of its Restricted Subsidiaries other than the property or
          assets that secured the Acquired Indebtedness prior to the time such
   Indebtedness became Acquired Indebtedness of the Company or a
           Restricted Subsidiary of the Company and are no more favorable to the
        lienholders than those securing the Acquired Indebtedness prior to
      the incurrence of such Acquired Indebtedness by the Company or a
Restricted Subsidiary of the Company;                     

                   (xiv) Liens in favor of sellers of theaters in respect of
        escrows or other deposits made in the ordinary course of business,
        but in any event not exceeding 15% of the total consideration; and

                     (xv) the rights of film distributors under film licensing
    contracts entered into by the Company or any of its Restricted
Subsidiaries in the ordinary course of business.          

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"Person" means an individual, partnership, corporation,   
unincorporated organization, trust or joint venture, or a governmental agency or
political subdivision thereof.                                                  

"Physical Notes" has the meaning provided in Section 2.01.

     "Preferred Stock" of any Person means any Capital Stock of such
Person that has preferential rights to any other Capital Stock of such Person   
with respect to dividends or redemptions or upon liquidation.                   

     "principal" of any Indebtedness (including the Notes) means the
principal amount of such Indebtedness plus the premium, if any, on such         
Indebtedness.                                                                   

        "Private Placement Legend" means the legend initially set forth on
the Initial Notes in the form set forth in Exhibit A(1).                        

           "pro forma" means with respect to any calculation made or required to
be made pursuant to the terms of this Indenture, a calculation in accordance    
with Article 11 of Regulation S-X under the Securities Act, as determined by the
Board of Directors or the Chief Financial Officer of the Company in consultation
with its independent public accountants.                                        

           "Property" of any person means all types of real, personal, tangible,
intangible or mixed property owned by such person whether or not included in the
most recent consolidated balance sheet of such person and its Subsidiaries under
GAAP.                                                                           

          "purchase money Indebtedness" means any Indebtedness incurred in the
ordinary course of business by a person to finance the cost (including the cost 
of construction) of an item of property, the principal amount of which          
Indebtedness does not exceed the sum of (i) 100% of such cost and (ii)          
reasonable fees and expenses of such person incurred in connection therewith.   

   "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.                                                     

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

      "Record Date" means, with respect to any Note, any of the Record
Dates specified in such Note, whether or not a Legal Holiday.                   

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

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  "Redemption Price," when used with respect to any Note to be
redeemed, means the price fixed for such redemption pursuant to this Indenture  
and the Notes.                                                                  

"Reference Date" has the meaning provided in Section 4.10.

       "Refinance" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or  
to issue a security or Indebtedness in exchange or replacement for, such        
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"    
shall have correlative meanings.                                                

        "Refinancing Indebtedness" means any Refinancing by the Company or
any Restricted Subsidiary of the Company of Indebtedness incurred in accordance 
with Section 4.12 (other than pursuant to clause (ii), (iv), (v), (vi), (vii),  
(viii), (ix), (xi), (xii) or (xiii) of the definition of "Permitted             
Indebtedness"), in each case that does not (1) result in an increase in the     
aggregate principal amount of Indebtedness of such Person as of the date of such
proposed Refinancing (plus the amount of any premium required to be paid under  
the terms of the instrument governing such Indebtedness and plus the amount of  
reasonable expenses incurred by the Company in connection with such Refinancing)
or (2) create Indebtedness with (A) a Weighted Average Life to Maturity that is 
less than the Weighted Average Life to Maturity of the Indebtedness being       
Refinanced or (B) a final maturity earlier than the final maturity of the       
Indebtedness being Refinanced; provided that (x) if such Indebtedness being     
Refinanced is Indebtedness of the Company, then such Refinancing Indebtedness   
shall be Indebtedness solely of the Company and (y) if such Indebtedness being  
Refinanced is subordinate or junior to the Notes, then such Refinancing         
Indebtedness shall be subordinate to the Notes at least to the same extent and  
in the same manner as the Indebtedness being Refinanced.                        

"Registrar" has the meaning provided in Section 2.03.     

     "Registration Rights Agreement" has the meaning provided in the
definition of "Exchange Offer."                                                 

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

        "Regulation S Global Note" means one of the Regulation S Temporary
Global Note or the Regulation S Permanent Global Note, as appropriate.          

        "Regulation S Permanent Global Note" means a permanent global note
issued following the 40-day restricted period (as defined in Regulation S) that 
contains the legend set forth in Exhibit B hereto and that is deposited with the
Note Custodian and registered in the name of the Depository, representing a     
series of Notes sold in reliance on Regulation S.                               

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          "Regulation S Temporary Global Note" means a single temporary global
note in the form of the Note attached hereto as Exhibit A(3) that is deposited  
with the Note Custodian and registered in the name of the Depository for the    
accounts of Euroclear and Cedel, representing a series of Notes sold in reliance
on Regulation S.                                                                

    "Replacement Assets" has the meaning provided in Section 4.16.

          "Representative" means the indenture trustee or other trustee, agent
or representative in respect of any Designated Senior Debt; provided that if,   
and for so long as, any Designated Senior Debt lacks such a representative, then
the Representative for such Designated Senior Debt shall at all times constitute
the holders of a majority in outstanding principal amount of such Designated    
Senior Debt in respect of any Designated Senior Debt.                           

    "Restricted Payment" has the meaning provided in Section 4.10.

         "Restricted Security" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; provided that the Trustee shall be entitled 
to request and conclusively rely on an Opinion of Counsel with respect to       
whether any Note constitutes a Restricted Security.                             

        "Restricted Subsidiary" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.    

      "Revolving Credit Facility" means the Credit Agreement among the
Company, Silver Cinemas, Inc., as borrower, the lenders party thereto in their  
capacities thereunder and DLJ Capital Funding, Inc., together with the related  
documents thereto (including, without limitation, any guarantee agreements and  
security documents), in each case as such agreements may be amended (including  
any amendment and restatement thereof), supplemented or otherwise modified from 
time to time, including any agreement extending the maturity of, refinancing,   
replacing or otherwise restructuring (including increasing the amount of        
available borrowings thereunder or adding Restricted Subsidiaries of the Company
as additional borrowers or guarantors thereunder) all or any portion of the     
Indebtedness under such agreement or any successor or replacement agreement and 
whether by the same or any other agent, lender or group of lenders.             

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

   "Sale and Leaseback Transaction" means any direct or indirect
arrangement with any Person or to which any such Person is a party providing for
the leasing to the Company or a Restricted Subsidiary of any property, whether  
owned by the Company or any Restricted Subsidiary at the Issue Date or later    
acquired, which has been or is to be sold or transferred by the Company or such 
Restricted Subsidiary to such Person or to any other Person by whom funds have  
been or are to be advanced on the security of such Property.                    

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

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

         "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a petition of      
bankruptcy at the rate provided for in the documentation with respect thereto,  
whether or not such interest is an allowed claim under applicable law) on, and  
all other Obligations with respect to, any Indebtedness of the Company, whether 
outstanding on the Issue Date or thereafter created, incurred or assumed,       
unless, in the case of any particular Indebtedness, the instrument creating or  
evidencing the same or pursuant to which the same is outstanding expressly      
provides that such Indebtedness shall not be senior in right of payment to the  
Notes. Without limiting the generality of the foregoing, "Senior Debt" shall    
also include the principal of, premium, if any, interest (including any interest
accruing subsequent to the filing of a petition of bankruptcy at the rate       
provided for in the documentation with respect thereto, whether or not such     
interest is an allowed claim under applicable law) on, and all other amounts and
Obligations owing in respect of, (x) all Obligations of every nature of the     
Company under the Revolving Credit Facility, including, without limitation,     
obligations to pay principal and interest, reimbursement obligations under      
letters of credit, fees, expenses and indemnities, (y) all Interest Swap        
Obligations and (z) all obligations under Currency Agreements, in each case     
whether outstanding on the Issue Date or thereafter incurred. Notwithstanding   
the foregoing, "Senior Debt" shall not include (i) any Indebtedness of the      
Company to a Subsidiary of the Company or any Affiliate of the Company or any of
such Affiliate's Subsidiaries, (ii) Indebtedness to, or guaranteed on behalf of,
any shareholder, director, officer or employee of the Company or of any         
Subsidiary of the Company (including, without limitation, amounts owed for      
compensation), (iii) Indebtedness to trade creditors and other amounts incurred 
in connection with obtaining goods, materials or services, (iv) Indebtedness    
represented by Disqualified Capital Stock, (v) any liability for federal, state,
local or other taxes owed or owing by the Company, (vi) Indebtedness incurred in
violation of Section 4.12, (vii) Indebtedness which, when incurred and without  
respect to any election under Section 1111(b) of Title 11, United States Code,  
is without recourse to the Company and (viii) any Indebtedness which is, by its 
express terms, subordinated in right of payment to any other Indebtedness of the
Company.                                                                        

       "Significant Subsidiary" shall have the meaning set forth in Rule
1.02(w) of Regulation S-X under the Securities Act.                             

      "Subordinated Obligations" means any Indebtedness of the Company
which is expressly subordinated or junior in right of payment to the Notes.     

         "Subsidiary", with respect to any Person, means (i) any corporation
of which the outstanding Capital Stock having at least a majority of the votes  
entitled to be cast in the                                                      

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          election of directors under ordinary circumstances shall at the time
        be owned, directly or indirectly, by such Person or (ii) any other
      Person of which at least a majority of the voting interest under
          ordinary circumstances is at the time, directly or indirectly, owned
by such Person.                                           

           "Subsidiary Guarantee" means the Guarantees executed and delivered by
any Guarantor with respect to the Company's obligations under the Indenture and 
the Notes.                                                                      

  "Surviving Entity" has the meaning provided in Section 5.01.

     "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.04.                                             

       "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.                                                

      "Trust Officer" means any officer of the Trustee assigned by the
Trustee to administer this Indenture, or in the case of a successor trustee, an 
officer assigned to the department, division or group performing the corporation
trust work of such successor and assigned to administer this Indenture.         

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

          "U.S. Legal Tender" means such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of   
public and private debts.                                                       

          "Unrestricted Notes" means one or more Notes that do not and are not
required to bear the private placement legend in the form set forth on Exhibit  
A(1), including, without limitation, the Exchange Notes in the form set forth as
Exhibit A(2) hereto.                                                            

         "Unrestricted Subsidiary" of any Person means (i) any Subsidiary of
such Person that at the time of determination shall be or continue to be        
designated an Unrestricted Subsidiary by the Board of Directors of such Person  
in the manner provided below and (ii) any Subsidiary of an Unrestricted         
Subsidiary. The Board of Directors may designate any Subsidiary (including any  
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary     
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on  
any property of, the Company or any other Subsidiary of the Company that is not 
a Subsidiary of the Subsidiary to be so designated; provided that (x) the       
Company certifies to the Trustee that such designation complies with Section    
4.10 and (y) each Subsidiary to be so designated and each of its                

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Subsidiaries has not at the time of designation, and does not thereafter,       
create, incur, issue, assume, guarantee or otherwise become directly or         
indirectly liable with respect to any Indebtedness pursuant to which the lender 
has recourse to any of the assets of the Company or any of its Restricted       
Subsidiaries. The Board of Directors may designate any Unrestricted Subsidiary  
to be a Restricted Subsidiary only if (x) immediately after giving effect to    
such designation, the Company is able to incur at least $1.00 of additional     
Indebtedness (other than Permitted Indebtedness) in compliance with Section 4.12
and (y) immediately before and immediately after giving effect to such          
designation, no Default or Event of Default shall have occurred and be          
continuing. Any such designation by the Board of Directors shall 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.                        

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

  "Wholly Owned Restricted Subsidiary" of any Person means any
Restricted Subsidiary of such Person of which all the outstanding voting        
securities (other than in the case of a foreign Restricted Subsidiary,          
directors' qualifying shares or an immaterial amount of shares required to be   
owned by other Persons pursuant to applicable law) are owned by such Person or  
any Wholly Owned Restricted Subsidiary of such Person.                          

SECTION 1.02. Incorporation by Reference of TIA.          

    Whenever this Indenture refers to a provision of the TIA, such
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 SEC.                               

"indenture securities" means the Notes.                   

 "indenture security holder" means a Holder or a Noteholder.

"indenture to be qualified" means this Indenture.         

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

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

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

SECTION 1.03. Rules of Construction.                      

  Unless the context otherwise requires:

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

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

(3) "or" is not exclusive;          

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

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

 ARTICLE TWO

 THE NOTES

SECTION 2.01. Form and Dating.                            

         The Initial Notes, the notation thereon relating to the Guarantees,
if any, and the Trustee's certificate of authentication shall be substantially  
in the form of Exhibit A(1) hereto (except that during the "40-day restricted   
period" as defined in Regulation S the Initial Notes issued to Non-U.S. persons 
shall be substantially in the form of Exhibit A(3)). The Exchange Notes, the    
notation thereon relating to the Guarantees, if any, and the Trustee's          
certificate of authentication shall be substantially in the form of Exhibit A(2)
hereto. The Notes may have notations, legends or endorsements required by law,  
stock exchange rule or depository rule or usage. The Company and the Trustee    
shall approve the form of the Notes and any notation, legend or endorsement on  
them. Each Note shall be dated the date of its issuance.                        

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         The terms and provisions contained in the Notes and the Guarantees,
if any, annexed hereto as Exhibits A(1), A(2) and A(3), shall constitute, and   
are hereby expressly made, a part of this Indenture and, to the extent          
applicable, the Company, the Guarantors, if any, and the Trustee, by their      
execution and delivery of this Indenture, expressly agree to such terms and     
provisions and to be bound thereby.                                             

     Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent global Notes in registered form, 
substantially in the form set forth in Exhibit A(1) (the "Global Note"),        
deposited with the Trustee, as custodian for the Depository, and shall bear the 
legend set forth in Exhibit B, duly executed by the Company and authenticated by
the Trustee as hereinafter provided. The aggregate principal amount of the      
Global Note may from time to time be increased or decreased by adjustments made 
on the records of the Trustee, as custodian for the Depository, as hereinafter  
provided.                                                                       

           Notes offered and sold in connection with the Offering by the Initial
Purchaser in reliance on Regulation S, if any, shall be issued initially in the 
form of the Regulation S Temporary Global Note, which shall be deposited on     
behalf of the purchasers of the Notes represented thereby with the Trustee, as  
custodian for the Depository, and registered in the name of the Depository or   
the nominee of the Depository for the accounts of designated agents holding on  
behalf of Euroclear or Cedel, duly executed by the Company and authenticated by 
the Trustee as hereinafter provided. Until termination of the "40-day restricted
period" (as defined in Regulation S) ownership of beneficial interests in the   
Regulation S Temporary Global Note will be limited to Persons that have accounts
with Euroclear or Cedel or Persons who hold interests through Euroclear or      
Cedel, and any resale or transfer of such interests to U.S. Persons (within the 
meaning of Regulation S) shall not be permitted during the 40-day restricted    
period unless such resale or transfer is made pursuant to Rule 144A or          
Regulation S. The 40-day restricted period shall be terminated upon the receipt 
by the Trustee of (i) a written certificate from the Depository, together with  
copies of certificates from Euroclear and Cedel certifying that they have       
received certification of non-United States beneficial ownership of 100% of the 
aggregate principal amount of the Regulation S Temporary Global Note (except to 
the extent of any beneficial owners thereof who acquired an interest therein    
pursuant to another exemption from registration under the Securities Act and who
will take delivery of a beneficial ownership interest in a 144A Global Note, all
as contemplated by Section 2.16(a)(ii) hereof), and (ii) an Officer's           
Certificate from the Company. Within a reasonable period of time following the  
expiration of the 40-day restricted period, beneficial interests in the         
Regulation S Temporary Global Note shall be exchanged for beneficial interests  
in the Regulation S Permanent Global Note upon delivery to DTC of certification 
of compliance with the transfer restrictions applicable to the Notes and        
pursuant to Regulation S under the Securities Act as hereinafter provided.      
Following the termination of the 40-day restricted period, beneficial interests 
in the Regulation S Permanent Global Note may also be held through organizations
other than Cedel or Euroclear that are Participants. The aggregate principal    
amount of the                                                                   

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Regulation S Temporary Global Note and the Regulation S Permanent Global Notes  
may from time to time be increased or decreased by adjustments made on the      
records of the Trustee and the Depository or its nominee, as the case may be, in
connection with transfers of interest as hereinafter provided. The provisions of
the "Operating Procedures of the Euroclear System" and "Terms and Conditions    
Governing Use of Euroclear" and the "Management Regulations" and "Instructions  
to Participants" of Cedel shall be applicable to interests in the Regulation S  
Global Note, if any, that are held by Participants through Euroclear or Cedel.  
Neither the Company nor the Trustee shall have any obligation to notify Holders 
of any such procedures or to monitor or enforce compliance with the same.       

    Notes offered and sold in reliance on any other exemption from
registration under the Securities Act other than as described in the preceding  
paragraph shall be issued, and Notes offered and sold in reliance on Rule 144A  
may be issued, in the form of permanent certificated Notes in registered form,  
in substantially the form set forth in Exhibit A(1) (the "Physical Notes").     

     SECTION 2.02. Execution and Authentication; Aggregate Principal
Amount.                       

         Two Officers, or an Officer and an Assistant Secretary, shall sign,
or one Officer shall sign and one Officer or an Assistant Secretary (each of    
whom shall, in each case, have been duly authorized by all requisite corporate  
actions) shall attest to, the Notes for the Company by manual or facsimile      
signature. Each Guarantor, if any, shall execute the Guarantee in the manner set
forth in Section 11.09.                                                         

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

    A Note shall not be valid until an authorized signatory 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 (i) Initial Notes for original issue
in the aggregate principal amount not to exceed $115,000,000 in one or more     
series and (ii) Unrestricted Notes from time to time only (x) in exchange for a 
like principal amount of Initial Notes or (y) in an aggregate principal amount  
of not more than the excess of $115,000,000 over the sum of the aggregate       
principal amount of (A) Initial Notes then outstanding and (B) Unrestricted     
Notes issued in accordance with (ii)(x) above, in each case upon a written order
of the Company in the form of an Officers' Certificate of the Company. Each such
written order shall specify the amount of Notes to be authenticated and the date
on which the Notes are to be authenticated,                                     

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whether the Notes are to be Initial Notes, or Unrestricted Notes and whether the
Notes are to be issued as Physical Notes or Global Notes or such other          
information as the Trustee may reasonably request. In addition, with respect to 
authentication pursuant to clauses (ii) of the first sentence of this paragraph,
the first such written order from the Company shall be accompanied by an Opinion
of Counsel of the Company in a form reasonably satisfactory to the Trustee to   
the effect that the issuance of the Unrestricted Notes does not give rise to an 
Event of Default, complies with this Indenture and has been duly authorized by  
the Company. The aggregate principal amount of Notes outstanding at any time may
not exceed $115,000,000, except as provided in Section 2.07.                    

     In the event that the Company shall issue and the Trustee shall
authenticate any Notes issued under this Indenture subsequent to the Issue Date 
pursuant to clauses (i) and (ii) of the first sentence of the immediately       
preceding paragraph, the Company shall use its best efforts to obtain the same  
"CUSIP" number for such Notes as is printed on the Notes outstanding 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 Company 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 Company 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.            

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

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

SECTION 2.03. Registrar and Paying Agent.                 

    The Company shall maintain an office or agency (which shall be
located in the Borough of Manhattan in the City of New York, State of New York) 
where (a) Notes may be presented or surrendered for registration of transfer or 
for exchange ("Registrar"), (b) Notes may be presented or surrendered for       
payment ("Paying Agent") and (c) notices and demands to or upon the Company in  
respect of the Notes and this Indenture may be served. The Registrar shall keep 
a register of the Notes and of their transfer and exchange. The Company, upon   

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prior written notice to the Trustee, may have one or more co-Registrars and one 
or more additional paying agents reasonably acceptable to the Trustee. The term 
"Paying Agent" includes any additional Paying Agent. Neither the Company nor any
Affiliate of the Company may act as Paying Agent.                               

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

           The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of demands and notices in connection with the Notes, until
such time as the Trustee has resigned or a successor has been appointed. The    
Paying Agent or Registrar may resign upon 30 days prior written notice to the   
Company.                                                                        

SECTION 2.04. Paying Agent To Hold Assets in Trust.       

           The Company shall require each Paying Agent other than the Trustee to
agree in writing that, subject to Articles Ten and Eleven, each Paying Agent    
shall hold in trust for the benefit of the Holders or the Trustee all assets    
held by the Paying Agent for the payment of principal of, or interest on, the   
Notes (whether such assets have been distributed to it by the Company or any    
other obligor on the Notes), and the Company and the Paying Agent shall notify  
the Trustee in writing of any Default by the Company (or any other obligor on   
the Notes) in making any such payment. The Company at any time may require a    
Paying Agent to distribute all assets held by it to the Trustee and account for 
any assets 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 distribute all assets held by it to the Trustee and to account for any 
assets distributed. Upon distribution to the Trustee of all assets that shall   
have been delivered by the Company to the Paying Agent, the Paying Agent shall  
have no further liability for such assets.                                      

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 Company shall furnish or  
cause the Registrar to furnish to the Trustee as of each Record Date and before 
each related Interest Payment Date and at such other times as the Trustee may   
request in writing a list as of such date and in such form as the Trustee may   

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reasonably require of the names and addresses of Noteholders, which list may be 
conclusively relied upon by the Trustee.                                        

SECTION 2.06. Transfer and Exchange.                      

         Subject to the provisions of Sections 2.15 and 2.16, when Notes are
presented to the Registrar or a co-Registrar with a request to register the     
transfer of such Notes or to exchange such Notes for an equal principal amount  
of Notes of other authorized denominations, the Registrar or co-Registrar shall 
register the transfer or make the exchange as requested if its requirements for 
such transaction are met; provided, however, that the Notes presented or        
surrendered for registration of transfer or exchange shall be duly endorsed or  
accompanied by a written instrument of transfer in form satisfactory to the     
Company and the Registrar or co-Registrar, duly executed by the Holder thereof  
or his attorney duly authorized in writing. To permit registrations of transfer 
and exchanges, the Company shall issue and execute and the Trustee shall        
authenticate Notes at the Registrar's or co-Registrar's request. No service     
charge shall be made to a Noteholder for any registration of transfer or        
exchange. The Company may require from such Noteholder payment of a sum         
sufficient to cover any transfer tax or similar governmental charge payable in  
connection therewith (other than any such transfer taxes or similar governmental
charge payable upon exchanges or transfers pursuant to Section 2.10, 3.06, 4.15,
4.16 or 9.06, in which event the Company shall be responsible for the payment of
such taxes).                                                                    

         The Registrar or co-Registrar shall not be required to register the
transfer of or exchange of any Note (i) during a period beginning at the opening
of business 15 days before the mailing of a notice of redemption of Notes and   
ending at the close of business on the day of such mailing and (ii) selected for
redemption in whole or in part pursuant to Article Three, except the unredeemed 
portion of any Note being redeemed in part.                                     

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

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   
Company shall issue and execute and the Trustee shall authenticate a replacement
Note if the Trustee's requirements are met. If required by the Trustee or the   
Company, such Holder must provide an affidavit of lost certificate and an       
indemnity bond or other indemnity, sufficient in the judgment of both the       
Company and the Trustee, to protect the Company, the Trustee or any Agent from  
any loss                                                                        

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which any of them may suffer if a Note is replaced. The Company may charge such 
Holder for its reasonable out-of-pocket expenses in replacing a Note, including 
reasonable fees and expenses of the Trustee and counsel and the Trustee may     
charge the Company for the Trustee's reasonable out-of-pocket expenses in       
replacing such Note. Every replacement Note shall constitute an additional      
Obligation of the Company.                                                      

SECTION 2.08. Outstanding Notes.                          

    Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this Section as not outstanding. Subject
to the provisions of Section 2.09, a Note does not cease to be outstanding      
because the Company, any Guarantor or any of their respective Affiliates holds  
the Note.                                                                       

  If a Note is replaced pursuant to Section 2.07 (other than a
mutilated Note surrendered for replacement), it ceases to be outstanding unless 
the Trustee receives proof satisfactory to it that the replaced Note is held by 
a bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender 
of such Note and replacement thereof pursuant to Section 2.07.                  

         If on a Redemption Date or the Maturity Date the Paying Agent holds
U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the   
principal and interest due on the Notes payable on that date and is not         
prohibited from paying such money to the Holders thereof pursuant to the terms  
of this Indenture, then on and after that date such Notes cease to be           
outstanding and interest on them ceases to accrue.                              

SECTION 2.09. Treasury Notes.                             

         In determining whether the Holders of the required principal amount
of Notes have concurred in any direction, waiver, consent or notice, Notes owned
by the Company, any Guarantor or any of their respective Affiliates shall be    
considered as though they are not outstanding, except that for the purposes of  
determining whether the Trustee shall be protected in relying on any such       
direction, waiver or consent, only Notes which a Trust Officer of the Trustee   
actually knows are so owned shall be so considered. The Company shall notify the
Trustee, in writing, when it or any of its Affiliates repurchases or otherwise  
acquires Notes, and of the aggregate principal amount of such Notes so          
repurchased or otherwise acquired.                                              

SECTION 2.10. Temporary Notes.                            

    Until definitive Notes are ready for delivery, the Company may
prepare and the Trustee shall authenticate temporary Notes upon receipt of a    
written order of the Company in the form of an Officers' Certificate. The       
Officers' Certificate shall specify the amount of temporary                     

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Notes to be authenticated and the date on which the temporary Notes are to be   
authenticated, and shall direct the Trustee to authenticate such Notes and      
certify that all conditions precedent to the issuance of such Notes contained   
herein have been complied with. Temporary Notes shall be substantially in the   
form of definitive Notes but may have variations that the Company and the       
Trustee consider appropriate for temporary Notes. Without unreasonable delay,   
the Company shall prepare and the Trustee shall authenticate upon receipt of a  
written order of the Company pursuant to Section 2.02 definitive Notes in       
exchange for temporary Notes.                                                   

SECTION 2.11. Cancellation.                               

  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee   
any Notes surrendered to them for transfer, exchange or payment. The Trustee, or
at the direction of the Trustee, the Registrar or the Paying Agent, and no one  
else, shall cancel and, at the written direction of the Company, shall (subject 
to the record-retention requirements of the Exchange Act) dispose of all Notes  
surrendered for registration of transfer, exchange, payment or cancellation.    
Subject to Section 2.07, the Company may not issue new Notes to replace Notes   
that it has paid or delivered to the Trustee for cancellation. If the Company or
any Guarantor shall acquire any of the Notes, such acquisition shall not operate
as a redemption or satisfaction of the Indebtedness represented by such Notes   
unless and until the same are surrendered to the Trustee for cancellation       
pursuant to this Section 2.11.                                                  

SECTION 2.12. Defaulted Interest.                         

       If the Company defaults in a payment of interest on the Notes, it
shall pay the defaulted interest, plus (to the extent lawful) any interest      
payable on the defaulted interest to the Persons who are Holders on a subsequent
special record date, which date shall be the fifteenth day next preceding the   
date fixed by the Company for the payment of defaulted interest or the next     
succeeding Business Day if such date is not a Business Day. At least 15 days    
before the subsequent special record date, the Company shall mail to each       
Holder, with a copy to the Trustee, a notice that states the subsequent special 
record date, the payment date and the amount of defaulted interest, and interest
payable on such defaulted interest, if any, to be paid.                         

SECTION 2.13. CUSIP Number.                               

           The Company in issuing the Notes may use one or more "CUSIP" numbers,
and if so, the appropriate CUSIP number(s) shall be included in all notices of  
redemption or exchange as a convenience to Holders; provided that any such      
notice may state that no representation is made by the Trustee as to the        
correctness or accuracy of any CUSIP number(s) printed in the notice or on the  
Notes, and that reliance may be placed only on the other identification         

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numbers printed on the Notes. The Company shall promptly notify the Trustee of  
any change in the CUSIP number.                                                 

SECTION 2.14. Deposit of Moneys.                          

           Prior to 10:00 a.m, New York City time, on each Interest Payment Date
and on the Maturity Date, the Company shall have deposited with the Paying Agent
in immediately available funds money sufficient to make cash payments, if any,  
due on such Interest Payment Date or Maturity Date, as the case may be, in a    
timely manner which permits the Paying Agent to remit payment to the Holders on 
such Interest Payment Date or Maturity Date, as the case may be.                

SECTION 2.15. Book-Entry Provisions for Global Note.      

           (a) Each Global Note initially shall (i) be registered in the name of
the Depository or the nominee of such Depository, (ii) be delivered to the      
Trustee as custodian for such Depository and (iii) bear legends as set forth in 
Exhibit B.                                                                      

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

       (b) Transfers of the Global Note shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective   
nominees. Only Persons who acquire Notes in transfers made pursuant to Rule     
144A, Rule 144 under the Securities Act or pursuant to an effective registration
statement under the Securities Act and in accordance with any applicable        
securities laws of any state of the United States or any other applicable       
jurisdiction are permitted to take delivery in the form of a beneficial interest
in a Rule 144A Global Note. Only Persons who acquire Notes in transfers made    
pursuant to Regulation S are permitted to take delivery in the form of a        
beneficial interest in a Regulation S Global Note. Interests of beneficial      
owners in the Global Note may be transferred or exchanged for Physical Notes in 
accordance with the rules and procedures of the Depository and the provisions of
Section 2.16. In addition, Physical Notes shall be transferred to all beneficial
owners in exchange for their beneficial interests in the Global Note if (i) the 
Depository notifies the Company that it is unwilling or unable to continue as   
Depository for the Global Note and a successor depositary                       

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is not appointed by the Company within 90 days of such notice or (ii) an Event  
of Default has occurred and is continuing and the Registrar has received a      
request from the Depository to issue Physical Notes.                            

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

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

           (e) Any Physical Note constituting a Restricted Security delivered in
exchange for an interest in the Global Note pursuant to paragraph (b) or (c)    
shall, except as otherwise provided by paragraph (d) of Section 2.16, bear the  
legend regarding transfer restrictions applicable to the Physical Notes set     
forth in Exhibit A(1).                                                          

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

SECTION 2.16. Special Transfer Provisions.                

          (a) Transfers and Exchanges of Global Notes. Transfers of beneficial
interests in the Global Notes to Persons required to take delivery thereof in   
the form of an interest in another Global Note shall be permitted as follows:   

                      (i) 144A Global Note to Regulation S Global Note. If, at
       any time, an owner of a beneficial interest in a 144A Global Note
        deposited with the Depository (or the Trustee as custodian for the
         Depository) wishes to transfer its beneficial interest in such 144A
           Global Note to a Person who is required or permitted to take delivery
       thereof in the form of an interest in a Regulation S Global Note,
         such owner shall, subject to the Applicable Procedures, exchange or
      cause the exchange of such interest for an equivalent beneficial
        interest in a Regulation S Global Note as provided in this Section
          2.16(a)(i). Upon receipt by the Trustee of (A) instructions given in
accordance                                                

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     with the Applicable Procedures from a Participant directing the
        Trustee to credit or cause to be credited a beneficial interest in
       the Regulation S Global Note in an amount equal to the beneficial
           interest in the 144A Global Note to be exchanged, (B) a written order
   given in accordance with the Applicable Procedures containing
         information regarding the Participant account of the Depository and
           the Euroclear, Cedel or other Participant account to be credited with
      such increase, and (C) a certificate in the form of Exhibit C(1)
        hereto given by the owner of such beneficial interest stating that
        the transfer of such interest has been made in compliance with the
          transfer restrictions applicable to the Global Notes and pursuant to
           and in accordance with Rule 903 or Rule 904 of Regulation S, then the
       Trustee, as Registrar, shall instruct the Depository to reduce or
          cause to be reduced the aggregate principal amount of the applicable
   144A Global Note and to increase or cause to be increased the
           aggregate principal amount of the applicable Regulation S Global Note
           by the principal amount of the beneficial interest in the 144A Global
   Note to be exchanged or transferred, to credit or cause to be
           credited to the account of the Person specified in such instructions,
        a beneficial interest in the Regulation S Global Note equal to the
         reduction in the aggregate principal amount at maturity of the 144A
         Global Note, and to debit, or cause to be debited, from the account
      of the Person making such exchange or transfer of the beneficial
 interest in the 144A Global Note that is being exchanged or
transferred.                                              

                     (ii) Regulation S Global Note to 144A Global Note. If, at
          any time, an owner of a beneficial interest in a Regulation S Global
         Note deposited with the Depository or with the Trustee as custodian
           for the Depository wishes to transfer its beneficial interest in such
          Regulation S Global Note to a Person who is required or permitted to
       take delivery thereof in the form of an interest in a 144A Global
   Note, such owner shall, subject to the Applicable Procedures,
       exchange or cause the exchange of such interest for an equivalent
           beneficial interest in a 144A Global Note as provided in this Section
       2.16(a)(ii). Upon receipt by the Trustee of (A) instructions from
     Euroclear, Cedel or another Participant, if applicable, and the
         Depository, directing the Trustee, as Registrar, to credit or cause
           to be credited a beneficial interest in the 144A Global Note equal to
   the beneficial interest in the Regulation S Global Note to be
       exchanged, such instructions to contain information regarding the
      Participant account with the Depository to be credited with such
           increase, (B) a written order given in accordance with the Applicable
         Procedures containing information regarding the Participant account
         of the Depository and (C) a certificate in the form of Exhibit C(2)
    attached hereto given by the owner of such beneficial interest
           stating (1) if the transfer is pursuant to Rule 144A, that the Person
         transferring such interest in a Regulation S Global Note reasonably
       believes that the Person acquiring such interest in a 144A Global
  Note is a QIB and is obtaining such beneficial interest in a
     transaction meeting the requirements of Rule 144A, (2) that the
   transfer complies with the requirements of Rule 144 under the
Securities Act, or (3) that the transfer is being         

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        effected pursuant to an effective registration statement under the
         Securities Act and in each case of clause (1), (2) or (3) above, in
        accordance with any applicable securities laws of any state of the
           United States or any other applicable jurisdiction, then the Trustee,
          as Registrar, shall instruct the Depository to reduce or cause to be
           reduced the aggregate principal amount at maturity of such Regulation
          S Global Note and to increase or cause to be increased the aggregate
        principal amount at maturity of the applicable 144A Global Note by
        the principal amount at maturity of the beneficial interest in the
      Regulation S Global Note to be exchanged or transferred, and the
        Trustee, as Registrar, shall instruct the Depository, concurrently
           with such reduction, to credit or cause to be credited to the account
           of the Person specified in such instructions a beneficial interest in
   the applicable 144A Global Note equal to the reduction in the
        aggregate principal amount at maturity of such Regulation S Global
      Note and to debit or cause to be debited from the account of the
           Person making such transfer the beneficial interest in the Regulation
S Global Note that is being exchanged or transferred.     

          (b) Transfer and Exchange of Physical Notes. When Physical Notes are
presented by a Holder to the Registrar with a request to register the transfer  
of the Physical Notes or to exchange such Physical Notes for an equal principal 
amount of Physical Notes of other authorized denominations, the Registrar shall 
register the transfer or make the exchange as requested only if the Physical    
Notes are presented or surrendered for registration of transfer or exchange, are
endorsed or accompanied by a written instrument of transfer in form satisfactory
to the Registrar duly executed by such Holder or by his attorney and containing 
a signature guarantee, duly authorized in writing, and the Registrar received   
the following documentation (all of which may be submitted by facsimile):       

                   (i) in the case of Physical Notes that are Restricted
    Securities, such request shall be accompanied by the following
additional information and documents, as applicable:      

                          (A) if such Restricted Security is being
                      delivered to the Registrar by a Holder for registration in
              the name of such Holder, without transfer, or such
                      Restricted Security is being transferred to the Company or
                   any of its Subsidiaries, a certification to that effect
                  from such Holder (in substantially the form of Exhibit
C(3) hereto);                       

                          (B) if such Restricted Security is being
                   transferred to a QIB in accordance with Rule 144A under
               the Securities Act or pursuant to an exemption from
              registration in accordance with Rule 144 under the
                   Securities Act or pursuant to an effective registration
 statement under the Securities Act, a

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             certification to that effect from such Holder (in
           substantially the form of Exhibit C(3) hereto);

                          (C) if such Restricted Security is being
           transferred to a Non-U.S. Person in an offshore
             transaction in accordance with Rule 904 under the
                    Securities Act, a certification to that effect from such
                      Holder (in substantially the form of Exhibit C(3) hereto);

                          (D) if such Restricted Security is being
                  transferred to an Institutional Accredited Investor in
          reliance on an exemption from the registration
                      requirements of the Securities Act other than those listed
                      in subparagraphs (B) or (C) above, a certification to that
                 effect from such Holder (in substantially the form of
                      Exhibit C(3) hereto), a certification substantially in the
                      form of Exhibit D hereto from the transferee, and, if such
                      transfer is in respect of an aggregate principal amount of
              Notes of less than $100,000, an Opinion of Counsel
              acceptable to the Company that such transfer is in
                      compliance with the Securities Act and any applicable blue
          sky laws of any state of the United States; or

                          (E) if such Restricted Security is being
                   transferred in reliance on any other exemption from the
              registration requirements of the Securities Act, a
             certification to that effect from such Holder (in
                 substantially the form of Exhibit C(3) hereto) and an
                 Opinion of Counsel from such Holder or the transferee
                     reasonably acceptable to the Company and to the Registrar
                      to the effect that such transfer is in compliance with the
                  Securities Act and any applicable blue sky laws of any
state of the United States.         

    (c) Transfer of a Beneficial Interest in a 144A Global Note or
Regulation S Global Note for a Physical Note.                                   

                   (i) Any Person having a beneficial interest in a 144A
     Global Note and, after the termination of the 40-day restricted
       period, any Person having a beneficial interest in a Regulation S
       Permanent Global Note may upon request, subject to the Applicable
        Procedures, exchange such beneficial interest for a Physical Note,
       upon receipt by the Trustee of written instructions or such other
 form of instructions as is customary for the Depository (or
       Euroclear, Cedel or another Participant, if applicable), from the
           Depository or its nominee on behalf of any Person having a beneficial
           interest in a 144A Global Note or Regulation S Permanent Global Note,
         and, in the case of a Restricted Security, the following additional
 information and documents (all of which may be submitted by
facsimile):                                               

                          (A) if such beneficial interest is being
                     transferred to the Person designated by the Depository as
     being the beneficial owner or to the Com-

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                    pany or any of its Subsidiaries, a certification to that
                 effect from such Person (in substantially the form of
Exhibit C(4) hereto);               

                          (B) if such beneficial interest is being
                   transferred to a QIB in accordance with Rule 144A under
               the Securities Act or pursuant to an exemption from
              registration in accordance with Rule 144 under the
                   Securities Act or pursuant to an effective registration
                  statement under the Securities Act, a certification to
                      that effect from the transferor (in substantially the form
of Exhibit C(4) hereto);            

                          (C) if such beneficial interest is being
                transferred to an Institutional Accredited Investor,
              pursuant to a private placement exemption from the
                      registration requirements of the Securities Act (and based
                      on an opinion of counsel if the Company so requests) other
          than those listed in subparagraph (B) above, a
             certification to that effect from such Holder (in
                substantially the form of Exhibit C(4) hereto) and a
            certification from the applicable transferee (in
                    substantially the form of Exhibit D hereto) and, if such
                      transfer is in respect of an aggregate principal amount of
              Notes of less than $100,000, an Opinion of Counsel
              acceptable to the Company that such transfer is in
                      compliance with the Securities Act and any applicable blue
          sky laws of any state of the United States; or

                          (D) if such beneficial interest is being
                   transferred in reliance on any other exemption from the
              registration requirements of the Securities Act, a
                certification to that effect from the transferor (in
                 substantially the form of Exhibit C(4) hereto) and an
                    Opinion of Counsel from the transferee or the transferor
                     reasonably acceptable to the Company and to the Registrar
                      to the effect that such transfer is in compliance with the
                  Securities Act and any applicable blue sky laws of any
state of the United States,         

          in which case the Trustee or the Note Custodian, at the direction of
          the Trustee, shall, in accordance with the standing instructions and
        procedures existing between the Depository and the Note Custodian,
  cause the aggregate principal amount of 144A Global Notes or
       Regulation S Permanent Global Notes, as applicable, to be reduced
          accordingly and, following such reduction, the Company shall execute
        and the Trustee shall authenticate and deliver to the transferee a
Physical Note in the appropriate principal amount.        

                   (ii) Physical Notes issued in exchange for a beneficial
interest in a 144A Global Note or Regulation S Global Note, as applicable,      
pursuant to this Section 2.16(c) shall be registered in such names and in such  
authorized denominations as the Depository, pursuant to instructions from its   
Participants or Indirect Participants or otherwise, shall instruct the          

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Trustee. The Trustee shall deliver such Physical Notes to the Persons in whose  
names such Notes are so registered.                                             

      (d) Private Placement Legend. Upon the registration of transfer,
exchange or replacement of Notes not bearing the Private Placement Legend, the  
Registrar shall deliver Notes that do not bear the Private Placement Legend.    
Upon the registration of transfer, exchange or replacement of Notes bearing the 
Private Placement Legend, the Registrar shall deliver only Notes that bear the  
Private Placement Legend unless (i) the requested transfer is after April 16,   
2000 and the transferor certifies that the Restricted Security was not acquired 
from the Company or an Affiliate of the Company less than two years prior to the
date of the proposed transfer or (ii) there is delivered to the Registrar an    
Opinion of Counsel reasonably satisfactory to the Company and the Trustee to the
effect that neither such legend nor the related restrictions on transfer are    
required in order to maintain compliance with the provisions of the Securities  
Act.                                                                            

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

         The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.15 or this Section 2.16   
for a period of three years. The Company shall have the right to inspect and    
make copies of all such letters, notices or other written communications at any 
reasonable time upon the giving of reasonable written notice to the Registrar.  

 ARTICLE THREE

REDEMPTION

SECTION 3.01. Notices to Trustee.                         

        If the Company elects to redeem Notes pursuant to Paragraph Six of
the Notes, it shall notify both the Trustee and the Paying Agent in writing of  
the Redemption Date and the principal amount of the Notes to be redeemed.       

          The Company shall give each notice provided for in this Section 3.01
at least 30 days before the Redemption Date (unless a shorter notice period     
shall be satisfactory to the Trustee, as evidenced in a writing signed on behalf
of the Trustee), together with an Officers' Certificate                         

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and Opinion of Counsel stating that such redemption shall comply with the       
conditions contained herein and in the Notes.                                   

SECTION 3.02. Selection of Notes To Be Redeemed.          

          If fewer than all of the Notes are to be redeemed, the Trustee shall
select the Notes to be redeemed on a pro rata basis, by lot or in such other    
fair and appropriate manner chosen at the discretion of the Trustee and, if the 
Notes are listed on any securities exchange, by a method that complies with the 
requirements of such exchange; provided, however, that if partial redemption is 
made with the proceeds of a Equity Offering prior to April 15, 2001, selection  
of the Notes or portions thereof for redemption shall be made by the Trustee    
only on a pro rata basis unless such method is otherwise prohibited. The Trustee
shall make the selection from the Notes outstanding and not previously called   
for redemption and shall promptly notify the Company in writing of the Notes    
selected for redemption and, in the case of any Note selected for partial       
redemption, the principal amount thereof to be redeemed. Notes in denominations 
of $1,000 may be redeemed only in whole. 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 Company shall mail or cause to be mailed a notice of redemption by first    
class mail, postage prepaid, to each Holder whose Notes are to be redeemed, with
a copy to the Trustee and any Paying Agent.                                     

        Each notice for redemption shall identify the Notes to be redeemed
and shall state:                                                                

(1) the Redemption Date;            

              (2) the Redemption Price and the amount of accrued
interest, if any, to be paid;                             

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

                    (4) the subparagraph of the Notes pursuant to which such
redemption is being made;                                 

                    (5) that Notes called for redemption must be surrendered
      to the Paying Agent to collect the Redemption Price plus accrued
interest, if any;                                         

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                 (6) that, unless (a) the Company defaults in making the
     redemption payment or (b) such redemption payment is prohibited
       pursuant to Article Ten or Eleven or otherwise, interest on Notes
        called for redemption ceases to accrue on and after the Redemption
           Date, and the only remaining right of the Holders of such Notes is to
       receive payment of the Redemption Price plus accrued interest, if
    any, upon surrender to the Paying Agent of the Notes redeemed;

                   (7) if any Note is being redeemed in part, the portion of
    the principal amount (equal to $1,000 or any integral multiple
    thereof) of such Note to be redeemed and that, on or after the
           Redemption Date, and upon surrender of such Note, a new Note or Notes
       in the aggregate principal amount equal to the unredeemed portion
thereof will be issued; and                               

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

SECTION 3.04. Effect of Notice of Redemption.             

          Once notice of redemption is mailed in accordance with Section 3.03,
Notes called for redemption become due and payable on the Redemption Date and at
the Redemption Price plus accrued interest, if any. Upon surrender to the       
Trustee or Paying Agent, such Notes called for redemption, unless prohibited    
pursuant to Article Ten or Eleven or otherwise pursuant to this Indenture, shall
be paid at the Redemption Price (which shall include accrued interest thereon to
the Redemption Date), but installments of interest, the maturity of which is on 
or prior to the Redemption Date, shall be payable to Holders of record at the   
close of business on the relevant record dates referred to in the Notes.        

SECTION 3.05. Deposit of Redemption Price.                

          On or before the Redemption Date, the Company shall deposit with the
Paying Agent in immediately available funds U.S. Legal Tender sufficient to pay 
the Redemption Price plus accrued interest, if any, of all Notes or portions    
thereof to be redeemed on that date. The Paying Agent shall promptly return to  
the Company any U.S. Legal Tender so deposited which is not required for that   
purpose, except with respect to monies owed as obligations to the Trustee       
pursuant to Article Seven.                                                      

         If the Company complies with the preceding paragraph and payment of
the Notes is not prohibited under Article Ten or Eleven or otherwise, then,     
unless the Company defaults in the payment of such Redemption Price plus accrued
interest, if any, interest on the Notes to be                                   

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redeemed will cease to accrue on and after the applicable Redemption Date,      
whether or not such Notes are presented for payment.                            

SECTION 3.06. Notes Redeemed in Part.                     

          Upon surrender of a Note that is to be redeemed in part, the Company
shall issue and execute, and the Trustee shall authenticate for the Holder, a   
new Note or Notes equal in principal amount to the unredeemed portion of the    
Note surrendered.                                                               

ARTICLE FOUR

COVENANTS 

SECTION 4.01. Payment of Notes.                           

         The Company shall pay the principal of and interest on the Notes on
the dates and in the manner provided in the Notes and in this Indenture. An     
installment of principal of or interest on the Notes shall be considered paid on
the date it is due if the Trustee or Paying Agent (other than the Company or an 
Affiliate of the Company) holds on that date U.S. Legal Tender designated for   
and sufficient to pay the installment in full and is not prohibited from paying 
such money to the Holders pursuant to the terms of this Indenture.              

    The Company shall pay, to the extent such payments are lawful,
interest on overdue principal and on overdue installments of interest (without  
regard to any applicable grace periods) from time to time on demand at the rate 
borne by the Notes. Interest will be computed on the basis of a 360-day year    
comprised of twelve 30-day months.                                              

SECTION 4.02. Maintenance of Office or Agency.            

    The Company shall maintain the office or agency required under
Section 2.03. The Company shall give prior written notice to the Trustee of the 
location, and any change in the location, of such office or agency. If at any   
time the Company shall fail to maintain any such required office or agency or   
shall fail to furnish the Trustee with the address thereof, such presentations, 
surrenders, notices and demands may be made or served at the address of the     
Trustee set forth in Section 12.02.                                             

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SECTION 4.03. Corporate Existence.                        

         Except as otherwise permitted by Article Five, the Company shall do
or cause to be done, at its own cost and expense, all things necessary to       
preserve and keep in full force and effect its corporate existence and the      
corporate existence of each of the Restricted Subsidiaries in accordance with   
the respective organizational documents of each such Restricted Subsidiary and  
the material rights (charter and statutory) of the Company and each such        
Restricted Subsidiary; provided, however, that the Company shall not be required
to preserve, with respect to itself, any material right and, with respect to any
of its Subsidiaries, any such existence or material right, if the Board of      
Directors of the Company shall determine in good faith that the preservation    
thereof is no longer desirable in the conduct of the business of the Company and
its Subsidiaries, taken as a whole.                                             

SECTION 4.04. Payment of Taxes and Other Claims.          

           The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest   
and additions to taxes) levied or imposed upon it or any of its Subsidiaries or 
its Properties or any of its Subsidiaries' Properties and (ii) all material     
lawful claims for labor, materials and supplies that, if unpaid, might by law   
become a Lien upon its Properties or any of its Subsidiaries' Properties,       
except, in each case, as would not be, in the aggregate, reasonably likely to   
have a material adverse effect on the business and financial condition of the   
Company and its Restricted Subsidiaries, taken as a whole; 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 properly instituted and diligently conducted for which adequate     
reserves, to the extent required under GAAP, have been taken.                   

SECTION 4.05. Maintenance of Properties and Insurance.    

   (a) The Company shall, and shall cause each of its Restricted
Subsidiaries to, maintain its Properties in good working order and condition    
(subject to ordinary wear and tear) and make all necessary repairs, renewals,   
replacements, additions, betterments and improvements thereto and actively      
conduct and carry on its business, unless the failure to do so, in each case,   
would not be, in the aggregate, reasonably likely to have a material adverse    
effect on the business and financial condition of the Company and its Restricted
Subsidiaries, taken as a whole; provided, however, that nothing in this Section 
4.05 shall prevent the Company or any of its Restricted Subsidiaries from       
discontinuing the operation and maintenance of any of its Properties if such    
discontinuance is, in the good faith judgment of the Board of Directors or other
governing body of the Company or the Restricted Subsidiary concerned, as the    
case may                                                                        

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be, desirable in the conduct of its businesses and is not disadvantageous in any
material respect to the Holders.                                                

     (b) The Company shall maintain insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith     
judgment of the Company, are adequate and appropriate for the conduct of the    
business of the Company and its Restricted Subsidiaries in a prudent manner,    
with reputable insurers or with the government of the United States of America  
or an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be customary, in the good faith judgment of the    
Company, for companies similarly situated in the industry, except for any       
omissions thereof which would not be, in the aggregate, reasonably likely to    
have a material adverse effect on the business and financial condition of the   
Company and its Restricted Subsidiaries, taken as a whole.                      

SECTION 4.06. Compliance Certificate; Notice of Default.  

         (a) The Company shall deliver to the Trustee, within 120 days after
the end of the Company's fiscal year, an Officers' Certificate which complies   
with TIA Section 314(a)(4) stating that a review of its activities during the   
preceding fiscal year has been made under the supervision of the signing        
Officers with a view to determining whether it has kept, observed, performed and
fulfilled its Obligations under this Indenture and further stating, as to each  
such Officer signing such certificate, that to the best of such Officer's       
knowledge the Company during such preceding fiscal year has kept, observed,     
performed and fulfilled each and every such covenant and the Obligations        
contained in this Indenture and the Notes and no Default or Event of Default    
occurred during such year and at the date of such certificate there is no       
Default or Event of Default that has occurred and is continuing or, if such     
signers do know of such Default or Event of Default, the certificate shall      
describe the Default or Event of Default and its status with particularity. The 
Officers' Certificate shall also notify the Trustee should the Company elect to 
change the manner in which it fixes its fiscal year end.                        

        (b) So long as not contrary to then current recommendations of the
American Institute of Certified Public Accountants, the annual financial        
statements delivered pursuant to Section 4.08 shall be accompanied by a written 
report of the Company's independent accountants (who shall be a firm of         
established national reputation) that in conducting their audit of such         
financial statements nothing has come to their attention that would lead them to
believe that the Company has violated any provisions of Article Four or Five or 
Section 6.01 insofar as they relate to accounting matters or, if any such       
violation has occurred, specifying the nature and period of existence thereof,  
it being understood that such accountants shall not be liable directly or       
indirectly to any person for any failure to obtain knowledge of any such        
violation.                                                                      

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    (c) (i) If any Default or Event of Default has occurred and is
continuing or (ii) if any Holder seeks to exercise any remedy hereunder with    
respect to a claimed Default under this Indenture or the Notes, the Company     
shall deliver to the Trustee, at its address set forth in Section 12.02 hereof, 
by registered or certified mail or by telegram, telex or facsimile transmission 
followed by hard copy by registered or certified mail an Officers' Certificate  
specifying such event, notice or other action (including any action the Company 
is taking or proposes to take in respect thereof) within thirty days of such    
occurrence.                                                                     

SECTION 4.07. Compliance with Laws.                       

     The Company shall, and shall cause each of its Subsidiaries to,
comply with all applicable statutes, rules, regulations, orders and restrictions
of the United States of America, all states and municipalities thereof, and of  
any governmental department, commission, board, regulatory authority, bureau,   
agency and instrumentality of the foregoing, in respect of the conduct of its   
businesses and the ownership of its properties, except for such noncompliances  
as are not in the aggregate reasonably likely to have a material adverse effect 
on the business or financial condition of the Company and its Subsidiaries,     
taken as a whole.                                                               

SECTION 4.08. SEC Reports.                                

        (a) The Company shall file with the SEC all information, documents
and reports to be filed with the SEC pursuant to Section 13 or 15(d) of the     
Exchange Act, whether or not the Company is subject to such filing requirements 
so long as the SEC will accept such filings. The Company (at its own expense)   
shall file with the Trustee within 15 days after it files them with the SEC,    
copies of the quarterly and annual reports and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may
by rules and regulations prescribe) which the Company files with the SEC        
pursuant to Section 13 or 15(d) of the Exchange Act. Upon qualification of this 
Indenture under the TIA, the Company shall also comply with the provisions of   
TIA Section 314(a).                                                             

        (b) At the Company's expense, regardless of whether the Company is
required to furnish such reports and other information referred to in paragraph 
(a) above to its stockholders pursuant to the Exchange Act, the Company shall   
cause such reports and other information to be mailed to the Holders at their   
addresses appearing in the register of Notes maintained by the Registrar within 
15 days after it files them with the SEC.                                       

      (c) Prior to the consummation of the Exchange Offer, the Company
shall provide to any Holder any information reasonably requested by such Holder 
concerning the Company (including financial statements) necessary in order to   
permit such Holder to sell or transfer Notes in compliance with Rule 144A under 
the Securities Act.                                                             

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SECTION 4.09. Waiver of Stay, Extension or Usury Laws.    

         The Company and each Guarantor 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 that would prohibit or forgive the  
Company or any such Guarantor, as the case may be, from paying all or any       
portion of the principal of or interest on the Notes or performing its          
Guarantee, as the case may be and 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 Company and each Guarantor, if any, 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 4.10. Limitation on Restricted Payments.          

     The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, (a) declare or pay any      
dividend or make any distribution (other than dividends or distributions payable
in Qualified Capital Stock of the Company) on or in respect of shares of the    
Company's Capital Stock to holders of such Capital Stock, (b) purchase, redeem  
or otherwise acquire or retire for value any Capital Stock of the Company or any
warrants, rights or options to purchase or acquire shares of any class of such  
Capital Stock, (c) make any principal payment on, purchase, defease, redeem,    
prepay, decrease or otherwise acquire or retire for value, prior to any         
scheduled final maturity, scheduled repayment or scheduled sinking fund payment,
any Indebtedness of the Company that is subordinate or junior in right of       
payment to the Notes or any Preferred Stock of a Restricted Subsidiary or (d)   
make any Investment (other than Permitted Investments) (each of the foregoing   
actions set forth in clauses (a), (b), (c) and (d) being referred to as a       
"Restricted Payment"), if at the time of such Restricted Payment or immediately 
after giving effect thereto, (i) a Default or an Event of Default shall have    
occurred and be continuing or (ii) the Company is not able to incur at least    
$1.00 of additional Indebtedness (other than Permitted Indebtedness) in         
compliance with Section 4.12 or (iii) the aggregate amount of Restricted        
Payments (including such proposed Restricted Payment) made subsequent to the    
Issue Date (the amount expended for such purposes, if other than in cash, being 
the fair market value of such property as determined reasonably and in good     
faith by the Board of Directors of the Company) shall exceed the sum of: (w) 50%
of the cumulative Consolidated Net Income (or if cumulative Consolidated Net    
Income shall be a loss, minus 100% of such loss) of the Company earned during   
the period beginning on the first day of the fiscal quarter after the Issue Date
and ending on the last day of the fiscal quarter ending at least 30 days prior  
to the date the Restricted Payment occurs (the "Reference Date") (treating such 
period as a single accounting period); plus (x) 100% of the aggregate net cash  
proceeds received by the Company from any Person (other than a                  

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Subsidiary of the Company) from the issuance and sale subsequent to the Issue   
Date and on or prior to the Reference Date of Qualified Capital Stock of the    
Company (excluding any such proceeds that have been used to make Investments in 
Unrestricted Subsidiaries pursuant to clause (vii) of the definition of         
Permitted Investments); plus (y) without duplication of any amounts included in 
clause (iii)(x) above, 100% of the aggregate net cash proceeds of any equity    
contribution received by the Company from a holder of the Company's Capital     
Stock (excluding, in the case of clauses (iii)(x) and (y), any net cash proceeds
from a Equity Offering to the extent used to redeem the Notes); plus (z) to the 
extent that any Investment (other than a Permitted Investment) that was made    
after the Issue Date is sold for cash or otherwise liquidated or repaid for     
cash, the lesser of (A) the cash return of capital with respect to such         
Investment (less the cost of disposition, if any) and (B) the initial amount of 
such Investment.                                                                

    Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit: (1) the payment of any dividend
within 60 days after the date of declaration of such dividend if the dividend   
would have been permitted on the date of declaration; (2) the acquisition of any
shares of Capital Stock of the Company, either (i) solely in exchange for shares
of Qualified Capital Stock of the Company or (ii) through the application of net
proceeds of a substantially concurrent sale for cash (other than to a Subsidiary
of the Company) of shares of Qualified Capital Stock of the Company; (3) if no  
Default or Event of Default shall have occurred and be continuing, the          
acquisition of any Indebtedness of the Company that is subordinate or junior in 
right of payment to the Notes or any Preferred Stock of a Restricted Subsidiary 
either (i) solely in exchange for shares of Qualified Capital Stock of the      
Company, or (ii) through the application of net proceeds of a substantially     
concurrent sale for cash (other than to a Subsidiary of the Company) of (A)     
shares of Qualified Capital Stock of the Company or (B) Refinancing             
Indebtedness; (4) so long as no Default or Event of Default shall have occurred 
and be continuing, repurchases by the Company of Common Stock of the Company    
from employees of the Company or any of its Subsidiaries or their authorized    
representatives upon the death, disability or termination of employment of such 
employees, in an aggregate amount not to exceed $500,000 in any calendar year or
$2.5 million in the aggregate; (5) so long as no Default or Event of Default has
occurred and is continuing, amounts paid by the Company or its Subsidiaries to  
Brentwood in accordance with the Administrative Services Agreement. In          
determining the aggregate amount of Restricted Payments made subsequent to the  
Issue Date in accordance with clause (iii) of the immediately preceding         
paragraph, amounts expended pursuant to clauses (1), (2)(ii) and (4) shall be   
included in such calculation.                                                   

           Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such         
Restricted Payment complies with this Indenture and setting forth in reasonable 
detail the basis upon which the required calculations were computed, which      
calculations may be based upon the Company's latest available internal quarterly
financial statements.                                                           

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SECTION 4.11. Limitation on Transactions with Affiliates. 

           (a) The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any      
transaction or series of related transactions (including, without limitation,   
the purchase, sale, lease or exchange of any property or the rendering of any   
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate 
Transaction"), other than (x) Affiliate Transactions permitted under paragraph  
(b) below and (y) Affiliate Transactions on terms that are no less favorable    
than those that might reasonably have been obtained in a comparable transaction 
at such time on an arm's-length basis from a Person that is not an Affiliate of 
the Company or such Restricted Subsidiary. All Affiliate Transactions (and each 
series of related Affiliate Transactions which are similar or part of a common  
plan) involving aggregate payments or other property with a fair market value in
excess of $1.0 million shall be approved by the disinterested members of the    
Board of Directors of the Company or such Restricted Subsidiary, as the case may
be, such approval to be evidenced by a Board Resolution filed with the Trustee  
stating that such Board of Directors has determined that such transaction       
complies with the foregoing provisions. If the Company or any Restricted        
Subsidiary of the Company enters into an Affiliate Transaction (or a series of  
related Affiliate Transactions related to a common plan) that involves an       
aggregate fair market value of more than $5.0 million, the Company or such      
Restricted Subsidiary, as the case may be, shall, prior to the consummation     
thereof, obtain a favorable opinion as to the fairness of such transaction or   
series of related transactions to the Company or the relevant Restricted        
Subsidiary, as the case may be, from a financial point of view, from an         
Independent Financial Advisor and file the same with the Trustee.               

         (b) The restrictions set forth in clause (a) shall not apply to (i)
reasonable fees and compensation paid to and indemnity provided on behalf of    
officers, directors, employees or consultants of the Company or any Restricted  
Subsidiary of the Company as determined in good faith by the Company's Board of 
Directors or senior management; (ii) transactions exclusively between or among  
the Company and any of its Restricted Subsidiaries or exclusively between or    
among such Restricted Subsidiaries, provided such transactions are not otherwise
prohibited by this Indenture; (iii) any agreement as in effect as of the Issue  
Date or any amendment thereto or any transaction contemplated thereby (including
pursuant to any amendment thereto) in any replacement agreement thereto so long 
as any such amendment or replacement agreement is not more disadvantageous to   
the Holders in any material respect than the original agreement as in effect on 
the Issue Date; (iv) so long as no Default or Event of Default has occurred and 
is continuing, amounts paid by the Company or its Subsidiaries to Brentwood in  
accordance with the Administrative Services Agreement; and (v) Restricted       
Payments permitted by this Indenture.                                           

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SECTION 4.12. Limitation on Indebtedness.                 

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,      
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness      
(other than Permitted Indebtedness); provided, however, that if no Default or   
Event of Default shall have occurred and be continuing at the time of or as a   
consequence of the incurrence of any such Indebtedness, the Company or any of   
its Restricted Subsidiaries may incur Indebtedness (including, without          
limitation, Acquired Indebtedness) if on the date of the incurrence of such     
Indebtedness, after giving effect to the incurrence thereof, the Consolidated   
Fixed Charge Coverage Ratio of the Company is greater than 2.0 to 1.0.          

         SECTION 4.13. Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries.       

     The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the       
ability of any Restricted Subsidiary of the Company to (a) pay dividends or make
any other distributions on or in respect of its Capital Stock; (b) make loans or
advances or to pay any Indebtedness or other obligation owed to the Company or  
any other Restricted Subsidiary of the Company; or (c) 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 (1) applicable law; (2) this Indenture; (3) the Revolving Credit      
Facility; (4) customary non-assignment provisions of any contract or any lease  
governing a leasehold interest of any Restricted Subsidiary of the Company; (5) 
any instrument governing Acquired Indebtedness, which encumbrance or restriction
is not applicable to any Person, or the properties or assets of any Person,     
other than the Person or the properties or assets of the Person so acquired; (6)
agreements existing on the Issue Date to the extent and in the manner such      
agreements are in effect on the Issue Date; (7) restrictions arising by         
customary non-assignment provisions in leases and licenses entered into in the  
ordinary course of business and consistent with past practices; (8) restrictions
contained in purchase money or capital lease obligations for property acquired  
in the ordinary course of business; (9) any customary restriction or encumbrance
contained in contracts for sales of assets or sales of Capital Stock of         
Restricted Subsidiaries permitted by this Indenture; or (10) an agreement       
governing Indebtedness incurred to Refinance the Indebtedness issued, assumed or
incurred pursuant to an agreement referred to in clause (2), (5) or (6) above;  
provided, however, that the provisions relating to such encumbrance or          
restriction contained in any such Indebtedness, taken as a whole, are no less   
favorable to the Company in any material respect than the provisions relating to
such encumbrance or restriction contained in agreements whose Indebtedness is   
being refinanced.                                                               

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SECTION 4.14. Limitation on Additional Senior Subordinated
Indebtedness.                 

         The Company shall not incur or suffer to exist Indebtedness that is
senior in right of payment to the Notes and subordinate in right of payment to  
any other Indebtedness of the Company.                                          

SECTION 4.15. Limitation on Change of Control.            

       (a) Upon the occurrence of a Change of Control, the Company shall
offer to purchase all of the Notes pursuant to the offer described below (the   
"Change of Control Offer"), at a purchase price equal to 101% of the principal  
amount thereof plus accrued interest to the date of purchase.                   

      Prior to the mailing of the notice referred to below, but in any
event within 30 days following any Change of Control, the Company covenants to  
(i) repay in full and terminate all commitments under Indebtedness under the    
Revolving Credit Facility and all other Senior Debt or Guarantor Senior Debt the
terms of which require repayment upon a Change of Control or offer to repay in  
full and terminate all commitments under all Indebtedness under the Revolving   
Credit Facility and all other such Senior Debt or Guarantor Senior Debt and to  
repay the Indebtedness owed to each lender which has accepted such offer or (ii)
obtain the requisite consents under the Revolving Credit Facility and all other 
Senior Debt to permit the repurchase of the Notes as provided below. The Company
shall first comply with the covenant in the immediately preceding sentence      
before it shall be required to repurchase Notes pursuant to the provisions      
described below.                                                                

    (b) Within 30 days following the date upon which the Change of
Control occurred, the Company shall send, by first class mail, a notice to each 
Holder, with a copy to the Trustee, which notice shall govern the terms of the  
Change of Control Offer. Such notice shall state:                               

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

                   (2) the purchase price (including the amount of accrued
        interest) and the purchase date (which shall be no earlier than 30
      days nor later than 45 days from the date such notice is mailed,
           other than as may be required by law) (the "Change of Control Payment
Date");                                                   

                  (3) that any Note not tendered will continue to accrue
interest if interest is then accruing;                    

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

              (5) that Holders electing to have a Note purchased
         pursuant to a Change of Control Offer will be required to surrender
           the Note, with the form entitled "Option of Holder to Elect Purchase"
      on the reverse of the Note completed, to the Paying Agent at the
       address specified in the notice prior to 5:00 p.m., New York City
    time, on the third Business Day prior to the Change of Control
Payment Date;                                             

               (6) that Holders will be entitled to withdraw their
          election if the Paying Agent receives, not later than 5:00 p.m., New
        York City time, on the second Business Day preceding the Change of
        Control Payment Date, a telegram, telex, facsimile transmission or
          letter setting forth the name of the Holder, the principal amount of
           the Notes the Holder delivered for purchase and a statement that such
         Holder is withdrawing his election to have such Note purchased; and

                   (7) the circumstances and relevant facts regarding such
Change of Control.                                        

        On or before the Change of Control Payment Date, the Company shall
(i) accept for payment Notes or portions thereof tendered pursuant to the Change
of Control Offer, (ii) deposit with the Paying Agent U.S. Legal Tender          
sufficient to pay the purchase price plus accrued interest, if any, of all Notes
or portions thereof so tendered and accepted and (iii) deliver to the Trustee   
Notes so accepted together with an Officers' Certificate stating the Notes or   
portions thereof being purchased by the Company. The Paying Agent shall promptly
mail or deliver to the Holders of Notes so accepted payment in an amount equal  
to the purchase price plus accrued interest, if any, and the Company shall      
execute and issue, and the Trustee shall promptly authenticate and mail or      
deliver to such Holders new Notes equal in principal amount to any unpurchased  
portion of the Notes surrendered. Any Notes not so accepted shall be promptly   
mailed or delivered by the Company to the Holder thereof. The Company shall     
publicly announce the results of the Change of Control Offer on or as soon as   
practicable after the Change of Control Payment Date. For purposes of this      
Section 4.15, the Trustee shall act as the Paying Agent.                        

      (c) The Company shall comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations thereunder 
to the extent such laws and regulations are applicable in connection with the   
repurchase of Notes pursuant to a Change of Control Offer. To the extent that   
the provisions of any securities laws or regulations conflict with this Section 
4.15, the Company shall comply with the applicable securities laws and          
regulations and shall not be deemed to have breached its obligations under this 
Section 4.15 by virtue thereof.                                                 

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         Notwithstanding the foregoing, the Company shall not be required to
make a Change of Control Offer upon a Change of Control if a third party makes  
the Change of Control Offer in the manner, at the times and otherwise in        
compliance with the requirements set forth in this Indenture applicable to a    
Change of Control Offer made by the Company, including any requirements to repay
in full the Revolving Credit Facility, any such Senior Debt or Guarantor Senior 
Debt or obtain the consents of such lenders to such Change of Control Offer as  
set forth in the second paragraph of this Section, and purchases all Notes      
validly tendered and not withdrawn under such Change of Control Offer.          

SECTION 4.16. Limitation on Asset Sales.                  

       The Company shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless: (i) the Company or the        
applicable Restricted Subsidiary, as the case may be, receives consideration at 
the time of such Asset Sale at least equal to the fair market value of the      
assets sold or otherwise disposed of (as determined in good faith by the        
Company's Board of Directors); (ii) at least 75% of the consideration received  
by the Company or the Restricted Subsidiary, as the case may be, from such Asset
Sale shall be in the form of cash or Cash Equivalents and is received at the    
time of such disposition; and (iii) upon the consummation of an Asset Sale, the 
Company shall apply, or cause such Restricted Subsidiary to apply, the Net Cash 
Proceeds relating to such Asset Sale within 360 days of receipt thereof either  
(A) to prepay any Senior Debt or Guarantor Senior Debt and, in the case of any  
Senior Debt or Guarantor Senior Debt under any revolving credit facility, effect
a permanent reduction in the availability under such revolving credit facility, 
(B) to make any investment in assets which constitute or are part of businesses 
which are materially related to the business of the Company and its Subsidiaries
as of the Issue Date or in 100% of the issued and outstanding Capital Stock of a
Person the assets of which are principally comprised of such assets             
("Replacement Assets"), or (C) a combination of prepayment and investment       
permitted by the foregoing clauses (iii)(A) and (iii)(B). On the 361st day after
an Asset Sale or such earlier date, if any, as the Board of Directors of the    
Company or of such Restricted Subsidiary determines not to apply the Net Cash   
Proceeds relating to such Asset Sale as set forth in clauses (iii)(A), (iii)(B) 
and (iii)(C) of the preceding sentence (each, a "Net Proceeds Offer Trigger     
Date"), such aggregate amount of Net Cash Proceeds which have not been applied  
on or before such Net Proceeds Offer Trigger Date as permitted in clauses       
(iii)(A), (iii)(B) and (iii)(C) of the next preceding sentence (each a "Net     
Proceeds Offer Amount") shall be applied by the Company or such Restricted      
Subsidiary to make an offer to purchase (the "Net Proceeds Offer") on a date    
(the "Net Proceeds Offer Payment Date") not less than 30 nor more than 45 days  
following the applicable Net Proceeds Offer Trigger Date, from all Holders on a 
pro rata basis, that amount of Notes equal to the Net Proceeds Offer Amount at a
price equal to 100% of the principal amount of the Notes to be purchased, plus  
accrued and unpaid interest thereon, if any, to the date of purchase; provided, 
however, that if at any time any non-cash consideration received by the Company 
or any Restricted Subsidiary of the Company, as                                 

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the case may be, in connection with any Asset Sale is converted into or sold or 
otherwise disposed of for cash (other than interest received with respect to any
such non-cash consideration), then such conversion or disposition shall be      
deemed to constitute an Asset Sale hereunder and the Net Cash Proceeds thereof  
shall be applied in accordance with this Section 4.16. The Company may defer the
Net Proceeds Offer until there is an aggregate unutilized Net Proceeds Offer    
Amount equal to or in excess of $5,000,000 resulting from one or more Asset     
Sales (at which time, the entire unutilized Net Proceeds Offer Amount, and not  
just the amount in excess of $5,000,000, shall be applied as required pursuant  
to this paragraph).                                                             

          Notwithstanding the immediately preceding paragraph, the Company and
its Restricted Subsidiaries shall be permitted to consummate an Asset Sale      
without complying with such paragraph to the extent (i) at least 80% of the     
consideration for such Asset Sale constitutes Replacement Assets and (ii) such  
Asset Sale is for fair market value; provided that if the total consideration   
with respect to such Asset Sale is greater than $10.0 million (as determined in 
good faith by the Company's Board of Directors), the Company shall obtain a     
fairness opinion from an Independent Financial Advisor; provided, further, that 
any consideration not constituting Replacement Assets received by the Company or
any of its Restricted Subsidiaries in connection with any Asset Sale permitted  
to be consummated under this paragraph shall constitute Net Cash Proceeds       
subject to the provisions of the immediately preceding paragraph.               

      Each Net Proceeds Offer shall be mailed to the record Holders as
shown on the register of Holders within 25 days following the Net Proceeds Offer
Trigger Date, with a copy to the Trustee, and shall comply with the procedures  
set forth in this Indenture. Upon receiving notice of the Net Proceeds Offer,   
Holders may elect to tender their Notes in whole or in part in integral         
multiples of $1,000 in exchange for cash. To the extent Holders properly tender 
Notes in an amount exceeding the Net Proceeds Offer Amount, Notes of tendering  
Holders will be purchased on a pro rata basis (based on amounts tendered). A Net
Proceeds Offer shall remain open for a period of 20 business days or such longer
period as may be required by law.                                               

        The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the          
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the    
provisions of any securities laws or regulations conflict with this Section     
4.16, the Company shall comply with the applicable securities laws and          
regulations and shall not be deemed to have breached its obligations under this 
Section 4.16 by virtue thereof.                                                 

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SECTION 4.17. Limitation on Liens.                        

     The Company shall not, and shall not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or    
permit or suffer to exist any Liens of any kind against or upon any property or 
assets of the Company or any of its Restricted Subsidiaries whether owned on the
Issue Date or acquired after the Issue Date, or any proceeds therefrom, or      
assign or otherwise convey any right to receive income or profits therefrom     
unless (i) in the case of Liens securing Indebtedness that is expressly         
subordinate or junior in right of payment to the Notes, the Notes are secured by
a Lien on such property, assets or proceeds that is senior in priority to such  
Liens and (ii) in all other cases, the Notes are equally and ratably secured,   
except for (A) Liens existing as of the Issue Date to the extent and in the     
manner such Liens are in effect on the Issue Date; (B) Liens securing Senior    
Debt and Liens securing Guarantor Senior Debt; (C) Liens securing the Notes and 
the Guarantees; (D) Liens in favor of the Company or a Restricted Subsidiary of 
the Company; (E) Liens securing Refinancing Indebtedness which is incurred to   
Refinance any Indebtedness which has been secured by a Lien permitted under this
Indenture and which has been incurred in accordance with the provisions of this 
Indenture; provided, however, that such Liens (A) are no less favorable to the  
Holders and are not more favorable to the lienholders with respect to such Liens
than the Liens in respect of the Indebtedness being Refinanced and (B) do not   
extend to or cover any property or assets of the Company or any of its          
Restricted Subsidiaries not securing the Indebtedness so Refinanced; and (F)    
Permitted Liens.                                                                

SECTION 4.18. Additional Subsidiary Guarantees.           

       If the Company or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related             
transactions, any property to any Restricted Subsidiary that is not a Guarantor,
or if the Company or any of its Restricted Subsidiaries shall organize, acquire 
or otherwise invest in another Restricted Subsidiary having total assets with a 
book value in excess of $500,000, then such transferee or acquired or other     
Restricted Subsidiary shall (i) execute and deliver 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  
Company's obligations under the Notes and this Indenture on the terms set forth 
in this Indenture and (ii) deliver to the Trustee an opinion of counsel that    
such supplemental indenture has been duly authorized, executed and delivered by 
such Restricted Subsidiary and constitutes a legal, valid, binding and          
enforceable obligation of such Restricted Subsidiary. Thereafter, such          
Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.  

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SECTION 4.19. Conduct of Business.                        

         The Company and its Restricted Subsidiaries shall not engage in any
businesses which are not the same, similar or related to the businesses in which
the Company and its Restricted Subsidiaries are engaged on the Issue Date.      

ARTICLE FIVE

 SUCCESSOR CORPORATION

SECTION 5.01. When Company May Merge, Etc.                

     (a) The Company shall not, in a single transaction or series of
related transactions, consolidate or merge with or into any Person, or sell,    
assign, transfer, lease, convey or otherwise dispose of (or cause or permit any 
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets          
(determined on a consolidated basis for the Company and the Company's Restricted
Subsidiaries) whether as an entirety or substantially as an entirety to any     
Person unless: (i) either (1) the Company shall be the surviving or continuing  
corporation or (2) the Person (if other than the Company) formed by such        
consolidation or into which the Company is merged or the Person which acquires  
by sale, assignment, transfer, lease, conveyance or other disposition the       
properties and assets of the Company and of the Company's Restricted            
Subsidiaries substantially as an entirety (the "Surviving Entity") (x) shall be 
a corporation organized and validly existing under the laws of the United States
or any State thereof or the District of Columbia and (y) shall expressly assume,
by supplemental indenture (in form and substance satisfactory to the Trustee),  
executed and delivered to the Trustee, the due and punctual payment of the      
principal of, and premium, if any, and interest on all of the Notes and the     
performance of every covenant of the Notes, this Indenture and the Registration 
Rights Agreement on the part of the Company to be performed or observed; (ii)   
immediately after giving effect to such transaction and the assumption          
contemplated by clause (i)(2)(y) above (including giving effect to any          
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred in
connection with or in respect of such transaction), the Company or such         
Surviving Entity, as the case may be, shall be able to incur at least $1.00 of  
additional Indebtedness (other than Permitted Indebtedness) pursuant to the     
first paragraph of Section 4.12; (iii) immediately before and immediately after 
giving effect to such transaction and the assumption contemplated by clause     
(i)(2)(y) above (including, without limitation, giving effect to any            
Indebtedness and Acquired Indebtedness incurred or anticipated to be incurred   
and any Lien granted in connection with or in respect of the transaction), no   
Default or Event of Default shall have occurred and be continuing; and (iv) the 
Company or the Surviving Entity shall have delivered to the Trustee an officers'
certificate and an opinion of counsel, each                                     

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stating that such consolidation, merger, sale, assignment, transfer, lease,     
conveyance or other disposition and, if a supplemental indenture is required in 
connection with such transaction, such supplemental indenture comply with the   
applicable provisions of this Indenture and that all conditions precedent in    
this Indenture relating to such transaction have been satisfied.                

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

           (c) Each Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture in    
connection with any transaction complying with the provisions of Section 4.16)  
shall not, and the Company shall not cause or permit any Guarantor to,          
consolidate with or merge with or into any Person other than the Company or any 
other Guarantor unless: (i) the entity formed by or surviving any such          
consolidation or merger (if other than the Guarantor) or to which such sale,    
lease, conveyance or other disposition shall have been made is a corporation    
organized and existing under the laws of the United States or any State thereof 
or the District of Columbia; (ii) such entity assumes by supplemental indenture 
all of the obligations of the Guarantor on the Guarantee; (iii) immediately     
after giving effect to such transaction, no Default or Event of Default shall   
have occurred and be continuing; and (iv) immediately after giving effect to    
such transaction and the use of any net proceeds therefrom on a pro forma basis,
the Company could satisfy the provisions of clause (ii) of the first paragraph  
of this Section 5.01. Any merger or consolidation of a Guarantor with and into  
the Company (with the Company being the surviving entity) or another Guarantor  
that is a Wholly Owned Restricted Subsidiary of the Company need only comply    
with clause (iv) of the first paragraph of this Section 5.01.                   

SECTION 5.02. Successor Corporation Substituted.          

          Upon any consolidation, combination or merger or any transfer of all
or substantially all of the assets of the Company in accordance with the        
foregoing, in which the Company is not the continuing corporation, the successor
Person formed by such consolidation or into which the Company is merged or to   
which such conveyance, lease or transfer is made shall succeed to, and be       
substituted for, and may exercise every right and power of, the Company under   
this Indenture and the Notes with the same effect as if such surviving entity   
had been named as such.                                                         

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 ARTICLE SIX

DEFAULT AND REMEDIES

SECTION 6.01. Events of Default.                          

An "Event of Default" occurs upon:    

                     (1) the failure by the Company to pay interest on any Notes
           when the same becomes due and payable and the default continues for a
           period of 30 days (whether or not such payment shall be prohibited by
the subordination provisions of this Indenture);          

                    (2) the failure by the Company to pay the principal on any
           Notes, when such principal becomes due and payable, at maturity, upon
         redemption or otherwise (including the failure to make a payment to
        purchase Notes tendered pursuant to a Change of Control Offer or a
          Net Proceeds Offer) (whether or not such payment shall be prohibited
by the subordination provisions of this Indenture);       

                (3) the default by the Company or any Guarantor in the
  observance or performance of any other covenant or agreement
         contained in this Indenture which default continues for a period of
      30 days after the Company receives written notice specifying the
    default (and demanding that such default be remedied) from the
         Trustee or the Holders of at least 25% of the outstanding principal
          amount of the Notes (except in the case of a default with respect to
       Section 5.01, which will constitute an Event of Default with such
       notice requirement but without such passage of time requirement);

                    (4) the failure to pay at final maturity (giving effect to
  any applicable grace periods and any extensions thereof) the
           principal amount of any Indebtedness of the Company or any Restricted
        Subsidiary of the Company, or the acceleration of the final stated
         maturity of any such Indebtedness if the aggregate principal amount
           of such Indebtedness, together with the principal amount of any other
        such Indebtedness in default for failure to pay principal at final
        maturity or which has been accelerated, aggregates $5.0 million or
more at any time;                                         

                    (5) one or more judgments in an aggregate amount in excess
         of $5.0 million shall have been rendered against the Company or any
of its Restricted Subsidiaries and such judgments remain  
         undischarged, unpaid or unstayed for a period of 60 days after such
judgment or judgments become final and non-appealable;    

                    (6) the Company or any of its Significant Subsidiaries (A)
       commences a voluntary case or proceeding under any Bankruptcy Law
with respect to itself, (B)                               

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     consents to the entry of a judgment, decree or order for relief
          against it in an involuntary case or proceeding under any Bankruptcy
      Law, (C) consents to the appointment of a Custodian of it or for
         substantially all of its property, (D) consents to or acquiesces in
         the institution of a bankruptcy or an insolvency proceeding against
          it, (E) makes a general assignment for the benefit of its creditors,
         or (F) takes any corporate action to authorize or effect any of the
foregoing;                                                

                  (7) a court of competent jurisdiction enters a judgment,
        decree or order for relief in respect of the Company or any of its
         Significant Subsidiaries in an involuntary case or proceeding under
     any Bankruptcy Law, which shall (A) approve as properly filed a
 petition seeking reorganization, arrangement, adjustment or
     composition in respect of the Company or any of its Significant
        Subsidiaries, (B) appoint a Custodian of the Company or any of its
          Significant Subsidiaries or for substantially all of its property or
      (C) order the winding-up or liquidation of its affairs; and such
         judgment, decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or                         

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

SECTION 6.02. Acceleration.                               

         If an Event of Default (other than an Event of Default specified in
clause (6) of Section 6.01 with respect to the Company) shall occur and be      
continuing, the Trustee or the Holders of at least 25% in principal amount of   
outstanding Notes may declare the principal of and accrued interest on all the  
Notes to be due and payable by notice in writing to the Company and the Trustee 
specifying the respective Event of Default and that it is a "notice of          
acceleration" (the "Acceleration Notice"), and the same (i) shall become        
immediately due and payable or (ii) if there are any amounts outstanding under  
the Revolving Credit Facility, shall become immediately due and payable upon the
first to occur of an acceleration under the Revolving Credit Facility or five   
Business Days after receipt by the Company and the Representative under the     
Revolving Credit Facility of such Acceleration Notice. If an Event of Default   
specified in clause (6) of Section 6.01 occurs and is continuing, then all      
unpaid principal of, and premium, if any, and accrued and unpaid interest on all
of the outstanding Notes shall ipso facto become and be immediately due and     
payable without any declaration or other act on the part of the Trustee or any  
Holder.                                                                         

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           In the event of a declaration of acceleration of the Notes because an
Event of Default has occurred and is continuing as a result of the acceleration 
of any Indebtedness described in clause (4) of Section 6.01, the declaration of 
acceleration of the Notes shall be automatically annulled if the holders of any 
Indebtedness described in clause (4) of Section 6.01 have rescinded the         
declaration of acceleration in respect of such Indebtedness within 30 days of   
the date of such declaration and if (i) the annulment of the acceleration of the
Notes would not conflict with any judgment or decree of a court of competent    
jurisdiction, and (ii) all existing Events of Default, except nonpayment of     
principal or interest on the Notes that became due solely because of the        
acceleration of the Notes, have been cured or waived. At any time after a       
declaration of acceleration with respect to the Notes as described in the       
preceding paragraph, the Holders of a majority in principal amount of the Notes 
may rescind and cancel such declaration and its consequences (i) if the         
rescission would not conflict with any judgment or decree, (ii) if all existing 
Events of Default have been cured or waived except nonpayment of principal or   
interest that has become due solely because of the acceleration, (iii) to the   
extent the payment of such interest is lawful, interest on overdue installments 
of interest and overdue principal, which has become due otherwise than by such  
declaration of acceleration, has been paid, (iv) if the Company has paid the    
Trustee its reasonable compensation and reimbursed the Trustee for its expenses,
disbursements and advances and (v) in the event of the cure or waiver of an     
Event of Default of the type described in clause (6) of Section 6.01, the       
Trustee shall have received an officers' certificate and an opinion of counsel  
that such Event of Default has been cured or waived. No such rescission shall   
affect any subsequent Default or impair any right consequent thereto.           

SECTION 6.03. Waiver of Past Defaults.                    

           Subject to Sections 2.09, 6.06 and 9.02, the Holders of a majority in
principal amount of the Notes may waive any existing Default or Event of Default
under this Indenture, and its consequences, except a default in the payment of  
the principal of or interest on any Notes as specified in clauses (1) and (2) of
Section 6.01. When a Default or Event of Default is waived, it is cured and     
ceases.                                                                         

SECTION 6.04. Control by Majority.                        

        Subject to Section 2.09, Holders of the Notes may not enforce this
Indenture or the Notes except as provided in this Indenture and under the TIA.  
Subject to the provisions of this Indenture relating to the duties of the       
Trustee, the Trustee is under no obligation to exercise any of its rights or    
powers under this Indenture at the request, order or direction of any of the    
Holders, unless such Holders have offered to the Trustee reasonable indemnity.  
Subject to all provisions of this Indenture and applicable law, the Holders of a
majority in aggregate principal amount of the then outstanding Notes have the   
right to direct the time, method and place of                                   

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conducting any proceeding for any remedy available to the Trustee or exercising 
any trust or power conferred on the Trustee.                                    

SECTION 6.05. Limitation on Suits.                        

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

                     (3) such Holder or Holders offer to the Trustee indemnity
           reasonably satisfactory to the Trustee against any loss, liability or
expense to be incurred in compliance with such request;   

                      (4) the Trustee does not comply with the request within 30
     days after receipt of the request and the offer of satisfactory
indemnity; and                                            

                      (5) during such 30-day period the Holders of a majority in
         principal amount of the outstanding Notes do not give the Trustee a
          direction which, in the opinion of the Trustee, is inconsistent with
the request.                                              

         The foregoing limitations shall not apply to a suit instituted by a
Holder for the enforcement of the payment of principal and premium, if any, or  
interest on such Note on or after the respective due dates set forth in such    
Note (including upon acceleration thereof); provided that upon institution of   
any proceeding or exercise of any remedy, such Holders provide the Trustee with 
prompt written notice thereof.                                                  

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

SECTION 6.06. 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 a Note, on or     
after the respective due dates expressed in such Note, 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.                        

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SECTION 6.07. Collection Suit by Trustee.                 

          If an Event of Default in payment of principal or interest specified
in clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may  
recover judgment in its own name and as trustee of an express trust against the 
Company, any Guarantor, if any, or any other obligor on the Notes for the whole 
amount of principal and accrued interest remaining unpaid, together with        
interest on overdue principal and, to the extent that payment of such interest  
is lawful, interest on overdue installments of interest, in each case at the    
rate 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 6.08. 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, taxes,  
disbursements and advances of the Trustee, its agents and counsel) and the      
Holders allowed in any judicial proceedings relating to the Company or any other
obligor upon the Notes, any of their respective creditors or any of their       
respective 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 Holder to make such payments to the Trustee and, in   
the event that the Trustee shall consent to the making of such payments directly
to the Holders, to pay to the Trustee any amount due to it for the reasonable   
compensation, expenses, taxes, disbursements and advances of the Trustee, its   
agent and counsel, and any other amounts due the Trustee under Section 7.07. The
Company's payment obligations under this Section 6.08 shall be secured in       
accordance with the provisions of 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 Holder 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 Holder in any such 
proceeding.                                                                     

SECTION 6.09. Priorities.                                 

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

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

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

                     Third: subject to Articles Ten and Eleven, to Holders for
        amounts due and unpaid on the Notes for principal, ratably without
          preference or priority of any kind, according to the amounts due and
payable on the Notes for principal; and                   

              Fourth: subject to Articles Ten and Eleven, to the
         Company, the Guarantors, if any, or any other obligor on the Notes,
as their interests may appear, or as a court of competent 
jurisdiction may direct.                                  

          The Trustee, upon prior notice to the Company, may fix a record date
and payment date for any payment to Holders pursuant to this Section 6.09.      

SECTION 6.10. 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, 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 6.10 does not apply to a suit by the Trustee, a suit by a Holder   
pursuant to Section 6.06, or a suit by a Holder or Holders of more than 10% in  
principal amount of the outstanding Notes.                                      

SECTION 6.11. Restoration of Rights and Remedies.         

           If the Trustee or any Holder has instituted any proceeding to enforce
any right or remedy under this Indenture or any Note and such proceeding has    
been discontinued or abandoned for any reason, or has been determined adversely 
to the Trustee or to such Holder, then and in every such case the Company, the  
Trustee and the Holders shall, subject to any determination in such proceeding, 
be restored severally and respectively to their former positions hereunder, and 
thereafter all rights and remedies of the Trustee and the Holders shall continue
as though no such proceeding had been instituted.                               

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 ARTICLE SEVEN

 TRUSTEE

SECTION 7.01. Duties of Trustee.                          

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

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

                     (1) The Trustee need perform only those duties as are
        specifically set forth in this Indenture and the TIA and no others
        and no covenants or obligations shall be implied in this Indenture
           against the Trustee. To the extent of any conflict between the duties
        of the Trustee hereunder and under the TIA, the TIA shall control.

                        (2) In the absence of bad faith on its part, the Trustee
      may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
          opinions furnished to the Trustee and conforming to the requirements
        of this Indenture. However, in the case of any such certificate or
          opinion which by any provision hereof is specifically required to be
          furnished to the Trustee, the Trustee shall examine the certificates
  and opinions to determine whether or not they conform to the
requirements of this Indenture.                           

        (c) Notwithstanding anything to the contrary herein contained, the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:           

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

                    (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.

                       (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 6.02, 6.03 or 6.04.

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     (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 in the exercise of any of its     
rights or powers if it shall have reasonable grounds for believing that         
repayment of such funds or adequate indemnity against such risk or liability is 
not reasonably assured to it.                                                   

          (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       
Company. Assets held in trust by the Trustee need not be segregated from other  
assets except to the extent required by law.                                    

SECTION 7.02. Rights of Trustee.                          

Subject to Section 7.01:                                  

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

                     (b) Before the Trustee acts or refrains from acting, it may
         consult with counsel and may require an Officers' Certificate or an
        Opinion of Counsel, or both, which shall conform to Sections 12.04
           and 12.05. The Trustee shall not be liable for any action it takes or
           omits to take in good faith in reliance on such Officers' Certificate
or Opinion of Counsel.                                    

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

                    (d) The Trustee shall not be liable for any action that it
          takes or omits to take in good faith which it reasonably believes to
be authorized or within its rights or powers.             

        (e) The Trustee shall not be bound to make any
       investigation into the facts or matters stated in any resolution,
   certificate, statement, instrument, opinion, notice, request,
   direction, consent, order, bond, debenture, 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.                                                      

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

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

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

SECTION 7.03. Individual Rights of Trustee.               

        The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company, any          
Subsidiary of the Company, or their respective 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 must comply with Sections 7.10 and 7.11.           

SECTION 7.04. Trustee's Disclaimer.                       

           The Trustee makes no representation as to the validity or adequacy of
this Indenture or the Notes, and it shall not be accountable for the Company's  
use of the proceeds from the Notes, and it shall not be responsible for any     
statement of the Company in this Indenture or the Notes other than the Trustee's
certificate of authentication.                                                  

SECTION 7.05. Notice of Default.                          

         If a Default or an Event of Default occurs and is continuing and if
it is known to the Trustee, the Trustee shall mail to each Holder notice of the 
uncured Default or Event of Default within 90 days after such Default or Event  
of Default becomes known to the Trustee. Except in the case of a Default or an  
Event of Default in payment of principal of, or interest on, any Note, the      
Trustee may withhold the notice if and so long as its Board of Directors, the   

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executive committee of its Board of Directors or a committee of its directors   
and/or Trust Officers in good faith determines that withholding the notice is in
the interest of the Holders.                                                    

SECTION 7.06. Reports by Trustee to Holders.              

        Within 60 days after each May 15, the Trustee shall, to the extent
that any of the events described in TIA Section 313(a) occurred within the      
previous twelve months, but not otherwise, mail to each Holder a brief report   
dated as of such date that complies with TIA Section 313(a). The Trustee also   
shall comply with TIA Sections 313(b) and (c).                                  

          A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed with the SEC and each stock exchange, if any, on
which the Notes are listed.                                                     

           The Company shall promptly notify the Trustee in writing if the Notes
become listed on any stock exchange and the Trustee shall comply with TIA       
Section 313(d).                                                                 

SECTION 7.07. Compensation and Indemnity.                 

       The Company shall pay to the Trustee from time to time reasonable
compensation for its services. The Trustee's compensation shall not be limited  
by any law on compensation of a trustee of an express trust. The Company shall  
reimburse the Trustee upon request for all reasonable out-of-pocket expenses    
incurred or made by it in connection with the performance of its duties under   
this Indenture. Such expenses shall include the reasonable fees and expenses of 
the Trustee's agents and counsel.                                               

        The Company shall indemnify the Trustee and its agents, employees,
officers, directors and shareholders for, and hold it harmless against, any     
loss, liability or expense incurred by it except for such actions to the extent 
caused by any negligence, bad faith or willful misconduct on its part, arising  
out of or in connection with the administration of this trust including the     
reasonable costs and expenses of defending itself against any claim or liability
in connection with the exercise or performance of any of its rights, powers or  
duties hereunder. The Trustee shall notify the Company promptly of any claim    
asserted against the Trustee for which it may seek indemnity. Failure by the    
Trustee to so notify the Company shall not relieve the Company of its           
obligations hereunder. At the Trustee's sole discretion, the Company shall      
defend the claim and the Trustee shall provide reasonable cooperation and may   
participate at the Company's expense in the defense. Alternatively, the Trustee 
may at its option have separate counsel of its own choosing and the Company     
shall pay the reasonable fees and expenses of such counsel; provided that the   
Company will not be required to pay such fees and expenses if it assumes the    
Trustee's defense, there is no conflict of interest between the Company and the 
Trustee in connection with such defense as reasonably determined by the Trustee 
and no                                                                          

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Default or Event of Default has occurred and is continuing. The Company need not
pay for any settlement made without its written consent, which consent shall not
be unreasonably withheld. The Company need not reimburse any expense or         
indemnify against any loss or liability to the extent incurred by the Trustee   
through its negligence, bad faith or willful misconduct.                        

           To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or     
collected by the Trustee, in its capacity as Trustee, except assets or money    
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(6) or 6.01(7) occurs, such expenses and the
compensation for such services are intended to constitute expenses of           
administration under any Bankruptcy Law.                                        

         The obligations of the Company under this Section 7.07 and any lien
arising hereunder shall survive the resignation or removal of the Trustee, the  
discharge of the Company's Obligations pursuant to Article Eight or the         
termination of this Indenture.                                                  

SECTION 7.08. Replacement of Trustee.                     

         The Trustee may resign by so notifying the Company in writing, such
resignation to be effective upon the appointment of a successor Trustee. The    
Holders of a majority in principal amount of the outstanding Notes may remove   
the Trustee by so notifying the Company and the Trustee in writing and may      
appoint a successor Trustee with the Company's consent which consent shall not  
be unreasonably withheld. The Company may remove the Trustee if:                

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

              (2) the Trustee is adjudged bankrupt or insolvent;

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

        (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 Company shall notify each Holder of such  
event and shall promptly appoint a successor Trustee. Within one year after the 
successor Trustee takes office, the Holders of a majority in principal amount of
the Notes may appoint a successor Trustee to replace the successor Trustee      
appointed by the Company.                                                       

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   A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Immediately after that, 
the retiring Trustee shall transfer 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 all the rights, powers and duties of the Trustee under this  
Indenture. A successor Trustee shall mail notice of its succession to each      
Holder.                                                                         

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

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

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

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 national banking association, the resulting, surviving or        
transferee corporation without any further act shall, if such resulting,        
surviving or transferee corporation is otherwise eligible hereunder, be the     
successor Trustee; provided that such corporation shall be otherwise qualified  
and eligible under this Article Seven.                                          

SECTION 7.10. Eligibility; Disqualification.              

  This Indenture shall always have a Trustee who satisfies the
requirement of TIA Sections 310(a)(1), (2) and (5). The Trustee (or, in         
the case of a corporation included in a bank holding company system, the related
bank holding company) shall have a combined capital and surplus of at least $100
million as set forth in its most recent published annual report of condition. In
addition, if the Trustee is a corporation included in a bank holding company    
system, the Trustee, independently of such bank holding company, shall meet the 
capital requirements of TIA Section 310(a)(2). The Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the        
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding, if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.                                                  

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      SECTION 7.11. Preferential Collection of Claims Against Company.

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

 ARTICLE EIGHT

DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Company's Obligations.   

        The Company may terminate its obligations under the Notes and this
Indenture, except those obligations referred to in the penultimate paragraph of 
this Section 8.01, if all Notes previously authenticated and delivered (other   
than destroyed, lost or stolen Notes which have been replaced or paid or Notes  
for whose payment U.S. Legal Tender has theretofore been deposited with the     
Trustee or the Paying Agent in trust or segregated and held in trust by the     
Company and thereafter repaid to the Company, as provided in Section 8.05) have 
been delivered to the Trustee for cancellation and the Company has paid all sums
payable by it hereunder, or if:                                                 

                     (a) either (i) pursuant to Article Three, the Company shall
           have given notice to the Trustee and mailed a notice of redemption to
          each Holder of the redemption of all of the Notes under arrangements
           satisfactory to the Trustee for the giving of such notice or (ii) all
Notes have otherwise become due and payable hereunder;    

                    (b) the Company shall have irrevocably deposited or caused
       to be deposited with the Trustee or a trustee satisfactory to the
        Trustee, under the terms of an irrevocable trust agreement in form
        and substance satisfactory to the Trustee, as trust funds in trust
        solely for the benefit of the Holders for that purpose, U.S. Legal
     Tender in such amount as is sufficient without consideration of
          reinvestment of such interest, to pay principal of, premium, if any,
      and interest on the outstanding Notes to maturity or redemption;
         provided that the Trustee shall have been irrevocably instructed to
    apply such U.S. Legal Tender to the payment of said principal,
  premium, if any, and interest with respect to the Notes; and
           provided, further, that from and after the time of deposit, the money
       deposited shall not be subject to the rights of holders of Senior
Debt pursuant to the provisions of Article Ten or Eleven; 

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

                     (d) the Company shall have paid all other sums payable by
it hereunder; and                                         

                  (e) the Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that
   all conditions precedent providing for the termination of the
        Company's obligations under the Notes and this Indenture have been
       complied with. Such Opinion of Counsel shall also state that such
       satisfaction and discharge does not result in a default under the
          Revolving Credit Facility (if then in effect) or any other agreement
        or instrument then known to such counsel that binds or affects the
Company.                                                  

           Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive  
until the Notes are no longer outstanding pursuant to the last paragraph of     
Section 2.08. After the Notes are no longer outstanding, the Company's          
obligations in Sections 7.07, 8.05 and 8.06 shall survive.                      

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

SECTION 8.02. Legal Defeasance and Covenant Defeasance.   

         (a) The Company may, at its option by Board Resolution of the Board
of Directors of the Company, at any time, elect to have either paragraph (b) or 
(c) below be applied to all outstanding Notes upon compliance with the          
conditions set forth in Section 8.03.                                           

       (b) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (b), the Company and the Guarantors shall,  
subject to the satisfaction of the conditions set forth in Section 8.03, be     
deemed to have been discharged from its obligations with respect to all         
outstanding Notes on the date the conditions set forth below are satisfied      
(hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that
the Company shall be deemed to have paid and discharged the entire Indebtedness 
represented by the outstanding Notes, which shall thereafter be deemed to be    
"outstanding" only for the purposes of Section 8.04 and the other Sections of   
this Indenture referred to in (i) and (ii) below, and to have satisfied all its 
other obligations under such Notes and this Indenture (and the Trustee, on      
demand of and at the expense of the Company, shall execute proper instruments   
acknowledging the same), and Holders of the Notes and any amounts deposited     

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under Section 8.03 shall cease to be subject to any obligations to, or the      
rights of, any holder of Senior Debt or Guarantor Senior Debt under Article Ten 
or Eleven, as the case may be, or otherwise, except for the following           
provisions, which shall survive until otherwise terminated or discharged        
hereunder: (i) the rights of Holders of outstanding Notes to receive solely from
the trust fund described in Section 8.04, and as more fully set forth in such   
Section, payments in respect of the principal of and interest on such Notes when
such payments are due, (ii) the Company's obligations with respect to such Notes
under Article Two and Section 4.02, (iii) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and the Company's obligations in connection 
therewith and (iv) this Article Eight. Subject to compliance with this Article  
Eight, the Company may exercise its option under this paragraph (b)             
notwithstanding the prior exercise of its option under paragraph (c) hereof.    

       (c) Upon the Company's exercise under paragraph (a) hereof of the
option applicable to this paragraph (c), the Company shall, subject to the      
satisfaction of the conditions set forth in Section 8.03, be released from its  
obligations under the covenants contained in Sections 4.03 through 4.08 and 4.10
through 4.19 and Article Five with respect to the outstanding Notes on and after
the date the conditions set forth below are satisfied (hereinafter, "Covenant   
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall   
continue to be deemed "outstanding" for all other purposes hereunder (it being  
understood that such Notes shall not be deemed outstanding for accounting       
purposes) and Holders of the Notes and any amounts deposited under Section 8.03 
shall cease to be subject to any obligations to, or the rights of, any holder of
Senior Debt or Guarantor Senior Debt under Article Ten or Eleven or otherwise.  
For this purpose, such Covenant Defeasance means that, with respect to the      
outstanding Notes, the Company may omit to comply with and shall have no        
liability in respect of any term, condition or limitation set forth in any such 
covenant, whether directly or indirectly, by reason of any reference elsewhere  
herein to any such covenant or by reason of any reference in any such covenant  
to any other provision herein or in any other document and such omission to     
comply shall not constitute a Default or an Event or Default under Section      
6.01(3), but, except as specified above, the remainder of this Indenture and    
such Notes shall be unaffected thereby. In addition, upon the Company's exercise
under paragraph (a) hereof of the option applicable to this paragraph (c),      
subject to the satisfaction of the conditions set forth in Section 8.03, those  
events described in Section 6.01 (except those events described in Section      
6.01(1), (2), (6) and (7)) shall not constitute Events of Default.              

          SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.

        The following shall be the conditions to the application of either
Section 8.02(b) or 8.02(c) to the outstanding Notes:                            

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          In order to exercise either Legal Defeasance or Covenant Defeasance:

                    (a) the Company must irrevocably deposit with the Trustee,
         in trust, for the benefit of the Holders, U.S. Legal Tender or U.S.
          Government Obligations, or a combination thereof, in such amounts as
           will be sufficient, in the opinion of a nationally recognized firm of
          independent public accountants, to pay the principal of, premium, if
           any, and interest on the Notes on the stated date for payment thereof
       or on the applicable redemption date, as the case may be, of such
        principal or installment of principal of or interest on the Notes;
          provided that the Trustee shall have received an irrevocable written
       order from the Company instructing the Trustee to apply such U.S.
         Legal Tender or the proceeds of such U.S. Government Obligations to
said payments with respect to the Notes;                  

                   (b) in the case of an election under Section 8.02(b), the
          Company shall have delivered to the Trustee an Opinion of Counsel in
       the United States reasonably acceptable to the Trustee confirming
         that (A) the Company has received from, or there has been published
        by, the Internal Revenue Service a ruling or (B) since the date of
       this Indenture, there has been a change in the applicable federal
          income tax law, in either case to the effect that, and based thereon
          such Opinion of Counsel shall confirm that, the Holders of the Notes
    will not recognize income, gain or loss for federal income tax
          purposes as a result of such Legal Defeasance and will be subject to
           federal income tax on the same amounts, in the same manner and at the
         same times as would have been the case if such Legal Defeasance had
not occurred;                                             

                   (c) in the case of an election under Section 8.02(c), the
          Company shall have delivered to the Trustee an Opinion of Counsel in
       the United States reasonably acceptable to the Trustee confirming
           that the Holders of the Notes will not recognize income, gain or loss
  for federal income tax purposes as a result of such Covenant
      Defeasance and will be subject to federal income tax on the same
          amounts, in the same manner and at the same times as would have been
the case if such Covenant Defeasance had not occurred;    

                (d) no Default or Event of Default or event which with
           notice or lapse of time or both would become a Default or an Event of
  Default with respect to the Notes shall have occurred and be
           continuing on the date of such deposit (other than a Default or Event
       of Default resulting from the incurrence of Indebtedness all or a
        portion of the proceeds of which will be used to defease the Notes
          pursuant to this Article Eight concurrently with such incurrence) or
           insofar as Sections 6.01(6) and 6.01(7) are concerned, at any time in
       the period ending on the 91st day after the date of such deposit;

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

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

                (g) the Company shall have delivered to the Trustee an
        Officers' Certificate and an Opinion of Counsel, each stating that
    all conditions precedent provided for or relating to the Legal
        Defeasance or the Covenant Defeasance have been complied with; and

                (h) the Company shall have delivered to the Trustee an
           Opinion of Counsel to the effect that (i) the trust funds will not be
     subject to any rights of any holders of Senior Debt, including,
      without limitation, those arising under this Indenture, and (ii)
     assuming no intervening bankruptcy or insolvency of the Company
         between the date of deposit and the 91st day following the deposit,
           after the 91st day following the deposit, the trust funds will not be
subject to the effect of any applicable Bankruptcy Law.   

SECTION 8.04. Application of Trust Money.                 

          The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or
U.S. Government Obligations deposited with it pursuant to Article Eight, and    
shall apply the deposited U.S. Legal Tender and the money from U.S. Government  
Obligations in accordance with this Indenture to the payment of principal of and
interest on the Notes. The Trustee shall be under no obligation to invest said  
U.S. Legal Tender or U.S. Government Obligations except as it may agree with the
Company.                                                                        

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the U.S. Legal Tender or U.S.    
Government Obligations deposited pursuant to Section 8.03 or the principal and  
interest received in respect thereof other than any such tax, fee or other      
charge which by law is for the account of the Holders of the outstanding Notes. 

          Anything in this Article Eight to the contrary not withstanding, the
Trustee shall deliver or pay to the Company from time to time upon the Company's
request any U.S. Legal Tender or U. S. Government Obligations held by it as     
provided in Section 8.03 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification     
thereof delivered to the Trustee, are in excess of the amount thereof that      

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would then be required to be deposited to effect an equivalent Legal Defeasance 
or Covenant Defeasance.                                                         

SECTION 8.05. Repayment to the Company or the Guarantors. 

      Subject to Article Eight, the Trustee and the Paying Agent shall
promptly pay to the Company, or if deposited with the Trustee by any Guarantor, 
to such Guarantor, upon request any excess U.S. Legal Tender or U.S. Government 
Obligations held by them at any time and thereupon shall be relieved from all   
liability with respect to such money. The Trustee and the Paying Agent shall pay
to the Company, or if deposited with the Trustee by any Guarantor, to such      
Guarantor, upon request any money held by them for the payment of principal or  
interest that remains unclaimed for two years; provided that the Trustee or such
Paying Agent, before being required to make any payment, may at the expense of  
the Company 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 will be repaid to the Company or a         
Guarantor. After payment to the Company or a Guarantor, as the case may be,     
Noteholders entitled to such money must look to the Company for payment as      
general creditors unless an applicable law designates another Person.           

SECTION 8.06. Satisfaction and Discharge.                 

       This Indenture will be discharged and will cease to be of further
effect (except as to surviving rights of registration of transfer or exchange of
the Notes, as expressly provided for in this Indenture) as to all outstanding   
Notes when (i) either (a) all the Notes theretofore authenticated and delivered 
(except lost, stolen or destroyed Notes which have been replaced or paid and    
Notes for whose payment money has theretofore been deposited in trust or        
segregated and held in trust by the Company and thereafter repaid to the Company
or discharged from such trust) have been delivered to the Trustee for           
cancellation or (b) all Notes not theretofore delivered to the Trustee for      
cancellation have become due and payable, or are by their terms to become due   
and payable within one year or are to be called for redemption within one year  
upon delivery of notice under arrangements satisfactory to the Trustee, and the 
Company has irrevocably deposited or caused to be deposited with the Trustee    
funds in an amount sufficient to pay and discharge the entire Indebtedness on   
the Notes not theretofore delivered to the Trustee for cancellation, for        
principal of, premium, if any, and interest on the Notes to the date of deposit 
together with irrevocable instructions from the Company directing the Trustee to
apply such funds to the payment thereof at maturity or redemption, as the case  
may be; (ii) the Company has paid all other sums payable under the Indenture by 
the Company; and (iii) the Company has delivered to the Trustee an officers'    
certificate and an opinion of                                                   

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counsel stating that all conditions precedent under the Indenture relating to   
the satisfaction and discharge of the Indenture have been complied with.        

SECTION 8.07. Reinstatement.                              

      If the Trustee or Paying Agent is unable to apply any U.S. Legal
Tender or U.S. Government Obligations in accordance with Article Eight by reason
of any legal proceeding or by reason of any order or judgment of any court or   
governmental authority enjoining, restraining or otherwise prohibiting such     
application, the Company's and each Guarantor's obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred 
pursuant to Article Eight until such time as the Trustee or Paying Agent is     
permitted to apply all such U.S. Legal Tender or U.S. Government Obligations in 
accordance with Article Eight; provided that if the Company or any Guarantor, as
the case may be, has made any payment of interest on or principal of any Notes  
because of the reinstatement of its obligations, the Company or any Guarantor,  
as the case may be, shall be subrogated to the rights of the Holders of such    
Notes to receive such payment from the U.S. Legal Tender or U.S. Government     
Obligations held by the Trustee or Paying Agent.                                

ARTICLE NINE

 AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders.                 

          The Company, when authorized by a Board Resolution, and the Trustee,
together, may amend or supplement this Indenture, the Notes or any Guarantee    
without notice to or consent of any Holder:                                     

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

(2) to comply with Article Five;    

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

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

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

provided that the Company has delivered to the Trustee an Opinion of Counsel and
an Officers' Certificate stating that such amendment or supplement complies with
the provisions of this Section 9.01.                                            

SECTION 9.02. With Consent of Holders.                    

      Subject to Section 6.06, the Company, when authorized by a Board
Resolution, and the Trustee, together, with the written consent of the Holder or
Holders of at least a majority in aggregate principal amount of the outstanding 
Notes, may amend or supplement this Indenture, the Notes or any Guarantee       
without notice to any other Holders. Subject to Section 6.07, the Holder or     
Holders of a majority in aggregate principal amount of the outstanding Notes may
waive compliance by the Company with any provision of this Indenture or the     
Notes without notice to any other Holder. Notwithstanding the foregoing no      
amendment, supplement or waiver, including a waiver pursuant to Section 6.03,   
shall, without the consent of each Holder of each Note affected thereby:        

                  (1) reduce the principal amount of Notes whose Holders
         must consent to an amendment, supplement or waiver of any provision
of this Indenture, the Notes or any Guarantee;            

                  (2) reduce the rate of or change or have the effect of
    changing the time for payment of interest, including defaulted
interest, on any Notes;                                   

                    (3) reduce the principal of or change or have the effect
        of changing the fixed maturity of any Notes, or change the date on
           which any Notes may be subject to redemption or repurchase, or reduce
the redemption or repurchase price therefor;              

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

               (5) make any change in provisions of this Indenture
         protecting the right of each Holder to receive payment of principal
         of and interest on such Note on or after the due date thereof or to
    bring suit to enforce such payment, or permitting Holders of a
          majority in principal amount of Notes to waive Defaults or Events of
Default;                                                  

                   (6) amend, change or modify in any material respect the
          obligation of the Company to make and consummate a Change of Control
   Offer after the occurrence of a Change of Control or make and
         consummate a Net Proceeds Offer with respect to any Asset Sale that
     has been consummated, in either such case, or modify any of the
provisions or definitions with respect thereto; or        

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                     (7) make any change in the foregoing amendment and waiver
provisions.                                               

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

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

SECTION 9.03. Effect on Senior Debt.                      

       Any modification or change any provision of this Indenture or the
related definitions affecting the subordination or ranking of the Notes or any  
Guarantee in a manner which adversely affects the holders of Designated Senior  
Debt or Designated Guarantor Senior Debt shall also require the consent of the  
holders of such Designated Senior Debt or Designated Guarantor Senior Debt.     

SECTION 9.04. Compliance with TIA.                        

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

SECTION 9.05. Revocation and Effect of Consents.          

           Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent    
Holder of a Note or portion of a Note that evidences the same debt as the       
consenting Holder's Note, even if notation of the consent is not made on any    
Note. 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 Company 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 Company may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,    
supplement or waiver, which record date shall be at least 30 days prior to the  
first solicitation of such consent. If a record date is fixed, then             
notwithstanding the last sentence of the immediately preceding paragraph,       

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those Persons who were Holders at such record date (or their duly designated    
proxies), and only those Persons, shall be entitled 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 Holder, unless it makes a change described in any of clauses (1)     
through (6) of Section 9.02, in which case, the amendment, supplement or waiver 
shall bind only 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; provided that any such waiver shall not impair or 
affect the right of any Holder to receive payment of principal of and interest  
on a Note, on or after the respective due dates expressed in such Note, or to   
bring suit for the enforcement of any such payment on or after such respective  
dates without the consent of such Holder.                                       

SECTION 9.06. Notation on or Exchange of Notes.           

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

SECTION 9.07. Trustee To Sign Amendments, Etc.            

   The Trustee shall execute any amendment, supplement or waiver
authorized pursuant to this Article Nine; provided 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. The Trustee shall be entitled to receive, if requested, an indemnity 
reasonably satisfactory to it and 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 Nine is authorized or permitted by this Indenture. Such Opinion of 
Counsel shall not be an expense of the Trustee.                                 

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 ARTICLE TEN

 SUBORDINATION

SECTION 10.01. Notes Subordinated to Senior Debt.         

         The Company covenants and agrees and the Trustee and each Holder of
the Notes, by its acceptance thereof, likewise covenants and agrees, that all   
Notes shall be issued subject to the provisions of this Article Ten; and the    
Trustee and each person holding any Note, whether upon original issue or upon   
transfer, assignment or exchange thereof, accepts and agrees that the payment of
all Obligations on the Notes by the Company shall, to the extent and in the     
manner herein set forth, be subordinated and junior in right of payment to the  
prior payment in full in cash or Cash Equivalents of all Obligations on the     
Senior Debt; that the subordination is for the benefit of, and shall be         
enforceable directly by, the holders of Senior Debt, and that each holder of    
Senior Debt whether now outstanding or hereinafter created, incurred, assumed or
guaranteed shall be deemed to have acquired Senior Debt in reliance upon the    
covenants and provisions contained in this Indenture and the Notes.             

  SECTION 10.02. No Payment on Notes in Certain Circumstances.

          (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon any redemption, by declaration or otherwise, of any   
principal of, interest on, unpaid drawings for letters of credit issued in      
respect of, or regularly accruing fees with respect to, any Senior Debt, no     
payment of any kind or character shall be made by or on behalf of the Company or
any other Person on its or their behalf with respect to any Obligations on the  
Notes or to acquire any of the Notes for cash or property or otherwise (except  
that Holders of Notes may receive and retain Permitted Junior Securities and    
payments made from the trust described under Article Eight).                    

         In addition, if any other event of default occurs and is continuing
with respect to any Designated Senior Debt, as such event of default is defined 
in the instrument creating or evidencing such Designated Senior Debt, permitting
the holders of such Designated Senior Debt then outstanding to accelerate the   
maturity thereof and if the Representative for the respective issue of          
Designated Senior Debt gives written notice of the event of default to the      
Trustee (a "Default Notice"), then, unless and until all events of default have 
been cured or waived or have ceased to exist or the Trustee receives notice from
the Representative for the respective issue of Designated Senior Debt           
terminating the Blockage Period (as defined below), during the 180 days after   
the delivery of such Default Notice (the "Blockage Period"), neither the Company
nor any other Person on its behalf shall (x) make any payment of any kind       

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or character with respect to any Obligations on the Notes (except in Permitted  
Junior Securities or from the trust described under Article Eight) or (y)       
acquire any of the Notes for cash or property or otherwise (except in Permitted 
Junior Securities or from the trust described under Article Eight).             
Notwithstanding anything herein to the contrary, in no event will a Blockage    
Period extend beyond 180 days from the date the payment on the Notes was due and
only one such Blockage Period may be commenced within any 360 consecutive days. 
No event of default which existed or was continuing on the date of the          
commencement of any Blockage Period with respect to the Designated Senior Debt  
shall be, or be made, the basis for the commencement of a second Blockage Period
by the Representative of such Designated Senior Debt whether or not within a    
period of 360 consecutive days, unless such event of default shall have been    
cured or waived for a period of not less than 90 consecutive days.              

       (b) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited  
by Section 10.02(a), such payment shall be 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 amount of Senior Debt held by such       
holders) or their respective Representatives, as their respective interests may 
appear. The Trustee shall be entitled to rely on information regarding amounts  
then due and owing on the Senior Debt, if any, received from the holders of     
Senior Debt (or their Representatives) or, if such information is not received  
from such holders or their Representatives, from the Company and only amounts   
included in the information provided to the Trustee shall be paid to the holders
of Senior Debt.                                                                 

        Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies          
hereunder; provided that all Senior Debt thereafter due or declared to be due   
shall first be paid in full in cash or Cash Equivalents before the Holders are  
entitled to receive any payment of any kind or character with respect to the    
Obligations on the Notes (except that Holders of Notes may receive and retain   
Permitted Junior Securities and payments made from the trust described under    
Article Eight).                                                                 

    SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc.

          (a) Upon any payment or distribution of assets of the Company of any
kind or character, whether in cash, property or securities, to creditors upon   
any liquidation, dissolution, winding-up, reorganization, assignment for the    
benefit of creditors or marshaling of assets of the Company or in a bankruptcy, 
reorganization, insolvency, receivership or other similar proceeding relating to
the Company or its property, whether voluntary or involuntary, all Obligations  
(including interest accruing after the commencement date of any such proceeding 
whether or not allowable as a claim in any such proceeding) due or to become due

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upon all Senior Debt shall first be paid in full in cash or Cash Equivalents    
before any payment or distribution of any kind or character is made on account  
of any Obligations on the Notes, or for the acquisition of any of the Notes for 
cash or property or otherwise (except that Holders of Notes may receive and     
retain Permitted Junior Securities and payments made from the trust described   
under Article Eight); and until all such Obligations with respect to all Senior 
Debt are paid in full in cash or Cash Equivalents, any distribution to which the
Holders of the Notes would be entitled but for the subordination provisions will
be made to the holders of Senior Debt as their interests may appear (except that
Holders of the Notes may receive and retain permitted Junior Securities and     
payments made from the trust described under Article Eight). Upon any such      
dissolution, winding-up, liquidation, reorganization, bankruptcy, insolvency,   
receivership or similar proceeding or assignment for the benefit of creditors or
marshalling of assets, any payment or distribution of assets of the Company of  
any kind or character, whether in cash, property or securities, to which the    
Holders of the Notes or the Trustee under this Indenture would be entitled,     
except for the provisions hereof, shall be paid by the Company or by any        
receiver, trustee in bankruptcy, liquidating trustee, agent or other person     
making such payment or distribution, or by the Holders of the Notes or by the   
Trustee under this Indenture if received by them, directly 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 Representatives, or to the
trustee or trustees under any 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 or Cash Equivalents after giving effect to   
any concurrent payment, distribution or provision therefor to or for the holders
of Senior Debt (except that Holders of Notes may receive and retain Permitted   
Junior Securities and payments made from the trust described under Article      
Eight).                                                                         

           (b) To the extent any payment of Senior Debt (whether by or on behalf
of the Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required  
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar person under any bankruptcy, insolvency, receivership, fraudulent 
conveyance or similar law, then, if such payment is recovered by, or paid over  
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other   
similar person, the Senior Debt or part thereof originally intended to be       
satisfied shall be deemed to be reinstated and outstanding as if such payment   
had not occurred.                                                               

          (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by any Holder when such payment or    
distribution is prohibited by Section 10.03(a), such payment or distribution    
shall be 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 amount of Senior Debt held by such holders) or their respective      
Representatives, or                                                             

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to the trustee or trustees under any 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 or Cash Equivalents, after giving effect to  
any concurrent payment, distribution or provision therefor to or for the holders
of such Senior Debt.                                                            

SECTION 10.04. Payments May Be Paid Prior to Dissolution. 

          Nothing contained in this Article Ten or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03, from making payments at any time for the purpose of making     
payments of principal of and interest on the Notes, or from depositing with the 
Trustee any moneys for such payments, or (ii) in the absence of actual knowledge
of the Trustee that a given payment would be prohibited by Section 10.02 or     
10.03, 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 one Business Day prior to the date upon
which such payment would otherwise become due and payable, the Trustee shall    
have received the written notice provided for in Section 10.02(a) or in Section 
10.07 (provided that, notwithstanding the foregoing, such application shall     
otherwise be subject to the provisions of the first sentence of Section 10.02(a)
and Section 10.03). The Company shall give prompt written notice to the Trustee 
of any dissolution, winding-up, liquidation or reorganization of the Company.   

SECTION 10.05. Subrogation.                               

       Subject to the payment in full in cash or Cash Equivalents 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 Company applicable to the Senior Debt until the Notes shall be
paid in full; and, for the purposes of such subrogation, no such payments or    
distributions to the holders of the Senior Debt by or on behalf of the Company  
or by or on behalf of the Holders by virtue of this Article Ten which otherwise 
would have been made to the Holders shall, as between the Company and the       
Holders of the Notes, be deemed to be a payment by the Company to or on account 
of the Senior Debt, it being understood that the provisions of this Article Ten 
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.                                                              

         If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article Ten shall have been   
applied, pursuant to the provisions of this Article Ten, to the payment of      
amounts payable under the Senior Debt, then the Holders shall be entitled to    
receive from the holders of such Senior Debt any payments or distributions      

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received by such holders of Senior Debt in excess of the amount sufficient to   
pay all amounts payable under or in respect of the Senior Debt in full in cash  
or Cash Equivalents.                                                            

SECTION 10.06. Obligations of the Company Unconditional.  

    Nothing any contained in this Article Ten or elsewhere in this
Indenture or in the Notes is intended to or shall impair, as among the Company, 
its creditors other than the holders of Senior Debt, and the Holders of the     
Notes, the obligation of the Company, which is absolute and unconditional, to   
pay to the Holders of the Notes the principal of and any interest on 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 Company other than the holders of the Senior     
Debt, nor shall anything herein or therein prevent the Holder of any Note or the
Trustee on its behalf from exercising all remedies otherwise permitted by       
applicable law upon default under this Indenture, subject to the rights, if any,
in respect of cash, property or securities of the Company received upon the     
exercise of any such remedy.                                                    

SECTION 10.07. Notice to Trustee.                         

        The Company shall give prompt written notice to the Trustee of any
fact known to the Company 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 Ten. Regardless of anything to the contrary contained in this Article   
Ten or elsewhere in this Indenture, 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 from the Company, or from a holder of Senior Debt or a        
Representative therefor, and, prior to the receipt of any such written notice,  
the Trustee shall be entitled to assume (in the absence of actual knowledge to  
the contrary) that no such facts exist.                                         

     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 Ten, the Trustee may request such person to furnish evidence to the     
reasonable satisfaction of the Trustee as to the amounts 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 Ten 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 such payment.                            

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 SECTION 10.08. Reliance on Judicial Order or Certificate of
Liquidating Agent.          

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

SECTION 10.09. Trustee's Relation to Senior Debt.         

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

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

           SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions
             of the Company 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                                    

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to act on the part of the Company or by any act or failure to act, in good      
faith, by any such holder, or by any noncompliance by the Company with the terms
of this Indenture, regardless of any knowledge thereof which any such holder may
have or otherwise be charged with.                                              

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

SECTION 10.11. Noteholders Authorize Trustee To Effectuate
Subordination of Notes.     

   Each Holder of Notes by its acceptance of them authorizes and
expressly directs the Trustee on its behalf to take such action as may be       
necessary or appropriate to effectuate, as between the holders of Senior Debt   
and the Holders of Notes, the subordination provided in this Article Ten, and   
appoints the Trustee its attorney-in-fact for such purposes, including, in the  
event of any dissolution, winding-up, liquidation or reorganization of the      
Company (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 as assets of the Company,
the filing of a claim for the unpaid balance of its or his Notes and accrued    
interest in the form required in those proceedings.                             

         If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the  
time to file such claim or claims, then the holders of the Senior Debt or their 
Representative are or is hereby authorized to have the right to file and are or 
is hereby authorized to file an appropriate claim for and on behalf of the      
Holders of said Notes. Nothing herein contained shall be deemed to authorize the
Trustee or the holders of Senior Debt or their Representative to authorize or   
consent to or accept or adopt on behalf of any Holders any plan of              
reorganization, arrangement, adjustment or composition affecting the Notes or   
the rights of any Holder thereof, or to authorize the Trustee or the holders of 
Senior Debt or their Representative to vote in respect of the claim of any      
Holder in any such proceeding.                                                  

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       SECTION 10.12. This Article Ten Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article Ten will not be         
construed as preventing the occurrence of an Event of Default.                  

SECTION 10.13. Trustee's Compensation Not Prejudiced.     

          Nothing in this Article Ten will apply to amounts due to the Trustee
pursuant to other sections in this Indenture.                                   

ARTICLE ELEVEN

GUARANTEES

SECTION 11.01. Unconditional Guarantee.                   

   Each Guarantor hereby unconditionally, jointly and severally,
guarantees (such guarantee to be referred to herein as the "Guarantee") to each 
Holder of a Note authenticated and delivered by the Trustee and to the Trustee  
and its successors and assigns that: (i) 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, if any, and interest on any interest, to the extent lawful,  
of the Notes and all other obligations of the Company to the Holders or the     
Trustee hereunder or thereunder will be promptly paid in full, all in accordance
with the terms hereof and thereof; and (ii) in case of any extension of time of 
payment or renewal of any Notes or of any such other obligations, the same will 
be promptly paid in full when due in accordance with the terms of the extension 
or renewal, subject to any applicable grace period, whether at stated maturity, 
by acceleration or otherwise, subject, however, in the case of clauses (i) and  
(ii) above, to the limitations set forth in Section 11.05. Each 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 Company, any action to enforce the same or any other   
circumstances which might otherwise constitute a legal or equitable discharge or
defense of a guarantor. Each Guarantor hereby waives diligence, presentment,    
demand of payment, filing of claims with a court in the event of insolvency or  
bankruptcy of the Company, any right to require a proceeding first against the  
Company, protest, notice and all demands whatsoever and covenants that this     
Guarantee will not be discharged except by complete performance of the          
obligations contained                                                           

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in the Notes, this Indenture and in this Guarantee. If any Noteholder or the    
Trustee is required by any court or otherwise to return to the Company, any     
Guarantor, or any custodian, trustee, liquidator or other similar official      
acting in relation to the Company or any Guarantor, any amount paid by the      
Company or any Guarantor to the Trustee or such Noteholder, this Guarantee, to  
the extent theretofore discharged, shall be reinstated in full force and effect 
as to such amount only. 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 purposes 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. Subordination of Guarantee.                

     Each Guarantor agrees, and each Holder by accepting a Guarantee
agrees, that all Obligations owed under and in respect of such Guarantees are   
subordinated in right of payment, to the extent and in the manner provided in   
this Article Eleven, to the prior indefeasible payment in full in cash or Cash  
Equivalents, of all Guarantor Senior Debt of such Guarantor, and that the       
subordination of the Guarantees pursuant to this Article Eleven is for the      
benefit of all holders of all Guarantor Senior Debt of such Guarantor, whether  
outstanding on the Issue Date or issued thereafter.                             

SECTION 11.03. 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 11.04. Release of a Guarantor.                    

    Upon (i) the release by the lenders under the Revolving Credit
Facility, related documents and future refinancings thereof of all guarantees of
a Guarantor and all Liens on the property and assets of such Guarantor relating 
to such Indebtedness, or (ii) the sale or disposition of a Guarantor (or all or 
substantially all of its assets) to an entity which is not a Subsidiary of the  
Company or (iii) the designation of a Guarantor as an Unrestricted Subsidiary   
which, in each case, is otherwise in compliance with this Indenture, such       
Guarantor shall be deemed released from all its obligations under this Article  
Eleven and its Guarantee; provided, however, that any such termination shall    
occur only to the extent that all Obligations of such Guarantor under the       
Revolving Credit Facility and all of its guarantees of, and under all of its    

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pledges of assets or other security interests which secure, Indebtedness of the 
Company shall also terminate upon such release, sale or transfer. The Trustee   
shall deliver an appropriate instrument evidencing such release upon receipt of 
a written request by the Company accompanied by an Officers' Certificate        
certifying as to the compliance with this Section 11.04 and the other provisions
of this Indenture. Any Guarantor not so released remains liable for the full    
amount of principal of and interest on the Notes as provided in this Article    
Eleven.                                                                         

SECTION 11.05. Limitation of Guarantor's Liability.       

    Each Guarantor and by its acceptance hereof each Holder 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 the Bankruptcy Law, the Uniform Fraudulent Conveyance
Act, the Uniform Fraudulent Transfer Act or any similar Federal or state law. To
effectuate the foregoing intention, the Holders and such Guarantor hereby       
irrevocably agree that the Obligations of such Guarantor under its 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 Guarantor under its Guarantee or       
pursuant to Section 11.07, result in the Obligations of such Guarantor under its
Guarantee not constituting such fraudulent transfer or conveyance.              

        SECTION 11.06. Guarantors May Consolidate, Etc., on Certain Terms.

          (a) Nothing contained in this Indenture or in any of the Notes shall
prevent any consolidation or merger of a Guarantor with or into the Company or  
another Guarantor or shall prevent any sale or conveyance of the assets of a    
Guarantor to the Company or another Guarantor. Upon any such consolidation,     
merger, sale or conveyance, the Guarantee given by such Guarantor shall no      
longer have any force or effect.                                                

        (b) Except as set forth in Article Four, nothing contained in this
Indenture or in any of the Notes shall prevent any consolidation or merger of a 
Guarantor with or into a corporation or corporations other than the Company or  
another Guarantor (whether or not affiliated with the Guarantor), or successive 
consolidations or mergers in which a Guarantor or its successor or successors   
shall be a party or parties, or shall prevent any sale or conveyance of all or  
substantially all of the assets of a Guarantor to a corporation other than the  
Company or another Guarantor (whether or not affiliated with the Guarantor);    
provided, however, that, subject to Sections 11.04 and 11.06(a), either (x) the 
transaction is an Asset Sale consummated in accordance with Section 4.16, or (y)
(i) immediately after such transaction, and giving effect thereto, no Default or
Event of Default shall have occurred as a result of such transaction and be     
continuing, and (ii) each Guarantor hereby covenants and agrees that, upon any  
such                                                                            

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consolidation, merger, sale or conveyance, the Guarantee of such Guarantor set  
forth in this Article Eleven, and the due and punctual performance and          
observance of all of the covenants and conditions of this Indenture to be       
performed by such Guarantor, shall be expressly assumed (in the event that the  
Guarantor is not the surviving corporation in such transaction), by supplemental
indenture satisfactory in form to the Trustee, executed and delivered to the    
Trustee, together with an Officers' Certificate of the Company and an Opinion of
Counsel stating that the transaction and such supplemental indenture comply with
this Indenture, by the corporation formed by such consolidation, or into which  
the Guarantor shall have merged, or by the corporation that shall have acquired 
such property. In the case of any such consolidation, merger, sale or conveyance
that is not an Asset Sale consummated in accordance with Section 4.16, upon the 
assumption by the successor corporation, by supplemental indenture executed and 
delivered to the Trustee and satisfactory in form to the Trustee of the due and 
punctual performance of all of the covenants and conditions of this Indenture to
be performed by the Guarantor, such successor corporation shall succeed to and  
be substituted for the Guarantor with the same effect as if it had been named   
herein as a Guarantor.                                                          

SECTION 11.07. 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 this        
Guarantee, such Funding Guarantor shall be entitled to a contribution from all  
other Guarantors in a pro rata amount based on the Adjusted Net Assets of each  
Guarantor (including the Funding Guarantor) for all payments, damages and       
expenses incurred by that Funding Guarantor in discharging the Company's        
obligations with respect to the Notes or any other Guarantor's Obligations with 
respect to this Guarantee.                                                      

SECTION 11.08. Waiver of Subrogation.                     

        Each Guarantor hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company that arise from the   
existence, payment, performance or enforcement of such Guarantor's Obligations  
under this Guarantee and this Indenture, including, without limitation, any     
right of subrogation, reimbursement, exoneration, indemnification, and any right
to participate in any claim or remedy of any Holder of Notes against the        
Company, whether or not such claim, remedy or right arises in equity, or under  
contract, statute or common law, including, without limitation, the right to    
take or receive from the Company, directly or indirectly, in cash or other      
property or by set-off or in any other manner, payment or security on account of
such claim or other rights. If any amount shall be paid to any Guarantor in     
violation of the preceding sentence and the Notes shall not have been paid in   
full, such amount shall have been deemed to have been paid to such Guarantor for
the benefit of, and held in trust for the benefit of, the Holders of the Notes, 
and shall forthwith be                                                          

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paid to the Trustee for the benefit of such Holders to be credited and applied  
upon the Notes, whether matured or unmatured, in accordance with the terms of   
this Indenture. Each Guarantor acknowledges that it will receive direct and     
indirect benefits from the financing arrangements contemplated by this Indenture
and that the waiver set forth in this Section 11.08 is knowingly made in        
contemplation of such benefits.                                                 

SECTION 11.09. Execution of Guarantee.                    

         To evidence their guarantee to the Noteholders specified in Section
11.01, the Guarantors hereby agree to execute the Guarantee in substantially the
form of Exhibit A recited to be endorsed on each Note ordered to be             
authenticated and delivered by the Trustee. Each 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   
one Officer (each of whom shall, in each case, have been duly authorized by all 
requisite corporate actions) 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 signatures upon the Guarantee may be
by manual or facsimile signature of such officers and may be imprinted or       
otherwise reproduced on the Guarantee, and in case any 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 Company, 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 11.10. No Payment on Guarantees in Certain Circumstances.

(a) If any default occurs and is continuing in the payment when due, whether at 
maturity, upon any redemption, by declaration or otherwise, of any principal of,
interest on, unpaid drawings for letters of credit issued in respect of, or     
regularly accruing fees with respect to, any Guarantor Senior Debt or any Senior
Debt guaranteed by a Guarantor (which Guarantee constitutes Guarantor Senior    
Debt of such Guarantor), no payment shall be made by or on behalf of the        
Guarantor or any other person on its behalf with respect to any Obligations on  
the Notes or any of the Obligations of such Guarantor on its Guarantee, or to   
acquire any of the Notes for cash or property or otherwise (except that Holders 
of Notes may receive and retain Permitted Junior Securities and payments made   
from the trust described under Article Eight).                                  

         In addition, if any other event of default occurs and is continuing
with respect to the Designated Senior Debt guaranteed by a Guarantor (which     
guarantee constitutes Guarantor Senior Debt of such Guarantor) or of a          
Guarantor, as such event of default is defined in the                           

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instrument creating or evidencing such Designated Senior Debt permitting the    
holders of such Designated Senior Debt then outstanding to accelerate the       
maturity thereof and if the Representative for the respective issue of          
Designated Senior Debt gives written notice of the event of default to the      
Trustee (a "Guarantor Default Notice"), then, unless and until all events of    
default have been cured or waived or have ceased to exist or the Trustee        
receives notice from the Representative for the respective issue of Designated  
Senior Debt terminating the Guarantor Blockage Period (as defined below), during
the 180 days after the delivery of such Guarantor Default Notice (the "Guarantor
Blockage Period"), no Guarantor or any other Person on its behalf shall (x) make
any payment of any kind or character with respect to any Obligations on the     
Notes or under its Guarantee (except in Permitted Junior Securities or from the 
trust described under Article Eight) or (y) acquire any of the Notes for cash or
property or otherwise (except in Permitted Junior Securities or from the trust  
described under Article Eight). Notwithstanding anything herein to the contrary,
in no event will a Guarantor Blockage Period extend beyond 180 days from the    
date the payment on the Notes was due and only one such Guarantor Blockage      
Period may be commenced within any 360 consecutive days. No event of default    
which existed or was continuing on the date of the commencement of any Guarantor
Blockage Period with respect to the Designated Senior Debt shall be, or be made,
the basis for the commencement of a second Guarantor Blockage Period by the     
Representative of such Designated Senior Debt whether or not within a period of 
360 consecutive days, unless such event of default shall have been cured or     
waived for a period of not less than 90 consecutive days.                       

       (b) In the event that, notwithstanding the foregoing, any payment
shall be received by the Trustee or any Holder when such payment is prohibited  
by Section 11.10(a), such payment shall be held in trust for the benefit of,    
shall be paid over or delivered to, the holders of Guarantor Senior Debt (pro   
rata to such holders on the basis of the respective amount of Guarantor Senior  
Debt held by such holders) or their respective Representatives, as their        
respective interests may appear. The Trustee shall be entitled to rely on       
information regarding amounts then due and owing on the Guarantor Senior Debt,  
if any, received from the holders of Guarantor Senior Debt (or their            
Representatives) or, if such information is not received from such holders or   
their Representatives, from such Guarantor and only amounts included in the     
information provided to the Trustee shall be paid to the holders of Guarantor   
Senior Debt.                                                                    

           Nothing contained in this Article Eleven shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies          
hereunder; provided that all Guarantor Senior Debt thereafter due or declared to
be due shall first be paid in full in cash or Cash Equivalents before the       
Holders are entitled to receive any payment of any kind or character with       
respect to the Obligations on the Notes or on account of any Guarantor's        
Guarantee (except that Holders of Notes may receive and retain Permitted Junior 
Securities and payments made from the trust described under Article Eight).     

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    SECTION 11.11. Payment Over of Proceeds upon Dissolution, Etc.

        (a) Upon any payment or distribution of assets of any Guarantor of
any kind or character, whether in cash, property or securities, to creditors    
upon any liquidation, dissolution, winding-up, reorganization, assignment for   
the benefit of creditors or marshalling of assets of such Guarantor, or in a    
bankruptcy, reorganization, insolvency, receivership or similar proceeding      
relating to any Guarantor or its property, whether voluntary or involuntary, all
Obligations (including interest accruing after the commencement date of any such
proceeding whether or not allowable as a claim in any such proceeding) due or to
become due upon all Guarantor Senior Debt shall first be paid in full in cash or
Cash Equivalents before any payment or distribution of any kind or character is 
made on account of any Obligations on the Notes any of the Obligations of such  
Guarantor on its Guarantee, or for the acquisition of any of the Notes for cash 
or property or otherwise (except that Holders of Notes may receive and retain   
Permitted Junior Securities and payments made from the trust described under    
Article Eight); and until all such Obligations with respect to all Guarantor    
Senior Debt are paid in full in cash or Cash Equivalents, any distribution to   
which the Holders of the Notes would be entitled but for the subordination      
provisions will be made to the holders of Guarantor Senior Debt as their        
interests may appear (except that Holders of Notes may receive and retain       
Permitted Junior Securities and payments made from the trust described under    
Article Eight). Upon any such dissolution, winding-up, liquidation,             
reorganization, bankruptcy, insolvency, receivership or similar proceeding or   
assignment for the benefit of creditors or marshalling of assets, any payment or
distribution of assets of any Guarantor of any kind or character, whether in    
cash, property or securities, to which the Holders of the Notes or the Trustee  
under this Indenture would be entitled, except for the provisions hereof, shall 
be paid by such Guarantor or by any receiver, trustee in bankruptcy, liquidating
trustee, agent or other person making such payment or distribution, or by the   
Holders of the Notes or by the Trustee under this Indenture if received by them,
directly to the holders of Guarantor Senior Debt (pro rata to such holders on   
the basis of the respective amounts of Guarantor Senior Debt held by such       
holders) or their respective Representatives, or to the trustee or trustees     
under any indenture pursuant to which any of such Guarantor Senior Debt may have
been issued, as their respective interests may appear, for application to the   
payment of Guarantor Senior Debt remaining unpaid until all such Guarantor      
Senior Debt has been paid in full in cash or Cash Equivalents after giving      
effect to any concurrent payment, distribution or provision therefor to or for  
the holders of Guarantor Senior Debt (except that Holders of Notes may receive  
and retain Permitted Junior Securities and payments made from the trust         
described under Article Eight).                                                 

           (b) To the extent any payment of Guarantor Senior Debt (whether by or
on behalf of such Guarantor, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside 
or required to be paid to any receiver, trustee in bankruptcy, liquidating      
trustee, agent or other similar person under any bankruptcy,                    

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insolvency, receivership, fraudulent conveyance or similar law, then, if such   
payment is recovered by, or paid over to, such receiver, trustee in bankruptcy, 
liquidating trustee, agent or other similar person, the Guarantor Senior Debt or
part thereof originally intended to be satisfied shall be deemed to be          
reinstated and outstanding as if such payment had not occurred.                 

          (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of a Guarantor of any kind or character, whether in cash,
property or securities, shall be received by any Holder when such payment or    
distribution is prohibited by Section 11.11(a), such payment or distribution    
shall be held in trust for the benefit of, and shall be paid over or delivered  
to, the holders of Guarantor Senior Debt (pro rata to such holders on the basis 
of the respective amount of Guarantor Senior Debt held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture   
pursuant to which any of such Guarantor Senior Debt may have been issued, as    
their respective interests may appear, for application to the payment of        
Guarantor Senior Debt remaining unpaid until all such Guarantor Senior Debt has 
been paid in full in cash or Cash Equivalents, after giving effect to any       
concurrent payment, distribution or provision therefor to or for the holders of 
such Guarantor Senior Debt.                                                     

SECTION 11.12. Payments May Be Paid Prior to Dissolution. 

   Nothing contained in this Article Eleven or elsewhere in this
Indenture shall prevent (i) any Guarantor, except under the conditions described
in Sections 11.10 and 11.11, from making payments at any time for the purpose of
making payments of principal of and interest on the Notes, or from depositing   
with the Trustee any moneys for such payments, or (ii) in the absence of actual 
knowledge by the Trustee that a given payment would be prohibited by Section    
11.10 or 11.11, 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 one Business Day prior to 
the date upon which such payment would otherwise become due and payable, the    
Trustee shall have received the written notice provided for in Section 11.10(a) 
or in Section 11.15 (provided that, notwithstanding the foregoing, such         
application shall otherwise be subject to the provisions of the first sentence  
of Section 11.10(a) and Section 11.11). Each Guarantor shall give prompt written
notice to the Trustee of any dissolution, winding-up, liquidation or            
reorganization of any Guarantor.                                                

SECTION 11.13. Subrogation.                               

       Subject to the payment in full in cash or Cash Equivalents of all
Guarantor Senior Debt, the Holders of the Notes shall be subrogated to the      
rights of the holders of Guarantor Senior Debt to receive payments or           
distributions of cash, property or securities of such Guarantor applicable to   
the Guarantor Senior Debt of such Guarantor until the Notes shall be paid in    
full; and, for the purposes of such subrogation, no such payments or            
distributions to the holders of                                                 

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the Guarantor Senior Debt by or on behalf of such Guarantor or by or on behalf  
of the Holders by virtue of this Article Eleven which otherwise would have been 
made to the Holders shall, as between the Guarantors and the Holders of the     
Notes, be deemed to be a payment by such Guarantor to or on account of the      
Guarantor Senior Debt, it being understood that the provisions of this Article  
Eleven 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     
Guarantor Senior Debt, on the other hand.                                       

         If any payment or distribution to which the Holders would otherwise
have been entitled but for the provisions of this Article Eleven shall have been
applied, pursuant to the provisions of this Article Eleven, to the payment of   
amounts payable under the Guarantor Senior Debt, then the Holders shall be      
entitled to receive from the holders of such Guarantor Senior Debt any payments 
or distributions received by such holders of Guarantor Senior Debt in excess of 
the amount sufficient to pay all amounts payable under or in respect of the     
Guarantor Senior Debt in full in cash or Cash Equivalents.                      

 SECTION 11.14. Obligations of Each Guarantor Unconditional.

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

SECTION 11.15. Notice to Trustee.                         

          The Company or any Guarantor shall give prompt written notice to the
Trustee of any fact known to the Company or any such Guarantor which would      
prohibit the making of any payment to or by the Trustee in respect of the       
Guarantees pursuant to the provisions of this Article Eleven. Regardless of     
anything to the contrary contained in this Article Eleven or elsewhere in this  
Indenture, the Trustee shall not be charged with knowledge of the existence of  
any default or event of default with respect to any Guarantor 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 from 
the Company or a Guarantor, or from a holder of Guarantor Senior Debt or a      
Representative therefor, and, prior to the receipt of any                       

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such written notice, the Trustee shall be entitled to assume (in the absence of 
actual knowledge to the contrary) that no such facts exist.                     

     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     
Guarantor Senior Debt to participate in any payment or distribution pursuant to 
this Article Eleven, the Trustee may request such person to furnish evidence to 
the reasonable satisfaction of the Trustee as to the amounts of Guarantor 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 Eleven, 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 such payment.           

 SECTION 11.16. Reliance on Judicial Order or Certificate of
Liquidating Agent.          

          Upon any payment or distribution of assets of any Guarantor referred
to in this Article Eleven, the Trustee, subject to the provisions of Article    
Seven hereof, and the Holders of the Notes shall be entitled to rely upon any   
order or decree made by any court of competent jurisdiction in which bankruptcy,
dissolution, winding-up, liquidation or reorganization proceedings are pending, 
or upon certificate of the receiver, trustee in bankruptcy, liquidating trustee,
agent or other person making such payment or distribution, delivered to the     
Trustee or the holders of the Notes, for the purpose of ascertaining the persons
entitled to participate in such distribution, the holders of the Guarantor      
Senior Debt 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 Eleven.                              

 SECTION 11.17. Trustee's Relation to Guarantor Senior Debt.

        The Trustee and any agent of any Guarantor or the Trustee shall be
entitled to all the rights set forth in this Article Eleven with respect to any 
Guarantor 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 Guarantor Senior   
Debt and nothing in this Indenture shall deprive the Trustee or any such agent  
of any of its rights as such holder.                                            

       With respect to the holders of Guarantor 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 Eleven, and no implied covenants  
or obligations with respect to the holders of Guarantor 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 Guarantor Senior Debt and shall not be 
liable to any such holders if the Trustee shall pay over or distribute to or on 
behalf of                                                                       

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Holders or any such Guarantor or any other person money or assets to which any  
holders of Guarantor Senior Debt shall be entitled by virtue of this Article,   
except if such payment is made as a result of willful misconduct or gross       
negligence of the Trustee.                                                      

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

           SECTION 11.18. Subordination Rights Not Impaired by Acts or Omissions
                       of a Guarantor or Holders of Guarantor Senior Debt.

       No right of any present or future holders of any Guarantor 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 any Guarantor
or by any act or failure to act, in good faith, by any such holder, or by any   
noncompliance by such Guarantor with the terms of this Indenture, regardless of 
any knowledge thereof which any such holder may have or otherwise be charged    
with.                                                                           

 Without in any way limiting the generality of the foregoing
paragraph, the holders of Guarantor Senior Debt may, at any time and from time  
to time, without the consent of or notice to the Trustee, without incurring     
responsibility to the Trustee or the Holders of the Notes and without impairing 
or releasing the subordination provided in this Article Eleven or the           
obligations hereunder of the Holders of the Notes to the holders of the         
Guarantor Senior Debt, do any one or more of the following: (i) change the      
manner, place or terms of payment or extend the time of payment of, or renew or 
alter, Guarantor Senior Debt, or otherwise amend or supplement in any manner    
Guarantor Senior Debt, or any instrument evidencing the same or any agreement   
under which Guarantor Senior Debt is outstanding; (ii) sell, exchange, release  
or otherwise deal with any property pledged, mortgaged or otherwise securing    
Guarantor Senior Debt; (iii) release any person liable in any manner for the    
payment or collection of Guarantor Senior Debt; and (iv) exercise or refrain    
from exercising any rights against such Guarantor and any other person.         

SECTION 11.19. Noteholders Authorize Trustee To Effectuate
Subordination of Guarantees.

   Each Holder of Notes by its acceptance of them authorizes and
expressly directs the Trustee on its behalf to take such action as may be       
necessary or appropriate to effectuate, as between the holders of Guarantor     
Senior Debt and the Holders of Notes, the subordination provided in this Article
Eleven, and appoints the Trustee its attorney-in-fact for such purposes,        
including, in the event of any dissolution, winding-up, liquidation or          
reorganization of any                                                           

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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 as assets of such        
Guarantor, the filing of a claim for the unpaid balance of its or his Notes and 
accrued interest in the form required in those proceedings.                     

         If the Trustee does not file a proper claim or proof of debt in the
form required in such proceeding prior to 30 days before the expiration of the  
time to file such claim or claims, then the holders of the Guarantor Senior Debt
or their Representative are or is hereby authorized to have the right to file   
and are or is hereby authorized to file an appropriate claim for and on behalf  
of the Holders of said Notes. Nothing herein contained shall be deemed to       
authorize the Trustee or the holders of Guarantor Senior Debt or their          
Representative to authorize or consent to or accept or adopt on behalf of any   
Holders any plan of reorganization, arrangement, adjustment or composition      
affecting the Notes or the rights of any Holder thereof, or to authorize the    
Trustee or the holders of Guarantor Senior Debt or their Representative to vote 
in respect of the claim of any Holder in any such proceeding.                   

          SECTION 11.20. This Article Eleven Not To Prevent Events of Default.

          The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article Eleven will not be      
construed as preventing the occurrence of an Event of Default.                  

SECTION 11.21. Trustee's Compensation Not Prejudiced.     

     Nothing in this Article Eleven will apply to amounts due to the
Trustee pursuant to other sections in this Indenture.                           

ARTICLE TWELVE

 MISCELLANEOUS

SECTION 12.01. TIA Controls.                              

        If any provision of this Indenture limits, qualifies, or conflicts
with another provision which is required to be included in this Indenture by the
TIA, the required provision shall control.                                      

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SECTION 12.02. Notices.                                   

         Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,  
by private courier service guaranteeing next day delivery, by telex, by         
telecopier or registered or certified mail, postage prepaid, return receipt     
requested, addressed as follows:                                                

if to the Company or the Guarantors, if any:              

Silver Cinemas International, Inc.    
4004 Beltline Road                    
Suite 205                             
Dallas, Texas  75244                  
Attention:  Chief Financial Officer   
Telecopy:  (972) 503-9013             

if to the Trustee:                                        

      Norwest Bank Minnesota, National Association
Corporate Trust Services              
6th and Marquette                     
Minneapolis, MN  55479-0069           
Attention:  Corporate Trust           
Telecopy:  (612) 667-9825             

with a copy to:                       

      Norwest Bank Minnesota, National Association
c/o The Depository Trust Company      
55 Water Street                       
New York, NY  10041                   
Attention:  Norwest Window            
Telecopy:  (212) 558-2619             

     Each of the Company, the Guarantors, if any, and the Trustee by
written notice to each other such Person may designate additional or different  
addresses for notices to such Person. Any notice or communication to the        
Company, the Guarantors, if any, or the Trustee shall be deemed to have been    
given or made as of the date so delivered if personally delivered or delivered  
by private courier service guaranteeing next day delivery; when answered back,  
if telexed; when receipt is acknowledged, if faxed; and five (5) calendar days  
after mailing if sent by registered or certified mail, postage prepaid (except  
that a notice of change of address shall not be deemed to have been given until 
actually received by the addressee).                                            

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       Any notice or communication mailed to a Holder shall be mailed to
such Holder by first class mail or other equivalent means at such Holder's      
address as it appears on the registration books of the Registrar and shall be   
sufficiently given to such Holder if so mailed within the time prescribed.      

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

  SECTION 12.03. Communications by Holders with Other Holders.

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

        SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

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

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

                    (2) an Opinion of Counsel in form and substance reasonably
      satisfactory to the Trustee stating that, in the opinion of such
          counsel, all such conditions precedent, if any, provided for in this
        Indenture relating to the proposed action have been complied with;
and                                                       

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

   SECTION 12.05. Statements Required in Certificate or Opinion.

   Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture, other than the Officers'  
Certificate required by Section 4.06, shall include:                            

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                      (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 reasonably 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
          each such Person, such condition or covenant has been complied with.

SECTION 12.06. Rules by Trustee, Paying Agent, Registrar. 

  The Trustee may make reasonable rules in accordance with the
Trustee's customary practices for action by or at a meeting of Holders. The     
Paying Agent or Registrar may make reasonable rules for its functions.          

SECTION 12.07. Legal Holidays.                            

          A "Legal Holiday" used with respect to a particular place of payment
is a Saturday, a Sunday or a day on which banking institutions in New York, New 
York or at such place of payment are not required to be open. If a payment date 
is a Legal Holiday at such place, payment may be made at such place on the next 
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.                                                             

SECTION 12.08. Governing Law.                             

           THIS INDENTURE, THE NOTES AND THE GUARANTEES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AS APPLIED TO   
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO    
PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO  
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR        
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.                        

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   SECTION 12.09. No Adverse Interpretation of Other Agreements.

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

SECTION 12.10. No Recourse Against Others.                

          A director, officer, employee, stockholder or incorporator, as such,
of the Company, the Guarantors, if any, or of the Trustee shall not have any    
liability for any obligations of the Company under the Notes or this Indenture. 
Each Holder by accepting a Note waives and releases all such liability. Such    
waiver and release are part of the consideration for the issuance of the Notes. 
This provision does not affect any possible claims under federal securities     
laws.                                                                           

SECTION 12.11. Successors.                                

       All agreements of the Company and the Guarantors, if any, in this
Indenture, the Notes and the Guarantees, if any, shall bind their successors.   
All agreements of the Trustee in this Indenture shall bind its successors.      

SECTION 12.12. Duplicate Originals.                       

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

SECTION 12.13. Severability.                              

           In case any one or more of the provisions in this Indenture or in the
Notes or in the Guarantees, if any, shall be held invalid, illegal or           
unenforceable, in any respect for any reason, the validity, legality and        
enforceability of any such provision in every other respect and of the remaining
provisions shall not in any way be affected or impaired thereby, it being       
intended that all of the provisions hereof shall be enforceable to the full     
extent permitted by law.                                                        

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SIGNATURES

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

                                      SILVER CINEMAS INTERNATIONAL, INC.

                                          By: __________________________________
                               Name: Steven Holmes
                                          Title: Chief Executive Officer

                        SILVER CINEMAS, INC.

                                          By: __________________________________
                                Name:  Steven Holmes
                                             Title:    Chief Executive Officer

                         SCI ACQUISITION CORP.

                                          By: __________________________________
                                Name:  Steven Holmes
                                             Title:    Chief Executive Officer

                          LANDMARK THEATRE CORP.

                                          By: __________________________________
                                Name:  Steven Holmes
                                             Title:    Chief Executive Officer

                           NORWEST BANK MINNESOTA,
                                    NATIONAL ASSOCIATION, as Trustee

                                          By: __________________________________
                                Name:  Steven Holmes
                                             Title:    Chief Executive Officer

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                                                                    EXHIBIT A(1)

[FORM OF INITIAL NOTE]

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE     
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:       

(1) REPRESENTS THAT (I) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN  
RULE 144A UNDER THE ACT)(A "QIB"), (II) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE ACT OR (III) IT IS AN     
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR  
(7) OF REGULATION D UNDER THE ACT (AN "IAI"),                                   

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (I) TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (II) TO A PERSON WHOM THE SELLER        
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT  
OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) IN AN    
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT,    
(IV) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE ACT, (V) TO
AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER      
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF   
THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH     
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN      
$100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS 
IN COMPLIANCE WITH THE ACT, (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE  
REGISTRATION REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL      
ACCEPTABLE TO THE COMPANY) OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION       
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS  
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND      

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST 
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.      

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE   
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURE 
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE IN VIOLATION OF THE FOREGOING.                                        

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                                              CUSIP No.:  [                    ]

SILVER CINEMAS INTERNATIONAL, INC.
 10 1/2% SENIOR SUBORDINATED NOTE DUE 2005

No. [         ]                                                             $[ ]

     SILVER CINEMAS INTERNATIONAL, INC., a Delaware corporation (the
"Company," which term includes any successor entity), for value received        
promises to pay to Cede & Co. or registered assigns, the principal sum of [ ]   
Dollars, on April 15, 2005.                                                     

Interest Payment Dates:  April 15 and October 15          

Record Dates:  April 1 and October 1                      

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

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

                                              SILVER CINEMAS INTERNATIONAL, INC.

                                              By: ______________________________
                         Name:
                          Title:

                                              By: ______________________________
                         Name:
Dated:  April __, 1998                            Title:                        

Certificate of Authentication                                                   

   This is one of the 10 1/2% Senior Subordinated Notes due 2005
referred to in the within-mentioned Indenture.                                  

                                   NORWEST BANK MINNESOTA,
                                            NATIONAL ASSOCIATION, as Trustee

                                              By: ______________________________
                                                  Authorized Signatory

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 (REVERSE OF SECURITY)

 10 1/2% Senior Subordinated Note due 2005

 1. Interest. SILVER CINEMAS INTERNATIONAL, INC., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue  
from the most recent date on which interest has been paid or, if no interest has
been paid, from April 16, 1998. The Company will pay interest semi-annually in  
arrears on each Interest Payment Date, commencing October 15, 1998. Interest    
will be computed on the basis of a 360-day year of twelve 30-day months.        

        The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the   
Notes and on overdue installments of interest (without regard to any applicable 
grace periods) to the extent lawful.                                            

       2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment 
Date even if the Notes are canceled on registration of transfer or registration 
of exchange after such Record Date. Holders must surrender Notes to a Paying    
Agent to collect principal payments. The Company shall pay principal and        
interest in money of the United States that at the time of payment is legal     
tender for payment of public and private debts ("U.S. Legal Tender"). However,  
the Company may pay principal and interest by its check payable in such U.S.    
Legal Tender. The Company may deliver any such interest payment to the Paying   
Agent or to a Holder at the Holder's registered address.                        

       3. Paying Agent and Registrar. Initially, Norwest Bank Minnesota,
National Association (the "Trustee") will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.                                                                    

          4. Indenture. The Company issued the Notes under an Indenture, dated
as of April 15, 1998 (the "Indenture"), between the Company and the Trustee.    
Capitalized terms herein are used as defined in the Indenture unless otherwise  
defined herein. This Note is one of a duly authorized issue of Initial Notes of 
the Company designated as its 10 1/2% Senior Subordinated Notes due 2005 (the   
"Initial Notes"). The Notes include the Initial Notes and the Unrestricted Notes
issued in exchange for the Initial Notes pursuant to the Registration Rights    
Agreement or, with respect to Initial Notes issued under the Indenture          
subsequent to the Issue Date, a registration rights agreement substantially     
identical to the Registration Rights Agreement. The Initial Notes and the       
Unrestricted Notes are treated as a single class of securities under the        
Indenture. The terms of the Notes include those stated in this Indenture and    
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date      
of the Indenture. Notwithstanding anything to                                   

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the contrary herein, the Notes are subject to all such terms, and Holders of    
Notes are referred to the Indenture and said Act for a statement of them. The   
Notes are general unsecured obligations of the Company limited in aggregate     
principal amount to $115,000,000. Under certain circumstances as provided for in
Article Eleven of the Indenture, the payment on each Note may be guaranteed on a
senior subordinated basis by the Guarantors. Each Holder, by accepting a Note,  
agrees to be bound by all of the terms and provisions of the Indenture, as the  
same may be amended from time to time.                                          

          5. Subordination. The Notes are subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt of the Company, whether     
outstanding on the date of the Indenture or thereafter created, incurred,       
assumed or guaranteed. The Guarantees in respect of the Notes will be           
subordinated in right of payment, in the manner and to the extent set forth in  
the Indenture, to the prior payment in full in cash or Cash Equivalents of all  
Guarantor Senior Debt of each Guarantor, whether outstanding on the date of the 
Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by
its acceptance hereof agrees to be bound by such provisions and authorizes and  
expressly directs the Trustee, on its behalf, to take such action as may be     
necessary or appropriate to effectuate the subordination provided for in the    
Indenture and appoints the Trustee its attorney-in-fact for such purposes.      

           6. Redemption Provisions. Except as provided below, the Notes may not
be redeemed prior to April 15, 2001.                                            

      (a) Optional Redemption. On or after such date, the Notes may be
redeemed at the option of the Company, at any time as a whole, or from time to  
time in part, on not less than 30 nor more than 60 days' notice, at the         
following redemption prices (expressed as percentages of principal amount), plus
accrued and unpaid interest (if any) to the date of redemption (subject to the  
rights of holders of record on the relevant record date to receive interest due 
on the relevant interest payment date), if redeemed during the 12-month period  
commencing April 15:                                                            

                                                                [Download Table]

                                                         REDEMPTION
                                                           PRICE   
                                                         ----------
                                                                   
2001............................................          107.875% 
2002............................................          105.250% 
2003............................................          102.625% 
2004 and thereafter.............................          100.000% 

      (b) Notwithstanding the foregoing, at any time prior to April 1,
2001, the Company may at its options use the net cash proceeds of one or more   
Equity Offerings, to redeem the Notes at a redemption price equal to 110 1/2%   
of the principal amount thereof plus accrued and                                

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unpaid interest thereon, if any, to the redemption date; provided that at least 
65% of the principal amount of the Notes originally issued under the Indenture  
remain outstanding immediately after the occurrence of any such redemption and  
that any such redemption occurs within 90 days following the consummation of any
such Equity Offering.                                                           

           7. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date. Notes in          
denominations larger than $1,000 may be redeemed in part.                       

           Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent 
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption will cease to bear interest from and after such Redemption Date  
and the only right of the Holders of such Notes will be to receive payment of   
the Redemption Price plus accrued interest, if any.                             

         8. Offers to Purchase. Section 4.15 of the Indenture provides that,
upon a Change of Control if the Company does not redeem the Notes, each holder  
will have the right, subject to certain conditions set forth in the Indenture,  
to require the Company to repurchase such holder's Notes at a price equal to    
101% of the principal amount thereof plus accrued interest to the date of       
repurchase. Section 4.16 of the Indenture provides that, after certain Asset    
Sales, and subject to further limitations contained therein, the Company will   
make an offer to purchase certain amounts of the Notes in accordance with the   
procedures set forth in the Indenture.                                          

       9. Denominations; Transfer; Exchange. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples of     
$1,000. A Holder shall register the transfer of 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 certain      
transfer taxes or similar governmental charges payable in connection therewith  
as permitted by the Indenture. The Registrar need not register the transfer of  
or exchange of any Notes or portions thereof selected for redemption.           

         10. Persons Deemed Owners. The registered Holder of a Note shall be
treated as the owner of it for all purposes.                                    

   11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent will 
pay the money back to the Company. After that, all liability of the Trustee and 
such Paying Agent with respect to such money shall cease.                       

      12. Discharge Prior to Redemption or Maturity. As more fully set
forth in Article Eight of the Indenture, if the Company at any time deposits    
with the Trustee U.S. Legal                                                     

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Tender or U.S. Government Obligations sufficient to pay the principal of and    
interest on the Notes to redemption or maturity and complies with the other     
provisions of the Indenture relating thereto, the Company will be discharged    
from certain provisions of the Indenture and the Notes (including certain       
covenants, but excluding its obligation to pay the principal of and interest on 
the Notes).                                                                     

           13. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantee, if any, may be amended or supplemented   
with the written consent of the Holders of at least a majority in aggregate     
principal amount of the Notes then outstanding, and any existing Default or     
Event of Default or noncompliance with any provision may be waived with the     
written consent of the Holders of a majority in aggregate principal amount of   
the Notes then outstanding. Without notice to or consent of any Holder, the     
parties thereto may amend or supplement the Indenture or the Notes to, among    
other things, cure any ambiguity, defect or inconsistency, provide for          
uncertificated Notes in addition to or in place of certificated Notes, or comply
with Article Five of the Indenture or make any other change that does not       
adversely affect in any material respect the rights of any Holder of a Note.    

          14. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other   
things, incur additional Indebtedness or Liens, make payments in respect of its 
Capital Stock or Subordinated Obligations, enter into transactions with         
Affiliates, create dividend or other payment restrictions affecting             
Subsidiaries, incur Indebtedness that is, by its terms, subordinated or junior  
to any other Indebtedness and senior to the Notes, merge or consolidate with any
other Person, sell, assign, transfer, lease, convey or otherwise dispose of all 
or substantially all of its assets or adopt a plan of liquidation and sell      
Capital Stock of a Restricted Subsidiary. Such limitations are subject to a     
number of important qualifications and exceptions. The Company must annually    
report to the Trustee on compliance with such limitations.                      

      15. Successors. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes and the       
Indenture, the predecessor will be released from those obligations.             

     16. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal   
amount of Notes then outstanding may declare all the Notes to be due and payable
in the manner, at the time and with the effect provided in the Indenture.       
Holders of Notes may not enforce the Indenture or the Notes except as provided  
in the Indenture. The Trustee is not obligated to enforce the Indenture or the  
Notes unless it has received indemnity reasonably satisfactory to it. The       
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct  
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a 
Default in payment of principal or interest) if it determines that withholding  
notice is in their interest.                                                    

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         17. Trustee Dealings with Company. The Trustee under the Indenture,
in its individual or any other capacity, may become the owner or pledgee of     
Notes and may otherwise deal with the Company, its Subsidiaries or their        
respective Affiliates as if it were not the Trustee.                            

        18. No Recourse Against Others. No stockholder, director, officer,
employee or incorporator, as such, of the Company shall have any liability for  
any obligation of the Company under the Notes or the Indenture. 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 issuance of the Notes.            

           19. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this   
Note.                                                                           

       20. Governing Law. The laws of the State of New York shall govern
this Note and the Indenture, without regard to principles of conflict of laws.  

         21. Abbreviations and Defined Terms. Customary abbreviations may be
used in the name of a Holder of a Note 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).                        

        22. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused 
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the 
Notes. No representation is made as to the accuracy of such numbers as printed  
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.                                                                 

         23. Indenture. Each Holder, by accepting a Note, agrees to be bound
by all of the terms and provisions of the Indenture, as the same may be amended 
from time to time.                                                              

           The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which has the text of this Note in  
larger type. Requests may be made to: Silver Cinemas International, Inc., 4004  
Beltline Road, Suite 205, Dallas, Texas 75244, Attn: Chief Financial Officer.   

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 SENIOR SUBORDINATED GUARANTEE

      Silver Cinemas, Inc., SCI Acquisition Corp. and Landmark Theatre
Corp. (the "Guarantors") have unconditionally guaranteed on a senior            
subordinated basis (such guarantee by each Guarantor being referred to herein as
the "Guarantee") (i) the due and punctual payment of the principal of and       
interest on the Notes, whether at maturity, by acceleration or otherwise and the
due and punctual payment of interest on the overdue principal and interest, if  
any, on the Notes, to the extent lawful, all in accordance with the terms set   
forth in Article Eleven of the Indenture and (ii) in case of any extension of   
time of payment or renewal of any Notes or any of such other obligations, that  
the same will be promptly paid in full when due or performed in accordance with 
the terms of the extension or renewal, whether at stated maturity, by           
acceleration or otherwise.                                                      

         The obligations of each Guarantor to the Holders 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 in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor,
to the extent and in the manner provided, in Article Eleven of the Indenture,   
and reference is hereby made to such Indenture for the precise terms of the     
Guarantee therein made. This Guarantee is limited under the Indenture to the    
extent necessary not to constitute a fraudulent conveyance.                     

         No past, present or future stockholder, officer, director, employee
or incorporator, as such, of any of the Guarantors shall have any liability     
under the Guarantee by reason of such person's status as stockholder, officer,  
director, employee or incorporator. 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 issuance of the Guarantees.                               

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          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.                                    

                              SILVER CINEMAS, INC.

                                             By:  ______________________________
                         Name:
                          Title:

                               SCI ACQUISITION CORP.

                                             By:  ______________________________
                         Name:
                          Title:

                                LANDMARK THEATRE 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 Company. The agent may substitute another to act for him.          

Date: _________________       Signed: __________________________________________
                      (Sign exactly as your name
                        appears on the other side of
      this Note)

Signature Guarantee: ___________________________________________________________

         In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the SEC of the  
effectiveness of a registration statement under the Securities Act of 1933, as  
amended (the "Securities Act") covering resales of this Note (which             
effectiveness shall not have been suspended or terminated at the date of the    
transfer) and (ii) April 15, 2000, the undersigned confirms that it has not     
utilized any general solicitation or general advertising in connection with the 
transfer and that this Note is being transferred:                               

 [Check One]

(1)      _________   to the Company or a subsidiary thereof; or                 

(2)      _________   pursuant to and in compliance with Rule 144A under the     
Securities Act; or                    

(3)      _________   to an institutional "accredited investor" (as defined in   
                   Rule 501(a)(1), (2), (3) or (7) under the Securities Act)
           that has furnished to the Trustee a signed letter
                     containing certain representations and agreements (the form
               of which letter can be obtained from the Trustee); or

(4)      _________   outside the United states to a "foreign person" in         
            compliance with Rule 904 of Regulation S under the
Securities Act; or                    

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(5)      _________   pursuant to the exemption from registration provided by    
Rule 144 under the Securities Act; or 

(6)      _________   pursuant to an effective registration statement under the  
Securities Act; or                    

(7)      _________   pursuant to another available exemption from the           
          registration requirements of the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of  
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; provided that if box (3), (4), (5) or (7) is checked,
the Company or the Trustee may require, prior to registering any such transfer  
of the Notes, in its sole discretion, such legal opinions, certifications       
(including an investment letter in the case of box (3) or (4)) and other        
information as the Trustee or the Company has reasonably requested to confirm   
that such transfer is being made pursuant to an exemption from, or in a         
transaction not subject to, the registration requirements of the Securities Act.

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

Date: _________________       Signed: __________________________________________
                      (Sign exactly as your name
                        appears on the other side of
      this Note)

Signature Guarantee: ___________________________________________________________

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

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

Date: _________________       Signed: __________________________________________
                      NOTICE:  To be executed by
                                    an executive officer

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[OPTION OF HOLDER TO ELECT PURCHASE]

     If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:                                                                            

  Section 4.15 [     ]

  Section 4.16 [     ]

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the    
amount you elect to have purchased:                                             

$_______________________                                                        

Date: _________________       Signed: __________________________________________
                                        NOTICE: The signature on this assignment
                                   must correspond with the name as it
                                        appears upon the face of the within Note
                                      in every particular without alteration
                                       or enlargement or any change whatsoever
                                        and be guaranteed by the endorser's bank
          or broker.

Signature Guarantee: ___________________________________________________________

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                                                                    EXHIBIT A(2)

 [FORM OF EXCHANGE NOTE]

                                               CUSIP No.:[                     ]

SILVER CINEMAS INTERNATIONAL, INC.
 10 1/2% SENIOR SUBORDINATED NOTE DUE 2005

No.[         ]                                                             $[ ] 

     SILVER CINEMAS INTERNATIONAL, INC., a Delaware corporation (the
"Company," which term includes any successor entity), for value received        
promises to pay to Cede & Co. or registered assigns, the principal sum of [ ]   
Dollars, on April 15, 2005.                                                     

Interest Payment Dates:  April 15 and October 15          

Record Dates:  April 1 and October 1                      

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

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

                                            SILVER CINEMAS INTERNATIONAL, INC.

                                             By:  ______________________________
                         Name:
                          Title:

                                             By:  ______________________________
                         Name:
Dated:  April __, 1998                            Title:                        

Certificate of Authentication                                                   

   This is one of the 10 1/2% Senior Subordinated Notes due 2005
referred to in the within-mentioned Indenture.                                  

                                 NORWEST BANK MINNESOTA,
                                          NATIONAL ASSOCIATION, as Trustee

                                             By:________________________________
                                            Authorized Signatory

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 (REVERSE OF SECURITY)

 10 1/2% Senior Subordinated Note due 2005

 1. Interest. SILVER CINEMAS INTERNATIONAL, INC., a Delaware
corporation (the "Company"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Notes will accrue  
from the most recent date on which interest has been paid or, if no interest has
been paid, from April 16, 1998. The Company will pay interest semi-annually in  
arrears on each Interest Payment Date, commencing October 15, 1998. Interest    
will be computed on the basis of a 360-day year of twelve 30-day months.        

        The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the   
Notes and on overdue installments of interest (without regard to any applicable 
grace periods) to the extent lawful.                                            

       2. Method of Payment. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment 
Date even if the Notes are canceled on registration of transfer or registration 
of exchange after such Record Date. Holders must surrender Notes to a Paying    
Agent to collect principal payments. The Company shall pay principal and        
interest in money of the United States that at the time of payment is legal     
tender for payment of public and private debts ("U.S. Legal Tender"). However,  
the Company may pay principal and interest by its check payable in such U.S.    
Legal Tender. The Company may deliver any such interest payment to the Paying   
Agent or to a Holder at the Holder's registered address.                        

       3. Paying Agent and Registrar. Initially, Norwest Bank Minnesota,
National Association (the "Trustee") will act as Paying Agent and Registrar. The
Company may change any Paying Agent, Registrar or co-Registrar without notice to
the Holders.                                                                    

          4. Indenture. The Company issued the Notes under an Indenture, dated
as of April 15, 1998 (the "Indenture"), between the Company and the Trustee.    
Capitalized terms herein are used as defined in the Indenture unless otherwise  
defined herein. This Note is one of a duly authorized issue of Unrestricted     
Notes of the Company designated as its 10 1/2% Senior Subordinated Notes due    
2005 (the "Unrestricted Notes"). The Notes include the Initial Notes and the    
Unrestricted Notes issued in exchange for the Initial Notes pursuant to the     
Registration Rights Agreement or, with respect to Initial Notes issued under the
Indenture subsequent to the Issue Date, a registration rights agreement         
substantially identical to the Registration Rights Agreement. The Initial Notes 
and the Unrestricted Notes are treated as a single class of securities under the
Indenture. The terms of the Notes include those stated in this Indenture and    
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date      
of the Indenture.                                                               

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Notwithstanding anything to the contrary herein, the Notes are subject to all   
such terms, and Holders of Notes are referred to the Indenture and said Act for 
a statement of them. The Notes are general unsecured obligations of the Company 
limited in aggregate principal amount to $115,000,000. Under certain            
circumstances as provided for in Article Eleven of the Indenture, the payment on
each Note may be guaranteed on a senior subordinated basis by the Guarantors.   
Each Holder, by accepting a Note, agrees to be bound by all of the terms and    
provisions of the Indenture, as the same may be amended from time to time.      

          5. Subordination. The Notes are subordinated in right of payment, in
the manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt of the Company, whether     
outstanding on the date of the Indenture or thereafter created, incurred,       
assumed or guaranteed. The Guarantees in respect of the Notes will be           
subordinated in right of payment, in the manner and to the extent set forth in  
the Indenture, to the prior payment in full in cash or Cash Equivalents of all  
Guarantor Senior Debt of each Guarantor, whether outstanding on the date of the 
Indenture or thereafter created, incurred, assumed or guaranteed. Each Holder by
its acceptance hereof agrees to be bound by such provisions and authorizes and  
expressly directs the Trustee, on its behalf, to take such action as may be     
necessary or appropriate to effectuate the subordination provided for in the    
Indenture and appoints the Trustee its attorney-in-fact for such purposes.      

           6. Redemption Provisions. Except as provided below, the Notes may not
be redeemed prior to April 15, 2001.                                            

      (a) Optional Redemption. On or after such date, the Notes may be
redeemed at the option of the Company, at any time as a whole, or from time to  
time in part, on not less than 30 nor more than 60 days' notice, at the         
following redemption prices (expressed as percentages of principal amount), plus
accrued and unpaid interest (if any) to the date of redemption (subject to the  
rights of holders of record on the relevant record date to receive interest due 
on the relevant interest payment date), if redeemed during the 12-month period  
commencing April 15:                                                            

                                                                [Download Table]

                                                          REDEMPTION
                                                            PRICE   
                                                          ----------
                                                                    
2001.............................................          107.875% 
2002.............................................          105.250% 
2003.............................................          102.625% 
2004 and thereafter..............................          100.000% 

       (b) Notwithstanding the foregoing, at any time prior to April 15,
2001, the Company may at its option, use the net cash proceeds of one or more   
Equity Offerings to redeem the Notes at a redemption price equal to 110 1/2%    
of the principal amount thereof plus accrued and                                

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unpaid interest thereon, if any, to the redemption date; provided that at least 
65% of the principal amount of the Notes originally issued under the Indenture  
remain outstanding immediately after the occurrence of any such redemption and  
that any such redemption occurs within 90 days following the consummation of any
such Equity Offering.                                                           

           7. Notice of Redemption. Notice of redemption will be mailed at least
30 days but not more than 60 days before the Redemption Date. Notes in          
denominations larger than $1,000 may be redeemed in part.                       

           Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent 
for redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued interest, if any, the Notes called
for redemption will cease to bear interest from and after such Redemption Date  
and the only right of the Holders of such Notes will be to receive payment of   
the Redemption Price plus accrued interest, if any.                             

         8. Offers to Purchase. Section 4.15 of the Indenture provides that,
upon a Change of Control if the Company does not redeem the Notes, each holder  
will have the right, subject to certain conditions set forth in the Indenture,  
to require the Company to repurchase such holder's Notes at a price equal to    
101% of the principal amount thereof plus accrued interest to the date of       
repurchase. Section 4.16 of the Indenture provides that, after certain Asset    
Sales, and subject to further limitations contained therein, the Company will   
make an offer to purchase certain amounts of the Notes in accordance with the   
procedures set forth in the Indenture.                                          

       9. Denominations; Transfer; Exchange. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples of     
$1,000. A Holder shall register the transfer of 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 certain      
transfer taxes or similar governmental charges payable in connection therewith  
as permitted by the Indenture. The Registrar need not register the transfer of  
or exchange of any Notes or portions thereof selected for redemption.           

         10. Persons Deemed Owners. The registered Holder of a Note shall be
treated as the owner of it for all purposes.                                    

   11. Unclaimed Money. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent will 
pay the money back to the Company. After that, all liability of the Trustee and 
such Paying Agent with respect to such money shall cease.                       

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      12. Discharge Prior to Redemption or Maturity. As more fully set
forth in Article Eight of the Indenture if the Company at any time deposits with
the Trustee U.S. Legal Tender or U.S. Government Obligations sufficient to pay  
the principal of and interest on the Notes to redemption or maturity and        
complies with the other provisions of the Indenture relating thereto, the       
Company will be discharged from certain provisions of the Indenture and the     
Notes (including certain covenants, but excluding its obligation to pay the     
principal of and interest on the Notes).                                        

           13. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture, the Notes or the Guarantee, if any, may be amended or supplemented   
with the written consent of the Holders of at least a majority in aggregate     
principal amount of the Notes then outstanding, and any existing Default or     
Event of Default or noncompliance with any provision may be waived with the     
written consent of the Holders of a majority in aggregate principal amount of   
the Notes then outstanding. Without notice to or consent of any Holder, the     
parties thereto may amend or supplement the Indenture or the Notes to, among    
other things, cure any ambiguity, defect or inconsistency, provide for          
uncertificated Notes in addition to or in place of certificated Notes, or comply
with Article Five of the Indenture or make any other change that does not       
adversely affect in any material respect the rights of any Holder of a Note.    

          14. Restrictive Covenants. The Indenture imposes certain limitations
on the ability of the Company and its Restricted Subsidiaries to, among other   
things, incur additional Indebtedness or Liens, make payments in respect of its 
Capital Stock or Subordinated Obligations, enter into transactions with         
Affiliates, create dividend or other payment restrictions affecting             
Subsidiaries, incur additional Indebtedness that is by its terms subordinated or
junior to any other Indebtedness and senior to the Notes, merge or consolidate  
with any other Person, sell, assign, transfer, lease, convey or otherwise       
dispose of all or substantially all of its assets or adopt a plan of liquidation
and sell Capital Stock of a Restricted Subsidiary. Such limitations are subject 
to a number of important qualifications and exceptions. The Company must        
annually report to the Trustee on compliance with such limitations.             

      15. Successors. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes and the       
Indenture, the predecessor will be released from those obligations.             

     16. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal   
amount of Notes then outstanding may declare all the Notes to be due and payable
in the manner, at the time and with the effect provided in the Indenture.       
Holders of Notes may not enforce the Indenture or the Notes except as provided  
in the Indenture. The Trustee is not obligated to enforce the Indenture or the  
Notes unless it has received indemnity reasonably satisfactory to it. The       
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in                                                                     

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aggregate principal amount of the Notes then outstanding to direct the Trustee  
in its exercise of any trust or power. The Trustee may withhold from Holders of 
Notes notice of any continuing Default or Event of Default (except a Default in 
payment of principal or interest) if it determines that withholding notice is in
their interest.                                                                 

         17. Trustee Dealings with Company. The Trustee under the Indenture,
in its individual or any other capacity, may become the owner or pledgee of     
Notes and may otherwise deal with the Company, its Subsidiaries or their        
respective Affiliates as if it were not the Trustee.                            

        18. No Recourse Against Others. No stockholder, director, officer,
employee or incorporator, as such, of the Company shall have any liability for  
any obligation of the Company under the Notes or the Indenture. 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 issuance of the Notes.            

           19. Authentication. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this   
Note.                                                                           

       20. Governing Law. The laws of the State of New York shall govern
this Note and the Indenture, without regard to principles of conflict of laws.  

         21. Abbreviations and Defined Terms. Customary abbreviations may be
used in the name of a Holder of a Note 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).                        

        22. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused 
CUSIP numbers to be printed on the Notes as a convenience to the Holders of the 
Notes. No representation is made as to the accuracy of such numbers as printed  
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.                                                                 

         23. Indenture. Each Holder, by accepting a Note, agrees to be bound
by all of the terms and provisions of the Indenture, as the same may be amended 
from time to time.                                                              

           The Company will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture, which has the text of this Note in  
larger type. Requests may be made to: Silver Cinemas International, Inc., 4004  
Beltline Road, Suite 205, Dallas, Texas 75244, Attn: Chief Financial Officer.   

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 SENIOR SUBORDINATED GUARANTEE

      Silver Cinemas, Inc., SCI Acquisition Corp. and Landmark Theatre
Corp. (the "Guarantors") have unconditionally guaranteed on a senior            
subordinated basis (such guarantee by each Guarantor being referred to herein as
the "Guarantee") (i) the due and punctual payment of the principal of and       
interest on the Notes, whether at maturity, by acceleration or otherwise and the
due and punctual payment of interest on the overdue principal and interest, if  
any, on the Notes, to the extent lawful, all in accordance with the terms set   
forth in Article Eleven of the Indenture and (ii) in case of any extension of   
time of payment or renewal of any Notes or any of such other obligations, that  
the same will be promptly paid in full when due or performed in accordance with 
the terms of the extension or renewal, whether at stated maturity, by           
acceleration or otherwise.                                                      

         The obligations of each Guarantor to the Holders 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 in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor,
to the extent and in the manner provided, in Article Eleven of the Indenture,   
and reference is hereby made to such Indenture for the precise terms of the     
Guarantee therein made. This Guarantee is limited under the Indenture to the    
extent necessary not to constitute a fraudulent conveyance.                     

         No past, present or future stockholder, officer, director, employee
or incorporator, as such, of any of the Guarantors shall have any liability     
under the Guarantee by reason of such person's status as stockholder, officer,  
director, employee or incorporator. 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 issuance of the Guarantees.                               

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          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.                                    

                              SILVER CINEMAS, INC.

                                             By:  ______________________________
                         Name:
                          Title:

                               SCI ACQUISITION CORP.

                                             By:  ______________________________
                         Name:
                          Title:

                                LANDMARK THEATRE 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 Company. The agent may substitute another to act for him.      

Date:  ________________     Signed: ____________________________________________
                                 (Sign exactly as your name appears on the
                  other side of this Note)

Signature Guarantee: ___________________________________________________________

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[OPTION OF HOLDER TO ELECT PURCHASE]

     If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:                                                                            

  Section 4.15 [     ]

  Section 4.16 [     ]

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the    
amount you elect to have purchased:                                             

$____________________                                                           

Dated: ____________________           __________________________________________
                                        NOTICE: The signature on this assignment
                                   must correspond with the name as it
                                        appears upon the face of the within Note
                                      in every particular without alteration
                                       or enlargement or any change whatsoever
                                        and be guaranteed by the endorser's bank
          or broker.

                                        Signature Guarantee: ___________________

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                                                                    EXHIBIT A(3)

[FORM OF REGULATION S TEMPORARY GLOBAL NOTE]

THIS NOTE (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES
ACT OF 1933, AS AMENDED (THE "ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE     
ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN THE NEXT SENTENCE.  
BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE HOLDER:       

(1) REPRESENTS THAT (I) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN  
RULE 144A UNDER THE ACT)(A "QIB"), (II) IT HAS ACQUIRED THIS NOTE IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH REGULATION S UNDER THE ACT OR (III) IT IS AN     
INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(A)(1), (2), (3) OR  
(7) OF REGULATION D UNDER THE ACT (AN "IAI"),                                   

(2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS NOTE EXCEPT (I) TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES, (II) TO A PERSON WHOM THE SELLER        
REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT  
OF A QIB IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (III) IN AN    
OFFSHORE TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR 904 OF THE ACT,    
(IV) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER THE ACT, (V) TO
AN IAI THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A SIGNED LETTER      
CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF   
THIS NOTE (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF SUCH     
TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF NOTES LESS THAN      
$100,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH TRANSFER IS 
IN COMPLIANCE WITH THE ACT, (VI) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE  
REGISTRATION REQUIREMENTS OF THE ACT (AND BASED UPON AN OPINION OF COUNSEL      
ACCEPTABLE TO THE COMPANY) OR (VII) PURSUANT TO AN EFFECTIVE REGISTRATION       
STATEMENT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS  
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND      

(3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE OR AN INTEREST 
HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.      

AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED STATES" HAVE THE   
MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE ACT. THE INDENTURE 
CONTAINS A PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF
THIS NOTE IN VIOLATION OF THE FOREGOING.                                        

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                                                            CUSIP No.: U82708AA3

SILVER CINEMAS INTERNATIONAL, INC.
 10 1/2% SENIOR SUBORDINATED NOTE DUE 2005

No. [         ]                                                             $[ ]

     SILVER CINEMAS INTERNATIONAL, INC., a Delaware corporation (the
"Company," which term includes any successor entity), for value received        
promises to pay to Cede & Co. or registered assigns, the principal sum of [ ]   
Dollars, on April 15, 2005.                                                     

Interest Payment Dates:  April 15 and October 15          

Record Dates:  April 1 and October 1                      

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

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

                                            SILVER CINEMAS INTERNATIONAL, INC.

                                             By:  ______________________________
                         Name:
                          Title:

                                             By:  ______________________________
                         Name:
Dated:  April __, 1998                            Title:                        

Certificate of Authentication                                                   

   This is one of the 10 1/2% Senior Subordinated Notes due 2005
referred to in the within-mentioned Indenture.                                  

                                 NORWEST BANK MINNESOTA,
                                          NATIONAL ASSOCIATION, as Trustee

                                             By:________________________________
                                            Authorized Signatory

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 (REVERSE OF SECURITY)
 10 1/2% Senior Subordinated Note due 2005

           Subject to the provisions hereof, Silver Cinemas International, Inc.,
a Delaware corporation (the "Company"), promises to pay Cede & Co. the principal
sum of ___________ UNITED STATES DOLLARS (U.S. $___________) on April 15, 2005, 
and to pay interest on the principal amount of this Note at the rate of 10 1/2% 
per annum. Interest shall be paid in cash semi-annually in arrears on April 15  
and October 15 or if any such day is not a Business Day, on the next succeeding 
Business Day (each an "Interest Payment Date"); provided that the first Interest
Payment Date shall be October 15, 1998. Interest on the Notes will accrue from  
the most recent date to which interest has been paid or, if no interest has been
paid, from the date of original issuance. Interest will be computed on the basis
of a 360-day year comprised of twelve 30-day months.                            

        This Regulation S Temporary Global Note is issued in respect of an
issue of 10 1/2% Senior Subordinated Notes due 2005 (the "Notes") of the        
Company, limited to the aggregate principal amount of U.S. $115,000,000 issued  
pursuant to an Indenture (the "Indenture") dated as of April 15, 1998, between  
the Company, the Guarantors and Norwest Bank Minnesota, National Association,   
as trustee (the " Trustee"), and is governed by the terms and conditions of the 
Indenture governing the Notes, which terms and conditions are incorporated      
herein by reference and, except as otherwise provided herein, shall be binding  
on the Company and the Holder hereof as if fully set forth herein. Unless the   
context otherwise requires, the terms used herein shall have the meanings       
specified in the Indenture.                                                     

    Until this Regulation S Temporary Global Note is exchanged for
Regulation S Permanent Global Notes, the Holder hereof shall not be entitled to 
receive payments of interest hereon although interest will continue to accrue;  
until so exchanged in full, this Regulation S Temporary Global Note shall in all
other respects be entitled to the same benefits as other Notes under the        
Indenture.                                                                      

         This Regulation S Temporary Global Note is exchangeable in whole or
in part for one or more Regulation S Permanent Global Notes or Rule 144A Global 
Notes only (i) on or after the termination of the 40-day restricted period (as  
defined in Regulation S) and (ii) upon presentation of certificates (accompanied
by an Opinion of Counsel, if applicable) required by Article 2 of the Indenture.
Upon exchange of this Regulation S Temporary Global Note for one or more        
Regulation S Permanent Global Notes or Rule 144A Global Notes, the Trustee shall
cancel this Regulation S Temporary Global Note.                                 

       This Regulation S Temporary Global Note shall not become valid or
obligatory until the certificate of authentication hereon shall have been duly  
manually signed by the Trustee in accordance with the Indenture. This Regulation
S Temporary Global Note shall be governed by and construed in accordance with   
the laws of the State of New York. All references to "$,"                       

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"Dollars," "dollars" or "U.S. $" are to such coin or currency of the United     
States of America as at the time shall be legal tender for the payment of public
and private debts therein.                                                      

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 SENIOR SUBORDINATED GUARANTEE

      Silver Cinemas, Inc., SCI Acquisition Corp. and Landmark Theatre
Corp. (the "Guarantors") have unconditionally guaranteed on a senior            
subordinated basis (such guarantee by each Guarantor being referred to herein as
the "Guarantee") (i) the due and punctual payment of the principal of and       
interest on the Notes, whether at maturity, by acceleration or otherwise and the
due and punctual payment of interest on the overdue principal and interest, if  
any, on the Notes, to the extent lawful, all in accordance with the terms set   
forth in Article Eleven of the Indenture and (ii) in case of any extension of   
time of payment or renewal of any Notes or any of such other obligations, that  
the same will be promptly paid in full when due or performed in accordance with 
the terms of the extension or renewal, whether at stated maturity, by           
acceleration or otherwise.                                                      

         The obligations of each Guarantor to the Holders 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 in cash or Cash Equivalents of all Guarantor Senior Debt of such Guarantor,
to the extent and in the manner provided, in Article Eleven of the Indenture,   
and reference is hereby made to such Indenture for the precise terms of the     
Guarantee therein made. This Guarantee is limited under the Indenture to the    
extent necessary not to constitute a fraudulent conveyance.                     

         No past, present or future stockholder, officer, director, employee
or incorporator, as such, of any of the Guarantors shall have any liability     
under the Guarantee by reason of such person's status as stockholder, officer,  
director, employee or incorporator. 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 issuance of the Guarantees.                               

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          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.                                    

                              SILVER CINEMAS, INC.

                                             By:  ______________________________
                         Name:
                          Title:

                               SCI ACQUISITION CORP.

                                             By:  ______________________________
                         Name:
                          Title:

                                LANDMARK THEATRE CORP.

                                             By:  ______________________________
                         Name:
                          Title:

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                                                                       EXHIBIT B

 FORM OF LEGEND FOR GLOBAL NOTES

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

              THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE
          INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A
        DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY.
         THIS NOTE IS NOT EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A
           PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED
       CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS
           NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY
         TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
 THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE
     REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.                                                

               UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
     CORPORATION ("DTC"), TO ISSUER OR ITS AGENT FOR REGISTRATION OF
   TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
      REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
          REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
      MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
          AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
   HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
          INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.                                                   

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                                                                    EXHIBIT C(1)

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
 FROM 144A GLOBAL NOTE TO REGULATION S GLOBAL NOTE
 (Pursuant to Section 2.16(a)(i) of the Indenture)

[REGISTRAR]                                                                     

      Re: 10 1/2% Senior Subordinated Notes due 2005 of Silver Cinemas
International, Inc.                               

           Reference is hereby made to the Indenture, dated as of April 15, 1998
(the "Indenture"), between Silver Cinemas International, Inc. (the "Company"),  
the Guarantors and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the        
meanings given to them in the Indenture.                                        

        This letter relates to $ _______________ principal amount of Notes
which are evidenced by one or more 144A Global Notes and held with the          
Depository in the name of_____________ (the "Transferor"). The Transferor has   
requested a transfer of such beneficial interest in the Notes to a Person who   
will take delivery thereof in the form of an equal principal amount of Notes    
evidenced by one or more Regulation S Global Notes, which amount, immediately   
after such transfer, is to be held with the Depository through Euroclear or     
Cedel or both.                                                                  

       In connection with such request and in respect of such Notes, the
Transferor hereby certifies that such transfer has been effected in compliance  
with the transfer restrictions applicable to the Global Notes and pursuant to   
and in accordance with Rule 903 or Rule 904 under the United States Securities  
Act of 1933, as amended (the "Securities Act"), and accordingly the Transferor  
hereby further certifies that:                                                  

       (1) The offer of the Notes was not made to a Person in the United
States;                                                                         

(2) either:                                               

                    (a)        at the time the buy order was originated, the
                                 transferee was outside the United States or the
                                Transferor and any Person acting on its behalf
                           reasonably believed and believes that the
                              transferee was outside the United States; or

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                     (b)        the transaction was executed in, on or through
                         the facilities of a designated offshore
                              securities market and neither the Transferor
                                nor any Person acting on its behalf knows that
                                 the transaction was prearranged with a buyer in
    the United States;

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

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

   (5)        upon completion of the transaction, the beneficial
                  interest being transferred as described above is to be
                held with the Depository through Euroclear, Cedel or
another Participant.                

          Upon giving effect to this request to exchange a beneficial interest
in a 144A Global Note for a beneficial interest in a Regulation S Global Note,  
the resulting beneficial interest shall be subject to the restrictions on       
transfer applicable to Regulation S Global Notes pursuant to the Indenture and  
the Securities Act.                                                             

       This certificate and the statements contained herein are made for
your benefit and the benefit of the Company. Terms used in this certificate and 
not otherwise defined in the Indenture have the meanings set forth in Regulation
S under the Securities Act.                                                     

                                               [Insert Name of Transferor]

                                                  By:___________________________
                               Name:
                                Title:

Dated:                                                                          

cc:        Silver Cinemas International, Inc.                                   

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            EXHIBIT C(2)

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
 FROM REGULATION S GLOBAL NOTE TO 144A GLOBAL NOTE
(Pursuant to Section 2.16(a)(ii) of the Indenture)

[REGISTRAR]                                                                     

      Re: 10 1/2% Senior Subordinated Notes due 2005 of Silver Cinemas
International, Inc.                               

          Reference is hereby made to the Indenture dated as of April 15, 1998
(the "Indenture"), between Silver Cinemas International, Inc. (the "Company"),  
the Guarantors and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the        
meanings given to them in the Indenture.                                        

           This letter relates to $_________ principal amount of Notes which are
evidenced by one or more Regulation S Global Notes and held with the Depository 
through Euroclear or Cedel in the name of ________ (the "Transferor"). The      
Transferor has requested a transfer of such beneficial interest in the Notes to 
a Person who will take delivery thereof in the form of an equal principal amount
of Notes evidenced by one or more 144A Global Notes, to be held with the        
Depository.                                                                     

       In connection with such request and in respect of such Notes, the
Transferor hereby certifies that:                                               

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 [CHECK ONE]

[ ]        such transfer is being effected pursuant to and in accordance with   
          Rule 144A under the United States Securities Act of 1933, as amended
     (the "Securities Act"), and, accordingly, the Transferor hereby
        further certifies that the Notes are being transferred to a Person
         that the Transferor reasonably believes is purchasing the Notes for
        its own account, or for one or more accounts with respect to which
           such Person exercises sole investment discretion, and such Person and
       each such account is a "qualified institutional buyer" within the
       meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A;                                                

or

[ ]        such transfer is being effected pursuant to and in accordance with   
Rule 144 under the Securities Act;                        

or

[ ]        such transfer is being effected pursuant to an effective             
registration statement under the Securities Act;          

or

and such Notes are being transferred in compliance with any applicable blue sky 
securities laws of any state of the United States or any other applicable       
jurisdiction.                                                                   

          Upon giving effect to this request to exchange a beneficial interest
in Regulation S Global Notes for a beneficial interest in 144A Global Notes, the
resulting beneficial interest shall be subject to the restrictions on transfer  
applicable to 144A Global Notes pursuant to the Indenture and the Securities    
Act.                                                                            

       This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.                                    

                                     [Insert Name of Transferor]

                                             By:________________________________
                     Name:
                      Title:
                      Dated:

cc:        Silver Cinemas International, Inc.                                   

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                                                                    EXHIBIT C(3)

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
 OF PHYSICAL NOTES

(Pursuant to Section 2.16(b) of the Indenture)

[REGISTRAR]                                                                     

      Re: 10 1/2% Senior Subordinated Notes due 2005 of Silver Cinemas
International, Inc.                               

          Reference is hereby made to the Indenture dated as of April 15, 1998
(the "Indenture"), between Silver Cinemas International, Inc. (the "Company"),  
the Guarantors and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the        
meanings given to them in the Indenture.                                        

    This relates to $________  principal amount of Notes which are
evidenced by one or more Physical Notes in the name of ________ (the            
"Transferor"). The Transferor has requested an exchange or transfer of such     
Physical Note(s) in the form of an equal principal amount of Notes evidenced by 
one or more Physical Notes, to be delivered to the Transferor or, in the case of
a transfer of such Notes, to such Person as the Transferor instructs the        
Trustee.                                                                        

 In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"), the 
Holder of such Surrendered Notes hereby certifies that:                         

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 [CHECK ONE]

[ ]        the Surrendered Notes are being acquired for the Transferor's own    
account, without transfer;                                

or

[ ]        the Surrendered Notes are being transferred to the Company or one of 
its Subsidiaries;                                         

or

[ ]        the Surrendered Notes are being transferred pursuant to and in       
         accordance with Rule 144A under the United States Securities Act of
    1933, as amended (the "Securities Act"), and, accordingly, the
        Transferor hereby further certifies that the Surrendered Notes are
           being transferred to a Person that the Transferor reasonably believes
         is purchasing the Surrendered Notes for its own account, or for one
       or more accounts with respect to which such Person exercises sole
       investment discretion, and such Person and each such account is a
         "qualified institutional buyer" within the meaning of Rule 144A, in
       each case in a transaction meeting the requirements of Rule 144A;

or

[ ]        the Surrendered Notes are being transferred in a transaction         
permitted by Rule 144 under the Securities Act;           

or

[ ]        the Surrendered Notes are being transferred pursuant to an exemption 
         under the Securities Act other than Rule 144A, Rule 144 or Rule 904
   to Person who is an Institutional Accredited Investor and the
      Transferor further certifies that the Transfer complies with the
        transfer restrictions applicable to beneficial interests in Global
      Notes and Physical Notes bearing the legend set forth in Section
    2.06(f) of the Indenture and the requirements of the exemption
          claimed, which certification is supported by (a) if such transfer is
          in respect of a principal amount of Notes at the time of Transfer of
       $100,000 or more, a certificate executed by the Transferee in the
       form of Exhibit C to the Indenture, or (b) if such Transfer is in
       respect of a principal amount of Notes at the time of transfer of
           less than $100,000, (i) a certificate executed in the form of Exhibit
       C to the Indenture and (ii) an Opinion of Counsel provided by the
      Transferor or the Transferee (a copy of which the Transferor has
          attached to this certification) in form reasonably acceptable to the
           Company and to the Registrar, to the effect that (1) such Transfer is
          in compliance with the Securities Act and (2) such Transfer complies
      with any applicable blue sky securities laws of any state of the
United States;                                            

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or

[ ]        the Surrendered Notes are being transferred pursuant to an effective 
registration statement under the Securities Act;          

or

[ ]        such transfer is being effected pursuant to an exemption from the    
           registration requirements of the Securities Act other than Rule 144A,
       Rule 144, or Rule 904 and the Transferor hereby further certifies
          that the Notes are being transferred in compliance with the transfer
         restrictions applicable to beneficial interests in the Global Notes
           and Physical Notes bearing the legend set forth in Section 2.06(f) of
  the Indenture and in accordance with the requirements of the
          exemption claimed, which certification is supported by an Opinion of
      Counsel, provided by the transferor or the transferee (a copy of
      which the Transferor has attached to this certification) in form
       reasonably acceptable to the Company and to the Registrar, to the
        effect that such transfer is in compliance with the Securities Act
         and any applicable blue sky laws of any state of the United States;

and the Surrendered Notes are being transferred in compliance with any          
applicable blue sky securities laws of any state of the United States or any    
other applicable jurisdiction.                                                  

       This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.                                    

                                     [Insert Name of Transferor]

                                             By:________________________________
                     Name:
                      Title:
                      Dated:

cc:        Silver Cinemas International, Inc.                                   

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                                                                    EXHIBIT C(4)

FORM OF CERTIFICATE FOR EXCHANGE OR REGISTRATION OF TRANSFER
 FROM 144A GLOBAL NOTE OR REGULATION S

 PERMANENT GLOBAL NOTE
TO PHYSICAL NOTE

(Pursuant to Section 2.16(c) of the Indenture)

[REGISTRAR]                                                                     

      Re: 10 1/2% Senior Subordinated Notes due 2005 of Silver Cinemas
International, Inc.                               

           Reference is hereby made to the Indenture, dated as of April 15, 1998
(the "Indenture"), between Silver Cinemas International, Inc. (the "Company"),  
the Guarantors and Norwest Bank Minnesota, National Association, as trustee (the
"Trustee"). Capitalized terms used but not defined herein shall have the        
meanings given to them in the Indenture.                                        

        This letter relates to $__________ principal amount of Notes which
are evidenced by a beneficial interest in one or more 144A Global Notes or      
Regulation S Global Notes in the name of ___________________ (the "Transferor").
The Transferor has requested an exchange or transfer of such beneficial interest
in the form of an equal principal amount of Notes evidenced by one or more      
Physical Notes, to be delivered to the Transferor or, in the case of a transfer 
of such Notes, to such Person as the Transferor instructs the Trustee.          

 In connection with such request and in respect of the Notes
surrendered to the Trustee herewith for exchange (the "Surrendered Notes"), the 
Holder of such Surrendered Notes hereby certifies that:                         

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[ ]        the Surrendered Notes are being transferred to the beneficial owner  
of such Notes;                                            

or

[ ]        the Surrendered Notes are being transferred pursuant to and in       
         accordance with Rule 144A under the United States Securities Act of
    1933, as amended (the "Securities Act"), and, accordingly, the
        Transferor hereby further certifies that the Surrendered Notes are
           being transferred to a Person that the Transferor reasonably believes
         is purchasing the Surrendered Notes for its own account, or for one
       or more accounts with respect to which such Person exercises sole
       investment discretion, and such Person and each such account is a
         "qualified institutional buyer" within the meaning of Rule 144A, in
        each case in a transaction meeting they requirements of Rule 144A;

or

[ ]        the Surrendered Notes are being transferred in a transaction         
permitted by Rule 144 under the Securities Act;           

or

[ ]        the Surrendered Notes are being transferred pursuant to an effective 
registration statement under the Securities Act;          

or

[ ]        the Surrendered Notes are being transferred pursuant to an exemption 
         under the Securities Act other than Rule 144A, Rule 144 or Rule 904
     to a Person who is an Institutional Accredited Investor and the
      Transferor further certifies that the Transfer complies with the
        transfer restrictions applicable to beneficial interests in Global
       Notes and Definitive Senior Notes bearing the legend set forth in
  Section 2.06(f) of the Indenture and the requirements of the
        exemption claimed, which certification is supported by (a) if such
          transfer is in respect of a principal amount of Notes at the time of
 Transfer of $100,000 or more, a certificate executed by the
          Transferee in the form of Exhibit C to the Indenture, or (b) if such
          Transfer is in respect of a principal amount of Notes at the time of
       transfer of less than $100,000, (i) a certificate executed in the
       form of Exhibit C to the Indenture and (ii) an Opinion of Counsel
       provided by the Transferor or the Transferee (a copy of which the
       Transferor has attached to this certification) in form reasonably
          satisfactory to the Company and to the Registrar, to the effect that
(1) such                                                  

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    Transfer is in compliance with the Securities Act and (2) such
           Transfer complies with any applicable blue sky securities laws of any
state of the United States;                               

or

[ ]        such transfer is being effected pursuant to an exemption from the    
           registration requirements of the Securities Act other than Rule 144A,
       Rule 144 or Rule 904, and the Transferor hereby further certifies
          that the Notes are being transferred in compliance with the transfer
         restrictions applicable to beneficial interests in the Global Notes
           and Physical Notes bearing the legend set forth in Section 2.06(f) of
  the Indenture and in accordance with the requirements of the
          exemption claimed, which certification is supported by an Opinion of
      Counsel, provided by the transferor or the transferee (a copy of
      which the Transferor has attached to this certification) in form
       reasonably acceptable to the Company and to the Registrar, to the
        effect that such transfer is in compliance with the Securities Act
     and any applicable blue sky securities laws of any state of the
United States;                                            

and the Surrendered Notes are being transferred in compliance with any          
applicable blue sky securities laws of any state of the United States or any    
other applicable jurisdiction.                                                  

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       This certificate and the statements contained herein are made for
your benefit and the benefit of the Company.                                    

                                     [Insert Name of Transferor]

                                             By:________________________________
                     Name:
                      Title:
                      Dated:

cc:        Silver Cinemas International, Inc.                                   

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                                                                       EXHIBIT D

FORM OF CERTIFICATE TO BE DELIVERED BY
INSTITUTIONAL ACCREDITED INVESTORS

                                                          _______________, _____

Norwest Bank Minnesota, National Association, as Registrar                      
Attention: Corporate Trust Department                                           

Ladies and Gentlemen:                                                           

      We are delivering this letter in connection with the purchase of
10-1/2% Senior Subordinated Notes due 2005 (the "Notes") of Silver Cinemas      
International, Inc., a Delaware corporation (the "Company").                    

                   (i) we are an "accredited investor" within the meaning of
          Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933, as
      amended (the "Securities Act"), or an entity in which all of the
       equity owners are accredited investors within the meaning of Rule
501(a)(1), (2), (3) or (7) under the Securities Act (an   
"Institutional Accredited Investor");                     

              (ii) any purchase of Notes by us will be for our own
   account or for the account of one or more other Institutional
Accredited Investors;                                     

                (iii) in the event that we purchase any Notes, we will
        acquire Notes having a minimum purchase price of at least $100,000
        for our own account and for each separate account for which we are
acting;                                                   

                     (iv) we have such knowledge and experience in financial and
       business matters that we are capable of evaluating the merits and
risks of purchasing Notes;                                

           (v) we are not acquiring Notes with a view to any
  distribution thereof in a transaction that would violate the
      Securities Act or the securities laws of any State of the United
    States or any other applicable jurisdiction; provided that the
      disposition of our property and the property of any accounts for
           which we are acting as fiduciary shall remain at all times within our
control; and                                              

                 (vi) we have received a copy of the Offering Memorandum
           relating to the initial offering of the Notes and acknowledge that we
       have had access to such financial and other information, and have
been afforded the opportunity to ask such questions of    
       representatives of the Company and receive answers thereto, as we
       deem necessary in connection with our decision to purchase Notes.

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         We understand that the Notes are being offered in a transaction not
involving any public offering within the meaning of the Securities Act and that 
the Notes have not been registered under the Securities Act, and we agree, on   
our own behalf and on behalf of each account for which we acquire any Notes,    
that such Notes may be offered, resold, pledged or otherwise transferred only   
(i) to a Person whom we reasonably believe to be a qualified institutional buyer
(as defined in Rule 144A under the Securities Act) in a transaction meeting the 
requirements of Rule 144A under the Securities Act, in a transaction meeting the
requirements of Rule 144 under the Securities Act, outside the United States in 
a transaction meeting the requirements of Rule 904 under the Securities Act, or 
in accordance with another exemption from the registration requirements of the  
Securities Act (and based upon an opinion of counsel if the Company so          
requests), (ii) to the Company or (iii) pursuant to an effective registration   
statement under the Securities Act, and in each case, in accordance with any    
applicable securities laws of any State of the United States or any other       
applicable jurisdiction. We understand that the registrar will not be required  
to accept for registration of transfer any Notes, except upon presentation of   
evidence satisfactory to the Company that the foregoing restrictions on transfer
have been complied with.                                                        

We acknowledge that you and the Company will rely upon our
confirmations, acknowledgments and agreements set forth herein, and we agree to 
notify you promptly in writing if any of our representations or warranties      
herein ceases to be accurate and complete.                                      

         THIS LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK.                                              

                                      ______________________________________
                   [Name of Purchaser]

                                        By: ____________________________________
             Name:
              Title:
                Address:

D-2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
		4/15/05		19		134			None on these Dates
		4/15/01		47		124
		4/1/01		113
		4/16/00		46
		4/15/00		119
		10/15/98		112		134
		6/16/98
Filed on:		6/15/98
		4/16/98		15		123
		4/15/98		1		146
		7/2/96		8
									List all Filings