INDENTURE

1
EXHIBIT 4.1

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THE DII GROUP, INC.

8.50% Senior Subordinated Notes due 2007

__________________________________________

INDENTURE

Dated as of September 19, 1997

__________________________________________

CHASE TRUST COMPANY OF CALIFORNIA

Trustee

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TABLE OF CONTENTS

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ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.02. Other Definitions . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 1.03. Incorporation by Reference of Trust Indenture Act . . . . . . 28
SECTION 1.04. Rules of Construction . . . . . . . . . . . . . . . . . . . . 28

ARTICLE II

The Securities

SECTION 2.01. Amount of Securities; Issuable in Series . . . . . . . . . . 29
SECTION 2.02. Form and Dating . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 2.03. Execution and Authentication . . . . . . . . . . . . . . . . 31
SECTION 2.04. Registrar and Paying Agent . . . . . . . . . . . . . . . . . 32
SECTION 2.05. Paying Agent To Hold Money in Trust . . . . . . . . . . . . . 32
SECTION 2.06. Securityholder Lists . . . . . . . . . . . . . . . . . . . . 33
SECTION 2.07. Replacement Securities . . . . . . . . . . . . . . . . . . . 33
SECTION 2.08. Outstanding Securities . . . . . . . . . . . . . . . . . . . 33
SECTION 2.09. Temporary Securities . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.10. Cancelation . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.11. Defaulted Interest . . . . . . . . . . . . . . . . . . . . . 34
SECTION 2.12. CUSIP Numbers . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE III

Redemption

SECTION 3.01. Notices to Trustee . . . . . . . . . . . . . . . . . . . . . 35

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SECTION 3.02. Selection of Securities To Be Redeemed . . . . . . . . . . . 35
SECTION 3.03. Notice of Redemption . . . . . . . . . . . . . . . . . . . . 36
SECTION 3.04. Effect of Notice of Redemption . . . . . . . . . . . . . . . 36
SECTION 3.05. Deposit of Redemption Price . . . . . . . . . . . . . . . . 37
SECTION 3.06. Securities Redeemed in Part . . . . . . . . . . . . . . . . 37

ARTICLE IV

Covenants

SECTION 4.01. Payment of Securities . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.02. SEC Reports . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 4.03. Limitation Debt . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 4.04. Limitation on Restricted Payments . . . . . . . . . . . . . . 39
SECTION 4.05. Limitation on Liens . . . . . . . . . . . . . . . . . . . . . 42
SECTION 4.06. Limitation on Issuance or Sale of Capital Stock of Restricted
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 4.07. Limitation on Asset Sales . . . . . . . . . . . . . . . . . . 42
SECTION 4.08. Limitation on Restrictions on Distributions from Restricted
Subsidiaries . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 4.09. Limitation on Transactions with Affiliates . . . . . . . . . 47
SECTION 4.10. Limitation on Layered Debt . . . . . . . . . . . . . . . . . 49
SECTION 4.11. Designation of Restricted and Unrestricted Subsidiaries . . . 49
SECTION 4.12. Change of Control . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 4.13. Compliance Certificate . . . . . . . . . . . . . . . . . . . 51
SECTION 4.14. Further Instruments and Acts . . . . . . . . . . . . . . . . 52

ARTICLE V

Successor Company . . . . . . . . . 52

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ARTICLE VI

Defaults and Remedies

SECTION 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 6.02. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . 55
SECTION 6.03. Other Remedies . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.04. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . 56
SECTION 6.05. Control by Majority . . . . . . . . . . . . . . . . . . . . . 56
SECTION 6.06. Limitation on Suits . . . . . . . . . . . . . . . . . . . . . 57
SECTION 6.07. Rights of Holders to Receive Payment . . . . . . . . . . . . 57
SECTION 6.08. Collection Suit by Trustee . . . . . . . . . . . . . . . . . 58
SECTION 6.09. Trustee May File Proofs of Claim . . . . . . . . . . . . . . 58
SECTION 6.10. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 6.11. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . 59
SECTION 6.12. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . 59

ARTICLE VII

Trustee

SECTION 7.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 7.02. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 7.03. Individual Rights of Trustee . . . . . . . . . . . . . . . . 62
SECTION 7.04. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . 62
SECTION 7.05. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . 62
SECTION 7.06. Reports by Trustee to Holders . . . . . . . . . . . . . . . . 62
SECTION 7.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . 62
SECTION 7.08. Replacement of Trustee . . . . . . . . . . . . . . . . . . . 63
SECTION 7.09. Successor Trustee by Merger . . . . . . . . . . . . . . . . . 64
SECTION 7.10. Eligibility; Disqualification . . . . . . . . . . . . . . . . 65
SECTION 7.11. Preferential Collection of Claims Against Company . . . . . . 65

ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Securities; Defeasance . . . . . . 65

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SECTION 8.02. Conditions to Defeasance . . . . . . . . . . . . . . . . . . 67
SECTION 8.03. Application to Trust Money . . . . . . . . . . . . . . . . . 68
SECTION 8.04. Repayment to Company . . . . . . . . . . . . . . . . . . . . 68
SECTION 8.05. Indemnity for Government Obligations . . . . . . . . . . . . 68
SECTION 8.06. Reinstatement . . . . . . . . . . . . . . . . . . . . . . . . 69

ARTICLE IX

Amendments

SECTION 9.01. Without Consent of Holders . . . . . . . . . . . . . . . . . 69
SECTION 9.02. With Consent of Holders . . . . . . . . . . . . . . . . . . . 70
SECTION 9.03. Compliance with Trust Indenture Act . . . . . . . . . . . . . 71
SECTION 9.04. Revocation and Effect of Consents and Waivers . . . . . . . . 72
SECTION 9.05. Notation on or Exchange of Securities . . . . . . . . . . . . 72
SECTION 9.06. Trustee To Sign Amendments . . . . . . . . . . . . . . . . . 72
SECTION 9.07. Payment for Consent . . . . . . . . . . . . . . . . . . . . . 73

ARTICLE X

Subordination

SECTION 10.01. Agreement To Subordinate . . . . . . . . . . . . . . . . . . 73
SECTION 10.02. Liquidation, Dissolution, Bankruptcy . . . . . . . . . . . . 73
SECTION 10.03. Default on Senior Debt . . . . . . . . . . . . . . . . . . . 74
SECTION 10.04. Acceleration of Payment of Securities . . . . . . . . . . . . 75
SECTION 10.05. When Distribution Must Be Paid Over . . . . . . . . . . . . . 75
SECTION 10.06. Subrogation . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 10.07. Relative Rights . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 10.08. Subordination May Not Be Impaired by Company . . . . . . . . 75
SECTION 10.09. Rights of Trustee and Paying Agent . . . . . . . . . . . . . 76
SECTION 10.10. Distribution or Notice to Representative . . . . . . . . . . 76

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SECTION 10.11. Article X Not To Prevent Events of Default or Limit Right To 76
Accelerate . . . . . . . . . . . . . . . . . . . . . . .
SECTION 10.12. Trust Moneys Not Subordinated . . . . . . . . . . . . . . . . 76
SECTION 10.13. Trustee Entitled To Rely . . . . . . . . . . . . . . . . . . 77
SECTION 10.14. Trustee To Effectuate Subordination . . . . . . . . . . . . . 77
SECTION 10.15. Trustee Not Fiduciary for Holders of Senior Debt . . . . . . 77
SECTION 10.16. Reliance by Holders of Senior Debt on Subordination Provisions 78

ARTICLE XI

Miscellaneous

SECTION 11.01. Trust Indenture Act Controls . . . . . . . . . . . . . . . . 78
SECTION 11.02. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
SECTION 11.03. Communication by Holders with Other Holders . . . . . . . . . 79
SECTION 11.04. Certificate and Opinion as to Conditions Precedent . . . . . 79
SECTION 11.05. Statements Required in Certificate or Opinion . . . . . . . . 79
SECTION 11.06. When Securities Disregarded . . . . . . . . . . . . . . . . . 80
SECTION 11.07. Rules by Trustee, Paying Agent and Registrar . . . . . . . . 80
SECTION 11.08. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.09. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . 80
SECTION 11.10. No Recourse Against Others . . . . . . . . . . . . . . . . . 81
SECTION 11.11. Successors . . . . . . . . . . . . . . . . . . . . . . . . . 81
SECTION 11.12. Multiple Originals . . . . . . . . . . . . . . . . . . . . . 81
SECTION 11.13. Table of Contents; Headings . . . . . . . . . . . . . . . . . 81

Appendix A Provisions Relating to Initial
Securities and Exchange Securities
Exhibit 1 to
Appendix A Form of Initial Security

Exhibit A Form of Exchange Security

CROSS-REFERENCE TABLE

TIA Indenture
Section Section
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310(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.10
(a)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(a)(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.08;
7.10
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
311(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.11
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
312(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.06
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.03
313(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(b)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.02
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.06
314(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.02;
4.11;
11.02
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(c)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.04
(c)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.05
(f) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.11
315(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.05;
11.02
(c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
(d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7.01
(e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.11
316(a)
(last
sentence) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.06
(a)(1)(A) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.05
(a)(1)(B) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.04
(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . N.A.
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.07
317(a)(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.08

(a)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.09
(b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.05
318(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.01

N.A. Means Not Applicable.

Note: This Cross-Reference Table shall not, for any purposes, be deemed to be
part of this Indenture.
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INDENTURE dated as of September 19,
1997, between THE DII GROUP, INC., a
Delaware corporation (the "Company"), and
CHASE TRUST COMPANY OF CALIFORNIA, as Trustee
(the "Trustee").

Each party agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Company's
8.50% Senior Subordinated Notes due 2007, to be issued, from time to time, in
one or more series as in this Indenture provided (the "Initial Securities")
and, if and when issued pursuant to a registered or private exchange for the
Initial Securities, the Company's 8.50% Senior Subordinated Notes due 2007 (the
"Exchange Securities" and, together with the Initial Securities, the
"Securities"):

ARTICLE I

Definitions and Incorporation by Reference

SECTION 1.01. Definitions.

"Acquired Debt" means Debt of a Person existing at the time
such Person became a Restricted Subsidiary or assumed in connection with the
acquisition of Property and not incurred in connection with or in anticipation
of the transaction or series of related transactions pursuant to which such
Person became a Restricted Subsidiary or such Property was acquired.

"Additional Assets" means (a) any Property (other than cash,
cash equivalents and securities) to be owned by the Company or any Restricted
Subsidiary and used in a Related Business; or (b) Capital Stock of a Person
that becomes a Restricted Subsidiary as a result of the acquisition of such
Capital Stock by the Company or another Restricted Subsidiary from any Person
other than an Affiliate of the Company; provided, however, that, in the case of
clause (b), such Restricted Subsidiary is primarily engaged in a Related
Business.

"Affiliate" of any specified Person means (a) any other
Person, directly or indirectly, controlling or controlled by or under direct or
indirect common control with such specified Person or (b) any other Person who
is a
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director or officer of (i) such specified Person, (ii) any Subsidiary of such
specified Person or (iii) any Person described in clause (a) above. For the
purposes of this definition, "control" when used with respect to any Person
means the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing. For purposes of Sections 4.07 and 4.09 and the
definition of the term "Additional Assets" only, "Affiliate" shall also mean
any beneficial owner of shares representing 5% or more of the total voting
power of the Voting Stock (on a fully diluted basis) of the Company or of
rights or warrants to purchase such Voting Stock (whether or not currently
exercisable) and any Person who would be an Affiliate of any such beneficial
owner pursuant to the first sentence hereof.

"Asset Sale" means any sale, lease, transfer, issuance or
other disposition (or series of related sales, leases, transfers, issuances or
dispositions) by the Company or any Restricted Subsidiary, including any
disposition by means of a merger, consolidation or similar transaction (each
referred to for the purposes of this definition as a "disposition"), of (a) any
shares of Capital Stock of a Restricted Subsidiary (other than directors'
qualifying shares or shares required by applicable law to be held by a Person
other than the Company or any Restricted Subsidiary), (b) all or substantially
all the assets of any division or line of business of the Company or any
Restricted Subsidiary or (c) any other assets of the Company or any Restricted
Subsidiary outside of the ordinary course of business of the Company or such
Restricted Subsidiary (other than, in the case of (a), (b) and (c) above, (i)
any disposition by a Restricted Subsidiary to the Company or by the Company or
a Restricted Subsidiary to a Wholly Owned Subsidiary, (ii) for purposes of
Section 4.07 only, any disposition that constitutes a Restricted Payment
permitted by Section 4.07, (iii) any disposition effected in compliance with
Section 5.01 and (iv) any disposition of Property having, together with other
Property disposed of pursuant to the same transaction or any related
transactions, an aggregate Fair Market Value of less than $5,000,000).

"Attributable Debt" in respect of any Sale and Leaseback
Transaction means, at any date of determination, (a) if such Sale and Leaseback
Transaction is a Capital Lease Obligation, the amount of Debt represented
thereby according to the definition of the term "Capital Lease
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3

Obligation" and (b) in all other instances, the present value (discounted at
the interest rate borne by the Securities, compounded annually) of the total
obligations of the lessee for rental payments during the remaining term of the
lease included in such Sale and Leaseback Transaction (including any period for
which such lease has been extended).

"Average Life" means, as of any date of determination, with
respect to any Debt or Preferred Stock, the quotient obtained by dividing (a)
the sum of the product of the numbers of years (rounded to the nearest
one-twelfth of one year) from the date of determination to the dates of each
successive scheduled principal payment of such Debt or redemption or similar
payment with respect to such Preferred Stock multiplied by the amount of such
payment by (b) the sum of all such payments.

"Board of Directors" means the Board of Directors of the
Company (or, in the case of Section 4.09(iii), the applicable Restricted
Subsidiary) or any committee thereof duly authorized to act on behalf of such
Board.

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

"Business Day" means each day which is not a Legal Holiday.

"Capital Expenditure Debt" means Debt Incurred by any Person
to finance a capital expenditure so long as (a) such capital expenditure is or
should be included as an addition to "Property, plant and equipment" in
accordance with GAAP and (b) such Debt is Incurred within 180 days of the date
such capital expenditure is made.

"Capital Lease Obligations" means any obligation under a lease
that is required to be capitalized for financial reporting purposes in
accordance with GAAP; and the amount of Debt represented by such obligation
shall be the capitalized amount of such obligations determined in accordance
with GAAP; and the Stated Maturity thereof shall be the date of the last
payment of rent or any other amount due under such lease prior to the first
date upon which such lease may be terminated by the lessee without payment of a
penalty. For purposes of Section 4.05, a Capital Lease
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4

Obligation shall be deemed secured by a Lien on the Property being leased.

"Capital Stock" means, with respect to any Person, any and all
shares or other equivalents (however designated) of corporate stock,
partnership interests or any other participation, right, warrant, option or
other interest in the nature of an equity interest in such Person, including
Preferred Stock, but excluding any debt security convertible or exchangeable
into such equity interest.

"Capital Stock Sale Proceeds" means the aggregate Net Cash
Proceeds received by the Company from the issue or sale (other than to a
Subsidiary of the Company or an employee stock ownership plan or trust
established by the Company or any of its Subsidiaries for the benefit of their
employees) by the Company of any class of its Capital Stock (other than
Disqualified Stock) after the Issue Date.

"Change of Control" means the occurrence of any of the
following events:

(a) if any "Person" or "group" (as such terms are used in
Sections 13(d)(3) and 14(d)(2) of the Exchange Act or any successor
provision to either of the foregoing) becomes the "beneficial owner"
(as defined in Rule 13d-3 under the Exchange Act, except that a Person
will be deemed to have "beneficial ownership" of all shares that any
such Person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly
or indirectly, of 35% or more of the total voting power of all classes
of the Voting Stock of the Company; or

(b) the sale, transfer, assignment, lease, conveyance or other
disposition, directly or indirectly, of all or substantially all the
assets of the Company and its Restricted Subsidiaries, considered as a
whole (other than a disposition of such assets as an entirety or
virtually as an entirety to a Wholly Owned Subsidiary) shall have
occurred, or the Company merges, consolidates or amalgamates with or
into any other Person or any other Person merges, consolidates or
amalgamates with or into the Company, in any such event pursuant to a
transaction in which the outstanding Voting Stock of the Company is
reclassified into or exchanged for cash, securities or other Property,
other than any such transaction where (i) the outstanding Voting Stock
of the Company is reclassified into or
13
5

exchanged for Voting Stock of the surviving corporation and (ii) the
holders of the Voting Stock of the Company immediately prior to such
transaction own, directly or indirectly, not less than a majority of
the Voting Stock of the surviving corporation immediately after such
transaction and in substantially the same proportion as before the
transaction; or

(c) during any period of two consecutive years, individuals
who at the beginning of such period constituted the Board of Directors
(together with any new directors whose election or appointment by such
Board or whose nomination for election by the stockholders of the
Company was approved by a vote of 66-2/3% of the directors then still
in office who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved)
cease for any reason to constitute a majority of such Board of
Directors then in office; or

(d) the stockholders of the Company shall have approved any
plan of liquidation or dissolution of the Company.

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

"Company" means the party named as such in this Indenture
until a successor replaces it pursuant to the applicable provisions hereof and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the indenture securities.

"Consolidated Interest Coverage Ratio" means, as of any date
of determination, the ratio of (a) the aggregate amount of EBITDA for the
period of the most recent four consecutive fiscal quarters ending at least 30
days prior to such determination date to (b) Consolidated Interest Expense for
such four fiscal quarters; provided, however, that (i) if the Company or any
Restricted Subsidiary has Incurred any Debt since the beginning of such period
that remains outstanding or if the transaction giving rise to the need to
calculate the Consolidated Interest Coverage Ratio is an Incurrence of Debt, or
both, Consolidated Interest Expense for such period shall be calculated after
giving effect on a pro forma basis to such Debt as if such Debt had been
Incurred on the first day of such period and the discharge
14
6

of any other Debt repaid, repurchased, legally defeased or otherwise discharged
with the proceeds of such new Debt as if such discharge had occurred on the
first day of such period, (ii) if since the beginning of such period the
Company or any Restricted Subsidiary shall have repaid, repurchased, legally
defeased or otherwise discharged any Debt with Capital Stock Sale Proceeds,
Consolidated Interest Expense for such period shall be calculated after giving
effect on a pro forma basis to such discharge as if such discharge had occurred
on the first day of such period, (iii) if since the beginning of such period
the Company or any Restricted Subsidiary shall have made any Asset Sale or if
the transaction giving rise to the need to calculate the Consolidated Interest
Coverage Ratio is an Asset Sale, or both, EBITDA for such period shall be
reduced by an amount equal to the EBITDA (if positive) directly attributable to
the Property which is the subject of such Asset Sale for such period, or
increased by an amount equal to the EBITDA (if negative) directly attributable
thereto for such period, in either case as if such Asset Sale had occurred on
the first day of such period and Consolidated Interest Expense for such period
shall be reduced by an amount equal to the Consolidated Interest Expense
directly attributable to any Debt of the Company or any Restricted Subsidiary
repaid, repurchased, legally defeased or otherwise discharged with respect to
the Company and its continuing Restricted Subsidiaries in connection with such
Asset Sale for such period, as if such Asset Sale had occurred on the first day
of such period (or, if the Capital Stock of any Restricted Subsidiary is sold,
by an amount equal to the Consolidated Interest Expense for such period
directly attributable to the Debt of such Restricted Subsidiary to the extent
the Company and its continuing Restricted Subsidiaries are no longer liable for
such Debt after such sale), (iv) if since the beginning of such period the
Company or any Restricted Subsidiary (by merger or otherwise) shall have made
an Investment in any Restricted Subsidiary (or any Person which becomes a
Restricted Subsidiary) or an acquisition of Property, including any acquisition
of Property occurring in connection with a transaction causing a calculation to
be made hereunder, which constitutes all or substantially all of an operating
unit of a business, EBITDA and Consolidated Interest Expense for such period
shall be calculated after giving pro forma effect thereto (including the
Incurrence of any Debt) as if such Investment or acquisition occurred on the
first day of such period and (v) if since the beginning of such period any
Person (that subsequently became a Restricted Subsidiary or was merged with or
into the Company or any Restricted Subsidiary since the beginning of such
15
7

period) shall have made any Asset Sale, Investment or acquisition of Property
that would have required an adjustment pursuant to clause (iii) or (iv) above
if made by the Company or a Restricted Subsidiary during such period, EBITDA
and Consolidated Interest Expense for such period shall be calculated after
giving pro forma effect thereto as if such Asset Sale, Investment or
acquisition of Property occurred on the first day of such period. For purposes
of this definition, whenever pro forma effect is to be given to an acquisition
of Property, the amount of income or earnings relating thereto and the amount
of Consolidated Interest Expense associated with any Debt incurred in
connection therewith, the pro forma calculations shall be determined in good
faith by a responsible financial or accounting Officer and as further
contemplated by the definition of the term "pro forma". If any Debt bears a
floating rate of interest and is being given pro forma effect, the interest
expense on such Debt shall be calculated as if the rate in effect on the date
of determination had been the applicable rate for the entire period (taking
into account any Interest Rate Agreement applicable to such Debt if such
Interest Rate Agreement has a remaining term in excess of 12 months).

"Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its consolidated Restricted
Subsidiaries, plus, to the extent not included in such total interest expense,
and to the extent Incurred by the Company or its Restricted Subsidiaries, (a)
interest expense attributable to capital leases, (b) amortization of debt
discount and debt issuance cost (other than debt issuance costs incurred in
connection with the offering of the Original Securities, the Registered
Exchange Offer for the Original Securities or the filing of the Shelf
Registration Statement for the Original Securities), (c) capitalized interest,
(d) noncash interest expenses, (e) commissions, discounts and other fees and
charges owed with respect to letters of credit and bankers' acceptance
financing, (f) net costs associated with Hedging Obligations (including
amortization of fees), (g) Redeemable Dividends, (h) Preferred Stock dividends
in respect of all Preferred Stock of Restricted Subsidiaries held by Persons
other than the Company or a Wholly Owned Subsidiary, (i) interest incurred in
connection with Investments in discontinued operations, (j) interest actually
paid on any Debt of any other Person that is Guaranteed by the Company or any
Restricted Subsidiary and (k) the cash contributions to any employee stock
ownership plan or similar trust to the extent such contributions are used by
such plan or trust to
16
8

pay interest or fees to any Person (other than the Company) in connection with
Debt Incurred by such plan or trust.

"Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Subsidiaries; provided,
however, that there shall not be included in such Consolidated Net Income (a)
any net income (loss) of any Person (other than the Company) if such Person is
not a Restricted Subsidiary, except that (i) subject to the exclusion contained
in clause (d) below, the Company's equity in the net income of any such Person
for such period shall be included in such Consolidated Net Income up to the
aggregate amount of cash distributed by such Person during such period to the
Company or a Restricted Subsidiary as a dividend or other distribution
(subject, in the case of a dividend or other distribution to a Restricted
Subsidiary, to the limitations contained in clause (c) below) and (ii) the
Company's equity in a net loss of any such Person other than an Unrestricted
Subsidiary for such period shall be included in determining such Consolidated
Net Income, (b) for the purposes of Section 4.04 only, any net income (loss) of
any Person acquired by the Company or any of its consolidated Subsidiaries in a
pooling of interests transaction for any period prior to the date of such
acquisition, (c) any net income (loss) of any Restricted Subsidiary if such
Restricted Subsidiary is subject to restrictions, directly or indirectly, on
the payment of dividends or the making of distributions, directly or
indirectly, to the Company, except that (i) subject to the exclusion contained
in clause (d) below, the Company's equity in the net income of any such
Restricted Subsidiary for such period shall be included in such Consolidated
Net Income up to the aggregate amount of cash that could have been distributed
by such Restricted Subsidiary consistent with such restriction during such
period to the Company or another Restricted Subsidiary as a dividend or other
distribution (subject, in the case of a dividend or other distribution to
another Restricted Subsidiary, to the limitation contained in this clause) and
(ii) the Company's equity in a net loss of any such Restricted Subsidiary for
such period shall be included in determining such Consolidated Net Income, (d)
any gain (or loss) realized upon the sale or other disposition of any Property
of the Company or any of its consolidated Subsidiaries (including pursuant to
any Sale and Leaseback Transaction) which is not sold or otherwise disposed of
in the ordinary course of business and any gain (or loss) realized upon the
sale or other disposition of any Capital Stock of any Person,
17
9

(e) any extraordinary gain or loss, (f) the cumulative effect of a change in
accounting principles and (g) any noncash compensation expense realized for
grants of performance shares, stock options or other stock awards to officers,
directors and employees of the Company or any Restricted Subsidiary.
Notwithstanding the foregoing, for the purposes of Section 4.04 only, there
shall be excluded from Consolidated Net Income any dividends, repayments of
loans or advances or other transfers of assets from Unrestricted Subsidiaries
to the Company or a Restricted Subsidiary to the extent such dividends,
repayments or transfers increase the amount of Restricted Payments permitted
under Section 4.04 pursuant to clause (c)(iv) thereof.

"Consolidated Net Worth" means the total of the amounts shown
on the consolidated balance sheet of the Company and its Restricted
Subsidiaries as of the end of the most recent fiscal quarter of the Company
ending at least 30 days prior to the taking of any action for the purpose of
which the determination is being made, as (a) the par or stated value of all
outstanding Capital Stock of the Company plus (b) paid-in capital or capital
surplus relating to such Capital Stock plus (c) any retained earnings or earned
surplus less (i) any accumulated deficit and (ii) any amounts attributable to
Disqualified Stock.

"Convertible Subordinated Notes" means the Company's 6%
Convertible Subordinated Notes due 2002, issued on October 11, 1995, in an
aggregate principal amount of $86,250,000.

"Credit Facility" means, with respect to the Company or any
Restricted Subsidiary, one or more debt or commercial paper facilities with
banks or other institutional lenders (including the Senior Credit Agreement)
providing for revolving credit loans, terms loans, receivables or inventory
financing (including through the sale of receivables or inventory to such
lenders or to special purpose, bankruptcy remote entities formed to borrow from
such lenders against such receivables or inventory) or trade letters of credit.

"Currency Exchange Protection Agreement" means, in respect of
a Person, any foreign exchange contract, currency swap agreement, currency
option or other similar agreement or arrangement designed to protect such
Person against fluctuations in currency exchange rates.
18
10

"Debt" means, with respect to any Person on any date of
determination (without duplication), (a) the principal of and premium (if any)
in respect of (i) debt of such Person for money borrowed and (ii) debt
evidenced by notes, debentures, bonds or other similar instruments for the
payment of which such Person is responsible or liable; (b) all Capital Lease
Obligations of such Person and all Attributable Debt in respect of Sale and
Leaseback Transactions entered into by such Person; (c) all obligations of such
Person issued or assumed as the deferred purchase price of Property, all
conditional sale obligations of such Person and all obligations of such Person
under any title retention agreement (but excluding trade accounts payable
arising in the ordinary course of business); (d) all obligations of such Person
for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction (other than obligations with respect
to letters of credit securing obligations (other than obligations described in
(a) through (c) above) entered into in the ordinary course of business of such
Person to the extent such letters of credit are not drawn upon or, if and to
the extent drawn upon, such drawing is reimbursed no later than the third
Business Day following receipt by such Person of a demand for reimbursement
following payment on the letter of credit); (e) the amount of all obligations
of such Person with respect to the redemption, repayment or other repurchase of
any Disqualified Stock or, with respect to any Subsidiary of such Person, any
Preferred Stock (but excluding, in each case, any accrued dividends); (f) all
obligations of the type referred to in clauses (a) through (e) of other Persons
and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor,
guarantor or otherwise, including by means of any Guarantee; (g) all
obligations of the type referred to in clauses (a) through (f) of other Persons
secured by any Lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being
deemed to be the lesser of the value of such Property or the amount of the
obligation so secured; and (h) to the extent not otherwise included in this
definition, Hedging Obligations of such Person. The amount of Debt of any
Person at any date shall be the outstanding balance at such date of all
unconditional obligations as described above and the maximum liability, upon
the occurrence of the contingency giving rise to the obligation, of any
contingent obligations at such date.
19
11

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

"Designated Senior Debt" means any Senior Debt which has, at
the time of determination, an aggregate principal amount outstanding of at
least $25,000,000 (including the amount of all undrawn commitments and matured
and contingent reimbursement obligations pursuant to letters of credit
thereunder) that is specifically designated in the instrument evidencing such
Senior Debt and is designated in a notice delivered by the Company to the
holders or a Representative of the holders of such Senior Debt and in an
Officers' Certificate delivered to the Trustee as "Designated Senior Debt" of
the Company for purposes of this Indenture.

"Disqualified Stock" means, with respect to any Person,
Redeemable Stock of such Person as to which (i) the maturity, (ii) mandatory
redemption or (iii) redemption, conversion or exchange at the option of the
holder thereof, occurs, or may occur, on or prior to the first anniversary of
the Stated Maturity of the Securities; provided, however, that Redeemable Stock
in such Person that would not otherwise be characterized as Disqualified Stock
under this definition shall not constitute Disqualified Stock if such
Redeemable Stock is convertible or exchangeable into Debt solely at the option
of the issuer thereof; provided further, however, that any Capital Stock that
would not constitute Disqualified Stock but for the provisions thereof giving
holders thereof the right to require such Person to repurchase or redeem such
Capital Stock upon the occurrence of an Asset Sale or Change of Control
occurring prior to the Stated Maturity of the Securities shall not constitute
Disqualified Stock if the Asset Sale or Change of Control provisions applicable
to such Capital Stock are no more favorable to the holders of such Capital
Stock than pursuant to Sections 4.07 and 4.12 and such Capital Stock
specifically provides that (a) such Person shall not repurchase or redeem any
such Capital Stock pursuant to such provisions prior to such Person having
repurchased all the Securities that are required to be repurchased pursuant to
such Sections and (b) no default, event of default or similar occurrence under
the terms of such Capital Stock shall result from such Person not so
repurchasing or redeeming any such Capital Stock because of the prohibition
described in the preceding clause (a).
20
12

"EBITDA" means, for any period, an amount equal to, for the
Company and its consolidated Restricted Subsidiaries, (a) the sum of
Consolidated Net Income for such period plus the following to the extent
reducing Consolidated Net Income for such period: (i) the provision for taxes
based on income or profits or utilized in computing net loss, (ii) Consolidated
Interest Expense, (iii) depreciation expense, (iv) amortization of intangibles
and (v) any other noncash items reducing Consolidated Net Income (other than
items that will require cash payments and for which an accrual or reserve is,
or is required by GAAP to be, made), minus (b) all noncash items increasing
Consolidated Net Income for such period. Notwithstanding the foregoing, the
provision for taxes based on the income or profits of, and the depreciation and
amortization of, a Restricted Subsidiary shall be added to Consolidated Net
Income to compute EBITDA only to the extent (and in the same proportion) that
the net income of such Restricted Subsidiary was included in calculating
Consolidated Net Income and only if a corresponding amount would be permitted
at the date of determination to be dividended to the Company by such Restricted
Subsidiary without prior approval (that has not been obtained), pursuant to the
terms of its charter and all agreements, instruments, judgments, decrees,
orders, statutes, rules and governmental regulations applicable to such
Restricted Subsidiary or its stockholders.

"Exchange Act" means the Securities Exchange Act of 1934.

"Fair Market Value" means, with respect to any Property, the
price which could be negotiated in an arm's-length free market transaction, for
cash, between a willing seller and a willing buyer, neither of whom is under
undue pressure or compulsion to complete the transaction.

"GAAP" means United States generally accepted accounting
principles as in effect on the Issue Date, including those set forth (a) in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants, (b) in the statements and
pronouncements of the Financial Accounting Standards Board, (c) in such other
statements by such other entity as approved by a significant segment of the
accounting profession and (d) the rules and regulations of the SEC governing
the inclusion of financial statements (including pro forma financial
statements) in periodic reports required to be filed pursuant to Section 13 of
the
21
13

Exchange Act, including opinions and pronouncements in staff accounting
bulletins and similar written statements from the accounting staff of the SEC.

"Government Obligations" means direct obligations (or
certificates representing an ownership interest in such obligations) of the
United States of America or any state thereof (including any agency or
instrumentality thereof) for the payment of which the full faith and credit of
the United States of America or such state is pledged and which are not
callable or redeemable at the issuer's option, provided that, in the case of
any such state, (a) the long-term debt of such state is rated "A-3" or "A-" or
higher according to Moody's or S&P (or such similar equivalent rating by at
least one "nationally recognized statistical rating organization" (as defined
in Rule 436 under the Securities Act)) and (b) such obligations mature within
365 days of the date of acquisition thereof.

"Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Debt of any other Person and
any obligation, direct or indirect, contingent or otherwise, of such Person (a)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Debt of such other Person (whether arising by virtue of partnership
arrangements, or by agreements to keep-well, to purchase assets, goods,
securities or services, to take-or-pay or to maintain financial statement
conditions or otherwise) or (b) entered into for the purpose of assuring in any
other manner the obligee against loss in respect thereof (in whole or in part);
provided, however, that the term "Guarantee" shall not include (a) endorsements
for collection or deposit in the ordinary course of business or (b) a
contractual commitment by one Person to invest in another Person for so long as
such Investment is reasonably expected to constitute a Permitted Investment
under clause (b) of the definition of "Permitted Investments". The term
"Guarantee" used as a verb has a corresponding meaning.

"Hedging Obligation" of any Person means any obligation of
such Person pursuant to any Interest Rate Agreement, Currency Exchange
Protection Agreement or any other similar agreement or arrangement.

"Holder" or "Securityholder" means the Person in whose name a
Security is registered on the Security Register.
22
14

"Incur" means, with respect to any Debt or other obligation of
any Person, to create, issue, incur (by merger, conversion, exchange or
otherwise), extend, assume, Guarantee or become liable in respect of such Debt
or other obligation or the recording, as required pursuant to GAAP or
otherwise, of any such Debt or obligation on the balance sheet of such Person
(and "Incurrence" and "Incurred" shall have meanings correlative to the
foregoing); provided, however, that a change in GAAP that results in an
obligation of such Person that exists at such time, and is not theretofore
classified as Debt, becoming Debt shall not be deemed an Incurrence of such
Debt; provided further, however, that solely for purposes of determining
compliance with Section 4.03, amortization of debt discount shall not be deemed
to be the Incurrence of Debt, provided that in the case of Debt sold at a
discount, the amount of such Debt Incurred shall at all times be the aggregate
principal amount at Stated Maturity.

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

"Independent Appraiser" means an investment banking firm of
national standing or any third party appraiser of national standing, provided
that such firm or appraiser is not an Affiliate of the Company.

"Interest Rate Agreement" means, for any Person, any interest
rate swap agreement, interest rate cap agreement, interest rate collar
agreement or other similar agreement designed to protect against fluctuations
in interest rates.

"Investment" by any Person means any direct or indirect loan
(other than advances to customers in the ordinary course of business that are
recorded as accounts receivable on the balance sheet of such Person), advance
or other extension of credit or capital contribution (by means of transfers of
cash or other Property (other than, for purposes of the definition of
"Restricted Payment" only, Capital Stock of the Company which is not
Disqualified Stock) to others or payments for Property or services for the
account or use of others, or otherwise) to, or Incurrence of a Guarantee of any
obligation of, or purchase or acquisition of Capital Stock, bonds, notes,
debentures or other securities or evidence of Debt issued by, any other Person.
For purposes of Section 4.11, the definition of "Restricted Payment" and
Section 4.04, "Investment" shall include the portion of the Fair Market Value
of the net
23
15

assets of any Subsidiary of the Company that is proportionate to the Company's
equity interest in such Subsidiary at the time that such Subsidiary is
designated an Unrestricted Subsidiary; provided, however, that upon a
redesignation of such Subsidiary as a Restricted Subsidiary, the Company shall
be deemed to continue to have a permanent "Investment" in an Unrestricted
Subsidiary equal to an amount (if positive) equal to (a) the Company's
"Investment" in such Subsidiary at the time of such redesignation less (b) the
portion of the Fair Market Value of the net assets of such Subsidiary that is
proportionate to the Company's equity interest in such Subsidiary at the time
of such redesignation. In determining the amount of any Investment made by
transfer of any Property other than cash, such Property shall be valued at its
Fair Market Value at the time of such Investment.

"Issue Date" means the date on which the Original Securities
are initially issued.

"Lien" means, with respect to any Property of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement (other than any easement
not materially impairing usefulness or marketability), encumbrance, preference,
priority or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such Property (including any Capital
Lease Obligation, conditional sale or other title retention agreement having
substantially the same economic effect as any of the foregoing or any Sale and
Leaseback Transaction).

"Moody's" means Xxxxx'x Investors Service, Inc. and the
successor to the rating agency business thereof.

"Net Available Cash" from any Asset Sale means cash payments
received therefrom (including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received
in the form of assumption by the acquiring Person of Debt or other obligations
relating to such Properties or received in any other noncash form), in each
case net of (a) all legal, title and recording tax expenses, commissions and
other fees and expenses incurred, and all Federal, state, provincial, foreign
and local taxes required to be accrued as a liability under GAAP, as a
consequence of such Asset Sale, (b) all payments made on any Debt which is
secured by any Property subject to such Xxxxx
00
00

Sale, in accordance with the terms of any Lien upon or other security agreement
of any kind with respect to such Property, or which must by its terms, or in
order to obtain a necessary consent to such Asset Sale, or by applicable law,
be repaid out of the proceeds from such Asset Sale, (c) all distributions and
other payments required to be made to minority interest holders in Subsidiaries
or joint ventures as a result of such Asset Sale and (d) the deduction of
appropriate amounts provided by the seller as a reserve, in accordance with
GAAP, against any liabilities associated with the Property disposed in such
Asset Sale and retained by the Company or any Restricted Subsidiary after such
Asset Sale.

"Net Cash Proceeds" means, with respect to any issuance or
sale of Capital Stock, the cash proceeds of such issuance or sale, net of
attorneys' fees, accountants' fees, underwriters' or placement agents' fees,
discounts or commissions and brokerage, consultant and other fees actually
incurred in connection with such issuance or sale and net of taxes paid or
payable as a result thereof.

"Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Vice President of the Company.

"Officers' Certificate" means a certificate signed by two
Officers of the Company, at least one of whom shall be the principal executive
officer, principal financial officer or principal accounting officer of the
Company, and delivered to the Trustee.

"Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee. The counsel may be an employee of or
counsel to the Company or the Trustee.
25
17

"Permitted Debt" means:

(a) Debt under the Credit Facility, provided that the
aggregate principal amount of all such Debt under the Credit Facility,
together with all Debt Incurred pursuant to clause (k) of this
paragraph in respect of Debt previously Incurred pursuant to this
clause (a), at any one time outstanding does not exceed the greater of
(i) $80,000,000, which amount shall be permanently reduced by the
amount of Net Available Cash used to repay Debt under the Credit
Facility, and not subsequently reinvested in Additional Assets or used
to purchase Securities, pursuant to Section 4.07, and (ii) the sum of
(A) 75% of the book value of the inventory of the Company and its
Restricted Subsidiaries and (B) 85% of the book value of the accounts
receivable of the Company and its Restricted Subsidiaries, in each
case as of the end of the most recent fiscal quarter (ending at least
30 days prior to the date of determination) for which financial
statements of the Company have been provided to the holders of
Securities pursuant to Section 4.02;

(b) Capital Expenditure Debt, provided that (i) the aggregate
principal amount of such Debt does not exceed the Fair Market Value
(on the date of the Incurrence thereof) of the Property acquired,
constructed or leased and (ii) after giving pro forma effect to the
Incurrence of such Debt, the Company would have been able to Incur
$1.00 of additional Debt pursuant to Section 4.03(a)(i);

(c) Debt of the Company owing to and held by any Wholly Owned
Subsidiary or Debt of any Restricted Subsidiary issued to and held by
the Company or any Wholly Owned Subsidiary; provided, however, that
any subsequent issue or transfer of Capital Stock or other event that
results in any such Wholly Owned Subsidiary ceasing to be a Wholly
Owned Subsidiary or any subsequent transfer of any such Debt (except
to the Company or a Wholly Owned Subsidiary) shall be deemed, in each
case, to constitute the Incurrence of such Debt by the issuer thereof;

(d) Debt under Interest Rate Agreements entered into by the
Company or any Restricted Subsidiary for the purpose of limiting
interest rate risk in the ordinary course of the financial management
of the Company or such Restricted Subsidiary and not for speculative
purposes, provided that the obligations
26
18

under such agreements are directly related to payment obligations on
Debt otherwise permitted by the terms of Section 4.03;

(e) Debt under Currency Exchange Protection Agreements
entered into by the Company or any Restricted Subsidiary for the
purpose of limiting currency exchange rate risks directly related to
transactions entered into by the Company or such Restricted Subsidiary
in the ordinary course of business and not for speculative purposes;

(f) Acquired Debt, provided that after giving pro forma
effect to the Incurrence of such Debt, the Company would have been
able to Incur $1.00 of additional Debt pursuant to Section 4.03(a)(i);

(g) Debt in connection with one or more standby letters of
credit or performance, surety or appeal bonds issued in the ordinary
course of business or pursuant to self-insurance obligations and not
in connection with the borrowing of money or the obtaining of advances
or credit;

(h) Debt outstanding on the Issue Date not otherwise
described in clauses (a) through (g) above;

(i) Debt in an aggregate principal amount, together with all
other Permitted Debt of Restricted Subsidiaries (other than under
clause (j) below), at any one time outstanding not to exceed the
product of 2.0 times the aggregate amount of EBITDA for the period of
the most recent four consecutive fiscal quarters ending at least 30
days prior to the date such Debt is Incurred, provided that, after
giving pro forma effect to the Incurrence of such Debt, the Company
would have been able to incur $1.00 of additional Debt pursuant to
Section 4.03(a)(i);

(j) Debt in an aggregate principal amount at any one time
outstanding not to exceed $50,000,000;

(k) Permitted Refinancing Debt Incurred in respect of Debt
Incurred pursuant to Section 4.03(a)(i) or (ii) or clause (a), (b),
(f) or (h) above, subject, in the case of clause (a) above, to the
limitation set forth in the proviso thereto; and
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19

(l) Debt consisting of obligations in respect of purchase
price adjustments, indemnities or Guarantees of the same or similar
matters in connection with the acquisition or disposition of Property.

"Permitted Investment" means any Investment by the Company or
a Restricted Subsidiary in (a) any Restricted Subsidiary or any Person that
will, upon the making of such Investment, become a Restricted Subsidiary,
provided that the primary business of such Restricted Subsidiary is a Related
Business; (b) any Person if as a result of such Investment such Person is
merged or consolidated with or into, or transfers or conveys all or
substantially all its Property to, the Company or a Restricted Subsidiary,
provided that such Person's primary business is a Related Business; (c)
Temporary Cash Investments; (d) receivables owing to the Company or a
Restricted Subsidiary, if created or acquired in the ordinary course of
business and payable or dischargeable in accordance with customary trade terms;
provided, however, that such trade terms may include such concessionary trade
terms as the Company or such Restricted Subsidiary deems reasonable under the
circumstances; (e) payroll, travel and similar advances to cover matters that
are expected at the time of such advances ultimately to be treated as expenses
for accounting purposes and that are made in the ordinary course of business;
(f) loans and advances to employees made in the ordinary course of business
consistent with past practices of the Company or such Restricted Subsidiary, as
the case may be, provided that such loans and advances do not exceed $5,000,000
at any one time outstanding; (g) stock, obligations or other securities
received in settlement of debts created in the ordinary course of business and
owing to the Company or a Restricted Subsidiary or in satisfaction of
judgments; (h) any Person to the extent such Investment represents the noncash
portion of the consideration received in connection with an Asset Sale
consummated in compliance with Section 4.07 and (i) other Investments made for
Fair Market Value that do not exceed $10,000,000 outstanding at any one time in
the aggregate.

"Permitted Liens" means:

(a) Liens securing Senior Debt;

(b) Liens to secure Permitted Debt permitted to be Incurred
under clause (a) of the definition thereof;
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20

(c) Liens to secure Permitted Debt permitted to be Incurred
under clause (b) of the definition thereof, provided that any such
Lien may not extend to any Property of the Company or any Restricted
Subsidiary, other than the Property acquired, constructed or leased
with the proceeds of such Permitted Debt and any improvements or
accessions to such Property;

(d) Liens for taxes, assessments or governmental charges or
levies on the Property of the Company or any Restricted Subsidiary if
the same shall not at the time be delinquent or thereafter can be paid
without penalty, or are being contested in good faith and by
appropriate proceedings, provided that any reserve or other
appropriate provision that shall be required in conformity with GAAP
shall have been made therefor;

(e) Liens imposed by law, such as carriers', warehousemen's
and mechanics' Liens and other similar Liens on the Property of the
Company or any Restricted Subsidiary arising in the ordinary course of
business and securing payment of obligations which are not more than
60 days past due after notice thereof or are being contested in good
faith and by appropriate proceedings;

(f) Liens on the Property of the Company or any Restricted
Subsidiary Incurred in the ordinary course of business to secure
performance of obligations with respect to statutory or regulatory
requirements, performance or return-of-money bonds, surety bonds or
other obligations of a like nature and Incurred in a manner consistent
with industry practice, in each case which are not Incurred in
connection with the borrowing of money, the obtaining of advances or
credit or the payment of the deferred purchase price of Property and
which do not in the aggregate impair in any material respect the use
of Property in the operation of the business of the Company and its
Restricted Subsidiaries taken as a whole;

(g) Liens securing Acquired Debt; provided, however, that any
such Lien may not extend to any Property of the Company or any
Restricted Subsidiary, other than the Property secured at the time
such Acquired Debt was Incurred by the Company or a Restricted
Subsidiary and other than Property of any Restricted Subsidiary which
is a direct Subsidiary of the Restricted Subsidiary, if any, which
Incurred such Acquired Debt; provided further, however, that any such
Lien shall not have
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21

been Incurred in anticipation of or in connection with the transaction
or series of transactions pursuant to which such Acquired Debt was so
Incurred;

(h) pledges or deposits by the Company or any Restricted
Subsidiary under workmen's compensation laws, unemployment insurance
laws or similar legislation, or good faith deposits in connection with
bids, tenders, contracts (other than for the payment of Debt) or
leases to which the Company or any Restricted Subsidiary is party, or
deposits to secure public or statutory obligations of the Company, or
deposits for the payment of rent, in each case Incurred in the
ordinary course of business;

(i) easements, building restrictions and such other
encumbrances or charges against real Property as are of a nature
generally existing with respect to properties of a similar character;

(j) Liens incurred to secure appeal bonds and judgment and
attachment Liens, in each case in connection with litigation or legal
proceedings that are being contested in good faith by appropriate
proceedings so long as reserves have been established to the extent
required by GAAP as in effect at such time and so long as such Liens
do not encumber assets by an aggregate amount (together with the
amount of any unstayed judgments against the Company or any Restricted
Subsidiary) in excess of $10,000,000;

(k) Liens existing on the Issue Date not otherwise described
in clauses (a) through (j) above;

(l) Liens not otherwise described in clauses (a) through (k)
above on the Property of any Restricted Subsidiary to secure any Debt
permitted to be Incurred by such Restricted Subsidiary pursuant to
Section 4.03; and

(m) Liens on the Property of the Company or any Restricted
Subsidiary to secure any Refinancing, in whole or in part, of any Debt
secured by Liens referred to in clause (a), (b), (c), (g), (k) or (l);
provided, however, that any such Lien shall be limited to all or part
of the same Property that secured the original Lien (together with
improvements and accessions to such Property) and the aggregate
principal amount of Debt that is secured by such Lien shall not be
increased to
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22

an amount greater than the sum of (i) the outstanding principal
amount, or, if greater, the committed amount, of the Debt secured by
Liens described under clause (a), (b), (c), (g), (k) or (l) at the
time the original Lien became a Permitted Lien under this Indenture
and (ii) an amount necessary to pay any premiums, fees and other
expenses incurred by the Company or any Restricted Subsidiary in
connection with such Refinancing.

"Permitted Refinancing Debt" means any Debt that Refinances
any other Debt, including any successive Refinancings, so long as (a) such Debt
is in an aggregate principal amount (or if Incurred with original issue
discount, an aggregate issue price) not in excess of the sum of (i) the
aggregate principal amount (or if Incurred with original issue discount, the
aggregate accreted value) then outstanding of the Debt being Refinanced and
(ii) an amount necessary to pay any fees and expenses, including premiums and
defeasance costs, related to such Refinancing, (b) the Average Life of such
Debt is equal to or greater than the Average Life of the Debt being Refinanced,
(c) the Stated Maturity of such Debt is no earlier than the Stated Maturity of
the Debt being Refinanced and (d) such Debt is subordinated in right of payment
to Senior Debt or the Securities to at least the same extent, if any, as the
Debt being Refinanced; provided, however, that Permitted Refinancing Debt shall
not include (A) Debt of a Subsidiary that Refinances Debt of the Company or (B)
Debt of the Company or a Restricted Subsidiary that Refinances Debt of an
Unrestricted Subsidiary.

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

"Preferred Stock" means any Capital Stock of a Person, however
designated, which entitles the holder thereof to a preference with respect to
the payment of dividends, or as to the distribution of assets upon any
voluntary or involuntary liquidation or dissolution of such Person, over shares
of any other class of Capital Stock issued by such Person.

"principal" of any Indebtedness (including the Securities)
means the principal amount of such Indebtedness plus the premium, if any, on
such Indebtedness.
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23

"pro forma" means, with respect to any calculation made or
required to be made pursuant to the terms hereof, a calculation performed in
accordance with Article 11 of Regulation S-X promulgated under the Securities
Act, as interpreted by the Company after consultation with the independent
certified public accountants of the Company.

"Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person.

"Public Equity Offering" means an underwritten primary public
offering of common stock of the Company pursuant to an effective registration
statement under the Securities Act.

"Redeemable Dividend" means, for any dividend in respect of
Redeemable Stock, the quotient of such dividend divided by the difference
between one and the maximum statutory Federal income tax rate (expressed as a
decimal number between 1 and 0) then applicable to the issuer of such
Redeemable Stock.

"Redeemable Stock" means, with respect to any Person, any
Capital Stock that by its terms (or by the terms of any security into which it
is convertible or for which it is exchangeable) or otherwise (a) matures or is
mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (b)
is or may become redeemable or repurchaseable at the option of the holder
thereof, in whole or in part, or (c) is convertible or exchangeable for Debt or
Disqualified Stock.

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

"Related Business" means any business, related, ancillary or
complementary to the businesses of the Company and the Restricted Subsidiaries
on the Issue Date.

"Representative" means the trustee, agent or representative
expressly authorized to act in such capacity, if any, for an issue of Senior
Debt.
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"Restricted Payment" means (a) any dividend or distribution
(whether made in cash, securities or other Property) declared or paid on or
with respect to any shares of Capital Stock of the Company or any Restricted
Subsidiary (including any payment in connection with any merger or
consolidation with or into the Company or any Restricted Subsidiary), except
for any dividend or distribution which is made solely to the Company or a
Restricted Subsidiary (and, if such Restricted Subsidiary is not a Wholly Owned
Subsidiary, to the other shareholders of such Restricted Subsidiary on a pro
rata basis or on a basis that results in the receipt by the Company or a
Restricted Subsidiary of dividends or distributions of greater value than it
would receive on a pro rata basis) or any dividend or distribution payable
solely in shares of Capital Stock (other than Redeemable Stock) of the Company;
(b) the purchase, repurchase, redemption, acquisition or retirement for value
of any Capital Stock of the Company or any Affiliate of the Company (other than
a Restricted Subsidiary) or any securities exchangeable for or convertible into
any such Capital Stock, including the exercise of any option to exchange any
Capital Stock (other than for or into Capital Stock of the Company that is not
Disqualified Stock); (c) the purchase, redemption, repurchase, defeasance,
acquisition or retirement for value, prior to any scheduled maturity, scheduled
sinking fund or mandatory redemption payment, of any Subordinated Obligation
(other than the purchase, repurchase or other acquisition of any Subordinated
Obligation purchased in anticipation of satisfying a sinking fund obligation,
principal installment or final maturity, in each case due within one year of
the date of acquisition); or (d) any Investment (other than Permitted
Investments) in any Person.

"Restricted Subsidiary" means (a) any Subsidiary of the
Company in existence on or after the Issue Date unless such Subsidiary shall
have been designated an Unrestricted Subsidiary as permitted or required
pursuant Section 4.11 and (b) an Unrestricted Subsidiary which is redesignated
as a Restricted Subsidiary as permitted pursuant to Section 4.11.

"S&P" means Standard & Poor's Ratings Service or the successor
to the rating agency business thereof.

"Sale and Leaseback Transaction" means any arrangement
relating to Property now owned or hereafter acquired whereby the Company or a
Restricted Subsidiary
33
25

transfers such Property to another Person and the Company or a Restricted
Subsidiary leases it from such Person.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933.

"Senior Credit Agreement" means the loan agreement dated as of
April 4, 1996, as amended through the Issue Date, among the Company, The Chase
Manhattan Bank, Xxxxxx Trust and Savings Bank, NBD Bank and Norwest Bank of
Colorado, National Association, as agent.

"Senior Debt" means (a) all obligations consisting of the
principal, premium, if any, and accrued and unpaid interest (including interest
accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company to the extent postfiling interest is
allowed in such proceeding) in respect of (i) Debt of the Company for borrowed
money and (ii) Debt of the Company evidenced by notes, debentures, bonds or
other similar instruments permitted under this Indenture for the payment of
which the Company is responsible or liable; (b) all Capital Lease Obligations
of the Company; (c) all obligations of the Company (i) for the reimbursement of
any obligor on any letter of credit, bankers' acceptance or similar credit
transaction, (ii) under Hedging Obligations or (iii) issued or assumed as the
deferred purchase price of Property and all conditional sale obligations of the
Company and all obligations under any title retention agreement permitted under
this Indenture; and (d) all obligations of other Persons of the type referred
to in clauses (a) and (b) for the payment of which the Company is responsible
or liable as Guarantor; provided, however, that Senior Debt does not include
(A) Debt of the Company that is by its terms subordinate or pari passu in right
of payment to the Securities, including any Senior Subordinated Debt or any
Subordinated Obligations; (B) any Debt Incurred in violation of the provisions
of this Indenture; (C) accounts payable or any other obligations of the Company
to trade creditors created or assumed by the Company in the ordinary course of
business in connection with the obtaining of materials or services (including
Guarantees thereof or instruments evidencing such liabilities); (D) any
liability for Federal, state, local or other taxes owed or owing by the
Company; (E) any obligation of the Company to any Subsidiary; or (F) any
obligations with respect to any Capital Stock.
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26

"Senior Subordinated Debt" means the Securities and any other
subordinated Debt of the Company that specifically provides that such Debt is
to rank pari passu with the Securities and is not subordinated by its terms to
any other subordinated Debt or other obligation of the Company which is not
Senior Debt.

"Significant Subsidiary" means any Restricted Subsidiary that
would be a "Significant Subsidiary" of the Company within the meaning of Rule
1-02 under Regulation S-X promulgated by the SEC, substituting 20% for 10% each
place it appears therein.

"Stated Maturity" means, with respect to any security, the
date specified in such security as the fixed date on which the payment of
principal of such security is due and payable, including pursuant to any
mandatory redemption provision (but excluding any provision providing for the
repurchase of such security at the option of the holder thereof upon the
happening of any contingency beyond the control of the issuer unless such
contingency has occurred).

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

"Subsidiary" of any specified Person means any corporation,
partnership, joint venture, association or other business entity, whether now
existing or hereafter organized or acquired, (a) in the case of a corporation,
of which at least 50% of the total voting power of the Voting Stock is held by
such first-named Person or any of its Subsidiaries and such first-named Person
or any of its Subsidiaries has the power to direct the management, policies and
affairs thereof; or (b) in the case of a partnership, joint venture,
association, or other business entity, with respect to which such first-named
Person or any of its Subsidiaries has the power to direct or cause the
direction of the management and policies of such entity by contract or
otherwise if in accordance with GAAP such entity is consolidated with the
first-named Person for financial statement purposes.

"Temporary Cash Investments" means any of the following: (a)
Investments in Government Obligations, (b) Investments in time deposit
accounts, certificates of
35
27

deposit and money market deposits maturing within 180 days of the date of
acquisition thereof issued by a bank or trust company which is organized under
the laws of the United States of America or any state thereof or any foreign
country recognized by the United States of America, which bank or trust company
has capital, surplus and undivided profits aggregating in excess of
$500,000,000 or its foreign currency equivalent and a long-term debt rating
"A-3" or "A-" or higher according to Xxxxx'x or S&P (or such similar equivalent
rating by at least one "nationally recognized statistical rating organization"
(as defined in Rule 436 under the Securities Act)), (c) repurchase obligations
with a term of not more than 30 days for underlying securities of the types
described in clause (a) entered into with a bank meeting the qualifications
described in clause (b) above, (d) Investments in commercial paper, maturing
not more than 90 days after the date of acquisition, issued by a corporation
(other than an Affiliate of the Company) organized and in existence under the
laws of the United States of America with a rating at the time as of which any
Investment therein is made of "P-1" (or higher) according to Xxxxx'x or "A-1"
(or higher) according to S&P (or such similar equivalent rating by at least one
"nationally recognized statistical rating organization" (as defined in Rule 436
under the Securities Act)) and (e) Investments in money market funds all of
whose assets are comprised of securities of the types described in clauses (a)
through (d) above.

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

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

"Trust Officer" means the President or any other officer or
assistant officer of the Trustee assigned by the Trustee to administer the
corporate trust matters hereunder.

"Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

"Unrestricted Subsidiary" means (a) any Subsidiary of the
Company in existence on the Issue Date that is not a Restricted Subsidiary; (b)
any Subsidiary of an Unrestricted Subsidiary; and (c) any Subsidiary of the
Company that is designated after the Issue Date as an Unrestricted Subsidiary
as permitted pursuant to Section 4.11 and not
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28

thereafter redesignated as a Restricted Subsidiary as permitted pursuant
thereto.

"Voting Stock" of a corporation means all classes of Capital
Stock of such corporation then outstanding and normally entitled (without
regard to the occurrence of any contingency) to vote in the election of
directors, managers or trustees thereof.

"Wholly Owned Subsidiary" means, at any time, a Restricted
Subsidiary all the Voting Stock of which (except directors' qualifying shares)
is at such time owned, directly or indirectly, by the Company and its other
Wholly Owned Subsidiaries.

SECTION 1.02. Other Definitions.

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

"Affiliate Transaction" . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.09

"Bankruptcy Law" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01

"Change of Control Offer" . . . . . . . . . . . . . . . . . . . . . . . . . . 4.12

"Change of Control Payment Date" . . . . . . . . . . . . . . . . . . . . . . 4.12

"Change of Control Purchase Price" . . . . . . . . . . . . . . . . . . . . . 4.12

"covenant defeasance option" . . . . . . . . . . . . . . . . . . . . . . . . 8.01

"Custodian" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01

"Event of Default" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.01

"Exchange Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix A

"Global Security" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Appendix A

"legal defeasance option" . . . . . . . . . . . . . . . . . . . . . . . . . . 8.01

"Legal Holiday" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11.08

"Offer Amount" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07

"Offer Period" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07

"OID" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.01

"Original Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.01

"pay the Securities" . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03

"Paying Agent" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04

"Payment Blockage Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03

"Payment Blockage Period" . . . . . . . . . . . . . . . . . . . . . . . . . . 10.03

"Prepayment Offer" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07

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29

"Prepayment Offer Notice" . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07

"Purchase Date" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.07

"Registered Exchange Offer . . . . . . . . . . . . . . . . . . . . . . . . . Appendix A

"Shelf Registration statement . . . . . . . . . . . . . . . . . . . . . . . . Appendix A

"Registrar" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.04

"Surviving Person" . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.01

SECTION 1.03. Incorporation by Reference of Trust Indenture
Act. This Indenture is subject to the mandatory provisions of the TIA which
are incorporated by reference in and made a part of this Indenture. The
following TIA terms have the following meanings:

"Commission" means the SEC.

"indenture securities" means the Securities.

"indenture security holder" means a Securityholder.

"indenture to be qualified" means this Indenture.

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

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

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
have the meanings assigned to them by such definitions.

SECTION 1.04. Rules of Construction. Unless the context
otherwise requires:

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

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

(3) "or" is not exclusive;

(4) "including" means including without limitation;
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30

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

(6) unsecured Debt shall not be deemed to be subordinate or
junior to secured Debt merely by virtue of its nature as unsecured
Debt;

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

(8) the principal amount of any Preferred Stock shall be the
greater of (i) the maximum liquidation value of such Preferred Stock
or (ii) the maximum mandatory redemption or mandatory repurchase price
with respect to such Preferred Stock.

ARTICLE II

The Securities

SECTION 2.01. Amount of Securities; Issuable in Series. The
aggregate principal amount of Securities which may be authenticated and
delivered under this Indenture is $200,000,000. All Securities shall be
identical in all respects other than issue prices and issuance dates. The
Securities may be issued in one or more series; provided, however, that any
Securities issued with original issue discount ("OID") for Federal income tax
purposes shall not be issued as part of the same series as any Securities that
are issued with a different amount of OID or are not issued with OID. All
Securities of any one series shall be substantially identical except as to
denomination.

Subject to Section 2.03, the Trustee shall authenticate
Securities for original issue on the Issue Date in the aggregate principal
amount of $150,000,000 (the "Original Securities"). With respect to any
Securities issued after the Issue Date (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for, or in lieu of,
Original Securities pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix
A), there shall be established in or pursuant to a resolution of the Board of
Directors, and subject to Section 2.03, set forth, or determined in the manner
provided in an Officers' Certificate, or established in one or more indentures
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31

supplemental hereto, prior to the issuance of such Securities:

(1) whether such Securities shall be issued as part of a new
or existing series of Securities and the title of such Securities
(which shall distinguish the Securities of the series from Securities
of any other series);

(2) the aggregate principal amount of such Securities which
may be authenticated and delivered under this Indenture, which shall
be in aggregate principal amounts of not less than $10,000,000 per
issuance and not to exceed $50,000,000 in the aggregate (except for
Securities authenticated and delivered upon registration of transfer
of, or in exchange for, or in lieu of, other Securities of the same
series pursuant to Section 2.07, 2.08, 2.09 or 3.06 or Appendix A and
except for Securities which, pursuant to Section 2.03, are deemed
never to have been authenticated and delivered hereunder);

(3) the issue price and issuance date of such Securities,
including the date from which interest on such Securities shall
accrue;

(4) if applicable, that such Securities shall be issuable in
whole or in part in the form of one or more Global Securities and, in
such case, the respective depositories for such Global Securities, the
form of any legend or legends which shall be borne by any such Global
Security in addition to or in lieu of that set forth in Exhibit 1 to
Appendix A and any circumstances in addition to or in lieu of those
set forth in Section 2.3 of Appendix A in which any such Global
Security may be exchanged in whole or in part for Securities
registered, and any transfer of such Global Security in whole or in
part may be registered, in the name or names of Persons other than the
depository for such Global Security or a nominee thereof; and

(5) if applicable, that such Securities shall not be issued in
the form of Initial Securities subject to Appendix A, but shall be
issued in the form of Exchange Securities as set forth in Exhibit A.

If any of the terms of any series are established by action
taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action
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32

shall be certified by the Secretary or any Assistant Secretary of the Company
and delivered to the Trustee at or prior to the delivery of the Officers'
Certificate or the trust indenture supplementary thereto setting forth the
terms of the series.

SECTION 2.02. Form and Dating. Provisions relating to the
Initial Securities of each series and the Exchange Securities are set forth in
Appendix A, which is hereby incorporated in and expressly made part of this
Indenture. The Initial Securities of each series and the Trustee's certificate
of authentication shall be substantially in the form of Exhibit 1 to Appendix A
which is hereby incorporated in and expressly made a part of this Indenture.
The Exchange Securities and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A, which is hereby incorporated in and
expressly made a part of this Indenture. The Securities of each series may
have notations, legends or endorsements required by law, stock exchange rule,
agreements to which the Company is subject, if any, or usage, provided that any
such notation, legend or endorsement is in a form reasonably acceptable to the
Company. Each Security shall be dated the date of its authentication. The
terms of the Securities of each series set forth in Exhibit 1 to Appendix A and
Exhibit A are part of the terms of this Indenture.

SECTION 2.03. Execution and Authentication. Two Officers
shall sign the Securities for the Company by manual or facsimile signature.
The Company's seal shall be impressed, affixed, imprinted or reproduced on the
Securities and may be in facsimile form.

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

At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Securities of any series
executed by the Company to the Trustee for authentication, together with a
written order of the Company in the form of an Officers' Certificate for the
authentication and delivery of such Securities, and the Trustee in accordance
with such written order of the Company shall authenticate and deliver such
Securities.

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

The Trustee may appoint an authenticating agent reasonably
acceptable to the Company to authenticate the Securities. Unless limited by
the terms of such appointment, an authenticating agent may authenticate
Securities whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as any Registrar, Paying Agent or
agent for service of notices and demands.

SECTION 2.04. Registrar and Paying Agent. The Company shall
maintain an office or agency where Securities may be presented for registration
of transfer or for exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent"). The Registrar
shall keep a register of the Securities and of their transfer and exchange.
The Company may have one or more co-registrars and one or more additional
paying agents. The term "Paying Agent" includes any additional paying agent.

The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement
the provisions of this Indenture that relate to such agent. The Company shall
notify the Trustee of the name and address of any such agent. If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall act as such
and shall be entitled to appropriate compensation therefor pursuant to Section
7.07. The Company or any of its domestically incorporated Wholly Owned
Subsidiaries may act as Paying Agent, Registrar, co-registrar or transfer
agent.

The Company initially appoints the Trustee as Registrar and
Paying Agent in connection with the Securities.

SECTION 2.05. Paying Agent To Hold Money in Trust. Prior to
each due date of the principal and interest on any Security, the Company shall
deposit with the Paying Agent a sum sufficient to pay such principal and
interest when so becoming due. The Company shall require each Paying Agent
(other than the Trustee) to agree in writing that the Paying Agent shall hold
in trust for the benefit of
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Securityholders or the Trustee all money held by the Paying Agent for the
payment of principal of or interest on the Securities and shall notify the
Trustee of any default by the Company in making any such payment. If the
Company or a Wholly Owned Subsidiary acts as Paying Agent, it shall segregate
the money held by it as Paying Agent and hold it as a separate trust fund. The
Company at any time may require a Paying Agent to pay all money held by it to
the Trustee and to account for any funds disbursed by the Paying Agent. Upon
complying with this Section, the Paying Agent shall have no further liability
for the money delivered to the Trustee.

SECTION 2.06. Securityholder Lists. The Trustee shall
preserve in as current a form as is reasonably practicable the most recent list
available to it of the names and addresses of Securityholders. If the Trustee
is not the Registrar, the Company shall furnish to the Trustee, in writing at
least five Business Days before each interest payment date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of
Securityholders.

SECTION 2.07. Replacement Securities. If a mutilated
Security is surrendered to the Registrar or if the Holder of a Security claims
that such Security has been lost, destroyed or wrongfully taken, the Company
shall issue and the Trustee shall authenticate a replacement Security if the
requirements of Section 8-405 of the Uniform Commercial Code are met and the
Holder satisfies any other reasonable requirements of the Trustee. If required
by the Trustee or the Company, such Holder shall furnish an indemnity bond
sufficient in the judgment of the Company and the Trustee to protect the
Company, the Trustee, the Paying Agent, the Registrar and any co-registrar from
any loss which any of them may suffer if a Security is replaced. The Company
and the Trustee may charge the Holder for their expenses in replacing a
Security.

Every replacement Security is an additional obligation of the
Company.

SECTION 2.08. Outstanding Securities. Securities outstanding
at any time are all Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancelation and those described in
this Section as not outstanding. A Security does not cease to be outstanding
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because the Company or an Affiliate of the Company holds the Security.

If a Security is replaced pursuant to Section 2.07, it ceases
to be outstanding unless the Trustee and the Company receive proof satisfactory
to them that the replaced Security is held by a bona fide purchaser.

If the Paying Agent segregates and holds in trust, in
accordance with this Indenture, on a redemption date or maturity date money
sufficient to pay all principal and interest payable on that date with respect
to the Securities (or portions thereof) to be redeemed or maturing, as the case
may be, and the Paying Agent is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture, then on
and after that date such Securities (or portions thereof) cease to be
outstanding and interest on them ceases to accrue.

SECTION 2.09. Temporary Securities. Until definitive
Securities are ready for delivery, the Company may prepare and the Trustee
shall authenticate temporary Securities. Temporary Securities shall be
substantially in the form of definitive Securities but may have variations that
the Company considers appropriate for temporary Securities. Without
unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Securities and deliver them in exchange for temporary
Securities.

SECTION 2.10. Cancelation. The Company at any time may
deliver Securities to the Trustee for cancelation. The Registrar and the
Paying Agent shall forward to the Trustee any Securities surrendered to them
for registration of transfer, exchange or payment. The Trustee and no one else
shall cancel and destroy (subject to the record retention requirements of the
Exchange Act) all Securities surrendered for registration of transfer,
exchange, payment or cancelation and deliver a certificate of such destruction
to the Company unless the Company directs the Trustee to deliver canceled
Securities to the Company. The Company may not issue new Securities to replace
Securities it has redeemed, paid or delivered to the Trustee for cancelation.

SECTION 2.11. Defaulted Interest. If the Company defaults in
a payment of interest on the Securities, the Company shall pay defaulted
interest (plus interest on such defaulted interest to the extent lawful) in any
lawful manner. The Company may pay the defaulted interest to the
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persons who are Securityholders on a subsequent special record date. The
Company shall fix or cause to be fixed any such special record date and payment
date to the reasonable satisfaction of the Trustee and shall promptly mail to
each Securityholder a notice that states the special record date, the payment
date and the amount of defaulted interest to be paid.

SECTION 2.12. CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders; provided, however, that neither the Company nor the Trustee shall have
any responsibility for any defect in the "CUSIP" number that appears on any
Security, check, advice of payment or redemption notice, and any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Securities or as contained in any notice of a
redemption and that reliance may be placed only on the other identification
numbers printed on the Securities, and any such redemption shall not be
affected by any defect in or omission of such numbers.

ARTICLE III

Redemption

SECTION 3.01. Notices to Trustee. If the Company elects to
redeem Securities pursuant to paragraph 5 of the Securities, it shall notify
the Trustee in writing of the redemption date, the principal amount of
Securities to be redeemed and that such redemption is being made pursuant to
paragraph 5 of the Securities.

The Company shall give each notice to the Trustee provided for
in this Section at least 45 days before the redemption date unless the Trustee
consents to a shorter period. Such notice shall be accompanied by an Officers'
Certificate and an Opinion of Counsel from the Company to the effect that such
redemption will comply with the conditions herein.

SECTION 3.02. Selection of Securities To Be Redeemed. If
fewer than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed pro rata or by lot or by a method that complies with
applicable legal and securities exchange requirements, if any, and that the
Trustee considers fair and appropriate
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and in accordance with methods generally used at the time of selection by
fiduciaries in similar circumstances. The Trustee shall make the selection
from outstanding Securities not previously called for redemption. The Trustee
may select for redemption portions of the principal of Securities that have
denominations larger than $1,000. Securities and portions of them the Trustee
selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called for redemption
also apply to portions of Securities called for redemption. The Trustee shall
notify the Company promptly of the Securities or portions of Securities to be
redeemed.

SECTION 3.03. Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

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

(1) the redemption date;

(2) the redemption price;

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

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

(5) if fewer than all the outstanding Securities are to be
redeemed, the identification and principal amounts of the particular
Securities to be redeemed;

(6) that, unless the Company defaults in making such
redemption payment or the Paying Agent is prohibited from making such
payment pursuant to the terms of this Indenture, interest on
Securities (or portion thereof) called for redemption ceases to accrue
on and after the redemption date; and

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

At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at
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the Company's expense. In such event, the Company shall provide the Trustee
with the information required by this Section at least 45 days before the
redemption date.

SECTION 3.04. Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become due and payable
on the redemption date and at the redemption price stated in the notice. Upon
surrender to the Paying Agent, such Securities shall be paid at the redemption
price stated in the notice, plus accrued interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the related interest payment date that is on or prior
to the date of redemption). Failure to give notice or any defect in the notice
to any Holder shall not affect the validity of the notice to any other Holder.

SECTION 3.05. Deposit of Redemption Price. Prior to the
redemption date, the Company shall deposit with the Paying Agent (or, if the
Company or a Wholly Owned Subsidiary is the Paying Agent, shall segregate and
hold in trust) money sufficient to pay the redemption price of and accrued
interest (subject to the right of Holders of record on the relevant record date
to receive interest due on the related interest payment date that is on or
prior to the date of redemption) on all Securities to be redeemed on that date
other than Securities or portions of Securities called for redemption which
have been delivered by the Company to the Trustee for cancelation.

SECTION 3.06. Securities Redeemed in Part. Upon surrender of
a Security that is redeemed in part, the Company shall execute and the Trustee
shall authenticate for the Holder (at the Company's expense) a new Security
equal in principal amount to the unredeemed portion of the Security
surrendered.
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ARTICLE IV

Covenants

SECTION 4.01. Payment of Securities. The Company shall
promptly pay the principal of and interest on the Securities on the dates and
in the manner provided in the Securities and in this Indenture. Principal and
interest shall be considered paid on the date due if on such date the Trustee
or the Paying Agent holds in accordance with this Indenture money sufficient to
pay all principal and interest then due and the Trustee or the Paying Agent, as
the case may be, is not prohibited from paying such money to the
Securityholders on that date pursuant to the terms of this Indenture.

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

SECTION 4.02. SEC Reports. Notwithstanding that the Company
may not be required to remain subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, the Company shall file with the SEC and
provide the Trustee and Securityholders with the annual reports and the
information, documents and other reports which are specified in Sections 13 and
15(d) of the Exchange Act and applicable to a U.S. corporation subject to such
Sections, such information, documents and reports to be so filed and provided
at the times specified for the filing of such information, documents and
reports under such Sections; provided, however, that the Company shall not be
so obligated to file such information, documents and reports with the SEC if
the SEC does not permit such filings. The Company also shall comply with the
other provisions of TIA Section 314(a).

SECTION 4.03. Limitation on Debt. (a) The Company shall
not, and shall not permit any Restricted Subsidiary to, Incur, directly or
indirectly, any Debt, unless after giving pro forma effect to the application
of the proceeds thereof, no Default or Event of Default would occur as a
consequence of such Incurrence or be continuing following such Incurrence and
either such Debt is (i) Debt of the Company, provided that, after giving pro
forma effect to the Incurrence of such Debt and the application of the proceeds
thereof, the Consolidated Interest Coverage Ratio would be greater than 2.00 to
1.00, (ii) Debt of the Company
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evidenced by the Original Securities or any Exchange Securities issued in
respect thereof or (iii) Permitted Debt of the Company or any Restricted
Subsidiary.

(b) Notwithstanding the foregoing, (i) the Company shall not
Incur any Permitted Debt if the proceeds thereof are used, directly or
indirectly, to Refinance (A) any Subordinated Obligations unless such Permitted
Debt shall be subordinated to the Securities to at least the same extent as
such Subordinated Obligations or (B) any Senior Subordinated Debt unless such
Permitted Debt shall be Senior Subordinated Debt or shall be subordinated to
the Securities and (ii) the Company shall not permit any Restricted Subsidiary
to Incur any Permitted Debt if the proceeds are used, directly or indirectly,
to Refinance any Subordinated Obligations or any Senior Subordinated Debt.

(c) For purposes of determining compliance with this Section
4.03, in the event that an item of Debt meets the criteria of more than one of
the categories described in clauses (a) through (l) of the definition of
"Permitted Debt" or is entitled to be Incurred pursuant to Section 4.03(a)(i)
or (ii), the Company shall, in its sole discretion, classify such item of Debt
in any manner that complies with this Section 4.03 and such item of Debt will
be treated as having been Incurred pursuant to only one such clause or Section.

SECTION 4.04. Limitation on Restricted Payments. The Company
shall not make, and shall not permit any Restricted Subsidiary to make,
directly or indirectly, any Restricted Payment if at the time of, and after
giving pro forma effect to, such proposed Restricted Payment:

(a) a Default or Event of Default shall have occurred and be
continuing;

(b) the Company could not Incur at least $1.00 of additional
Debt pursuant to Section 4.03(a)(i); or
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(c) the aggregate amount of such Restricted Payment and all
other Restricted Payments declared or made since the Issue Date (the
amount of any Restricted Payment, if made other than in cash, to be
based upon Fair Market Value) would exceed an amount equal to the sum
of:

(i) 50% of the aggregate amount of Consolidated Net
Income accrued during the period (treated as one accounting
period) from and after the first day of the fiscal quarter
following the end of the most recent fiscal quarter ended
immediately prior to the Issue Date to the end of the most
recent fiscal quarter ending at least 30 days prior to the
date of such Restricted Payment (or if the aggregate amount of
Consolidated Net Income for such period shall be a deficit,
minus 100% of such deficit),

(ii) Capital Stock Sale Proceeds,

(iii) the amount by which Debt (including the
Convertible Subordinated Notes but excluding all other
Subordinated Obligations) of the Company or any Restricted
Subsidiary is reduced on the Company's balance sheet upon the
conversion or exchange (other than by a Subsidiary of the
Company) subsequent to the Issue Date of any Debt of the
Company or any Restricted Subsidiary convertible or
exchangeable for Capital Stock (other than Disqualified Stock)
of the Company (less the amount of any cash or other Property
distributed by the Company or any Restricted Subsidiary upon
such conversion or exchange),

(iv) an amount equal to the sum of (i) the net
reduction in Investments in any Person other than the Company
or a Restricted Subsidiary resulting from dividends,
repayments of loans or advances or other transfers of
Property, in each case to the Company or any Restricted
Subsidiary from such Person, and (ii) the portion
(proportionate to the Company's equity interest in such
Subsidiary) of the Fair Market Value of the net assets of an
Unrestricted Subsidiary at the time such Unrestricted
Subsidiary is designated a Restricted Subsidiary; provided,
however, that the foregoing sum shall not exceed, in the case
of any Person, the amount of Investments previously made
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(and treated as a Restricted Payment) by the Company or any
Restricted Subsidiary in such Person, and

(v) $15,000,000.

Notwithstanding the foregoing limitation, the Company may:

(a) pay dividends on its Capital Stock within 60 days of the
declaration thereof if, on said declaration date, such dividends could
have been paid in compliance with this Indenture; provided, however,
that at the time of such payment of such dividend, no other Default or
Event of Default shall have occurred and be continuing (or result
therefrom); provided further, however, that such dividend shall be
included in the calculation of the amount of Restricted Payments;

(b) purchase, repurchase, redeem, legally defease, acquire or
retire for value Capital Stock of the Company or Subordinated
Obligations in exchange for, or out of the proceeds of the
substantially concurrent sale of, Capital Stock of the Company (other
than Disqualified Stock and other than Capital Stock issued or sold to
a Subsidiary of the Company or an employee stock ownership plan or
trust established by the Company or any of its Subsidiaries for the
benefit of their employees); provided, however, that (i) such
purchase, repurchase, redemption, legal defeasance, acquisition or
retirement shall be excluded in the calculation of the amount of
Restricted Payments and (ii) the Net Cash Proceeds from such sale
shall be excluded from the calculation of the amount of Capital Stock
Sale Proceeds; and

(c) purchase, repurchase, redeem, legally defease, acquire or
retire for value any Subordinated Obligations in exchange for, or out
of the proceeds of the substantially concurrent sale of, Permitted
Refinancing Debt; provided, however, that such purchase, repurchase,
redemption, legal defeasance, acquisition or retirement for value
shall be excluded in the calculation of the amount of Restricted
Payments;

(d) repurchase shares of, or options to purchase shares of,
common stock of the Company or any of its Subsidiaries from employees,
former employees,
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directors or former directors of the Company or any of its
Subsidiaries (or permitted transferees of such employees, former
employees, directors or former directors), pursuant to the terms of
agreements (including employment agreements) or plans (or amendments
thereto) approved by the Board of Directors under which such
individuals purchase or sell or are granted the option to purchase or
sell, shares of such common stock; provided, however, that (i) the
aggregate amount of such repurchases shall not exceed $2,000,000 in
any calendar year and (ii) at the time of such repurchase, no other
Default or Event of Default shall have occurred and be continuing (or
result therefrom); provided further, however, that such repurchases
shall be included in the calculation of the amount of Restricted
Payments; and

(e) upon the occurrence of a Change of Control and within 60
days after the completion of the offer to purchase the Securities
pursuant to Section 4.12 (including the purchase of all Securities
tendered), any purchase or redemption of Subordinated Obligations
required pursuant to the terms thereof as a result of such Change of
Control; provided, however, that at the time of, and after giving pro
forma effect to, such purchase or redemption, (i) no other Default or
Event of Default shall have occurred and be continuing (or result
therefrom) and (ii) the Company could Incur at least $1.00 of
additional Debt pursuant to Section 4.03(a)(i); provided further,
however, that such purchases or redemptions shall be included in the
calculation of the amount of Restricted Payments.

SECTION 4.05. Limitation on Liens. The Company shall not,
and shall not permit any Restricted Subsidiary to, directly or indirectly,
Incur or suffer to exist, any Lien (other than Permitted Liens) upon any of its
Property (including Capital Stock of a Restricted Subsidiary), whether owned at
the Issue Date or thereafter acquired, or any interest therein or any income or
profits therefrom, unless (a) if such Lien secures Senior Subordinated Debt,
the Securities are secured on an equal and ratable basis with such Debt or (b)
if such Lien secures Subordinated Obligations, such Lien shall be subordinated
to a Lien securing the Securities in the same Property as that securing such
Lien to the same extent as such Subordinated Obligations are subordinated to
the Securities.

SECTION 4.06. Limitation on Issuance or Sale of Capital Stock
of Restricted Subsidiaries. The Company shall
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not (a) sell, pledge, hypothecate or otherwise dispose of any shares of Capital
Stock of a Restricted Subsidiary or (b) permit any Restricted Subsidiary to,
directly or indirectly, issue or sell or otherwise dispose of any shares of its
Capital Stock other than (i) directors' qualifying shares, (ii) to the Company
or a Wholly Owned Subsidiary, (iii) a disposition of shares of Capital Stock of
a Restricted Subsidiary (which shares, in the case of a Significant Subsidiary,
shall represent 100% of the outstanding shares of such Capital Stock) that
complies with Section 4.07 or (iv) a pledge of shares of Capital Stock of a
Restricted Subsidiary to the extent constituting a Permitted Lien and any
subsequent disposition of such shares pursuant to the exercise of rights
granted to the pledgee in connection with such pledge.

SECTION 4.07. Limitation on Asset Sales. (a) The Company
shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, consummate any Asset Sale unless (a) the Company or such Restricted
Subsidiary, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the Fair Market Value of the Property subject to
such Asset Sale; (b) at least 75% of the consideration paid to the Company or
such Restricted Subsidiary in connection with such Asset Sale is in the form of
cash or cash equivalents or the assumption by the purchaser of liabilities of
the Company (other than liabilities of the Company that are by their terms
subordinated to the Securities) or of any Restricted Subsidiary (including
liabilities of a Restricted Subsidiary whose stock is acquired by such
purchaser) as a result of which the Company and the Restricted Subsidiaries are
no longer liable for such liabilities; and (c) the Company delivers an
Officers' Certificate to the Trustee certifying that such Asset Sale complies
with clauses (a) and (b).

(b) The Net Available Cash (or any portion thereof) from
Asset Sales may be applied by the Company or a Restricted Subsidiary, to the
extent the Company or such Restricted Subsidiary elects (or is required by the
terms of any Debt), (a) to prepay, repay, legally defease or purchase Senior
Debt of the Company or Debt of any Restricted Subsidiary (excluding in each
such case Debt owed to the Company or an Affiliate of the Company); or (b) to
reinvest in Additional Assets (including by means of an Investment in
Additional Assets by a Restricted Subsidiary with Net Available Cash received
by the Company or another Restricted Subsidiary); provided, however, that in
connection with any prepayment, repayment, legal defeasance or purchase of Debt
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pursuant to clause (a) above, the Company or such Restricted Subsidiary shall
retire such Debt and shall cause the related loan commitment (if any) to be
permanently reduced by an amount equal to the principal amount so prepaid,
repaid, legally defeased or purchased.

(c) Any Net Available Cash from an Asset Sale not applied in
accordance with the preceding paragraph within twelve months from the date of
the receipt of such Net Available Cash shall constitute "Excess Proceeds".
When the aggregate amount of Excess Proceeds exceeds $5,000,000 (taking into
account income earned on such Excess Proceeds, if any), the Company will be
required to make an offer to purchase (the "Prepayment Offer") the Securities
which offer shall be in the amount of the Excess Proceeds, on a pro rata basis
according to principal amount, at a purchase price equal to 100% of the
principal amount thereof plus accrued and unpaid interest thereon, if any, to
the Purchase Date, subject to the right of holders of record on the relevant
record date to receive interest due on the relevant interest payment date, in
accordance with the procedures (including prorating in the event of
oversubscription) set forth herein. To the extent that any portion of the
amount of Net Available Cash remains after compliance with the preceding
sentence and provided that all holders of Securities have been given the
opportunity to tender their Securities for purchase in accordance with Section
4.07(d), the Company or such Restricted Subsidiary may use such remaining
amount for any purpose permitted by this Indenture and the amount of Excess
Proceeds will be reset to zero.

(d)(1) Within five Business Days after the Company is
obligated to make a Prepayment Offer as described in Section 4.07(c), the
Company shall send a written notice, by first class mail, to the Trustee and
the holders of Securities (the "Prepayment Offer Notice"), accompanied by such
information regarding the Company and its Subsidiaries as the Company in good
faith believes will enable such holders to make an informed decision with
respect to such Prepayment Offer (which at a minimum shall include (i) the most
recently filed Annual Report on Form 10-K (including audited consolidated
financial statements) of the Company, the most recent subsequently filed
Quarterly Report on Form 10-Q of the Company and any Current Report on Form 8-K
of the Company filed subsequent to such Quarterly Report, other than Current
Reports describing Asset Sales otherwise described in the offering materials,
or corresponding successor reports (or, during any time that the Company is not
subject to the reporting requirements of Section 13 or
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15(d) of the Exchange Act, corresponding reports prepared pursuant to Section
4.02), (ii) a description of material developments in the Company's business
subsequent to the date of the latest of such reports and (iii) if material,
appropriate pro forma financial information). The Prepayment Offer Notice
shall state, among other things, (a) that a Prepayment Offer is being made
pursuant to this Section 4.07 and that all Securities timely tendered will be
accepted for payment (subject to proration), (b) that any Security (or any
portion thereof) accepted for payment (and duly paid on the Purchase Date)
pursuant to the Prepayment Offer shall cease to accrue interest after the
Purchase Date, (c) the purchase price and purchase date, which shall be a
Business Day no earlier than 30 days nor later than 60 days from the date the
Prepayment Offer Notice is mailed (the "Purchase Date"), (d) the aggregate
principal amount of Securities (or portions thereof) to be purchased, (e) that
any Securities (or portions thereof) not tendered will continue to accrue
interest and (f) the procedures that holders of Securities must follow in order
to tender their Securities (or portions thereof) for payment and the procedures
that holders of Securities must follow in order to withdraw an election to
tender Securities (or portions thereof) for payment.

(2) Not later than the date upon which written notice of a
Prepayment Offer is delivered to the Trustee as provided above, the Company
shall deliver to the Trustee an Officers' Certificate as to (i) the amount of
the Prepayment Offer (the "Offer Amount"), (ii) the allocation of the Net
Available Cash from the Asset Sales pursuant to which such Prepayment Offer is
being made and (iii) the compliance of such allocation with the provisions of
Section 4.07(b). On such date, the Company shall also irrevocably deposit with
the Trustee or with the Paying Agent (or, if the Company or a Wholly Owned
Subsidiary is the Paying Agent, shall segregate and hold in trust) in Temporary
Cash Investments (other than in those enumerated in clause (b) of the
definition of Temporary Cash Investments), maturing on the last day prior to
the Purchase Date or on the Purchase Date if funds are immediately available by
open of business, an amount equal to the Offer Amount to be held for payment in
accordance with the provisions of this Section. Upon the expiration of the
period for which the Prepayment Offer remains open (the "Offer Period"), the
Company shall deliver to the Trustee for cancelation the Securities or portions
thereof which have been properly tendered to and are to be accepted by the
Company. The Trustee or the Paying Agent shall, on the Purchase Date, mail or
deliver payment to each
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tendering Holder in the amount of the purchase price. In the event that the
aggregate purchase price of the Securities delivered by the Company to the
Trustee is less than the Offer Amount, the Trustee or the Paying Agent shall
deliver the excess to the Company immediately after the expiration of the Offer
Period for application in accordance with this Section.

(3) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company or its agent at the address specified in the notice at least three
Business Days prior to the Purchase Date. Holders shall be entitled to
withdraw their election if the Trustee or the Company receives not later than
one Business Day prior to the Purchase Date, a telegram, telex, facsimile
transmission or letter setting forth the name of the Holder, the principal
amount of the Security which was delivered for purchase by the Holder and a
statement that such Holder is withdrawing his election to have such Security
purchased. If at the expiration of the Offer Period the aggregate principal
amount of Securities surrendered by Holders exceeds the Offer Amount, the
Company shall select the Securities to be purchased on a pro rata basis (with
such adjustments as may be deemed appropriate by the Company so that only
Securities in denominations of $1,000, or integral multiples thereof, shall be
purchased). Holders whose Securities are purchased only in part shall be
issued new Securities equal in principal amount to the unpurchased portion of
the Securities surrendered.

(4) At the time the Company delivers Securities to the
Trustee which are to be accepted for purchase, the Company shall also deliver
an Officers' Certificate stating that such Securities are to be accepted by the
Company pursuant to and in accordance with the terms of this Section. A
Security shall be deemed to have been accepted for purchase at the time the
Trustee or the Paying Agent mails or delivers payment therefor to the
surrendering Holder.

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

SECTION 4.08. Limitation on Restrictions on Distributions
from Restricted Subsidiaries. The Company shall not, and shall not permit any
Restricted Subsidiary to, directly or indirectly, create or otherwise cause or
suffer to exist or become effective, or enter into any agreement with any
Person that would cause to become effective, any consensual encumbrance or
restriction on the ability of any Restricted Subsidiary to (a) pay dividends,
in cash or otherwise, or make any other distributions on or in respect of its
Capital Stock, or pay any Debt or other obligation owed, to the Company or any
other Restricted Subsidiary, (b) make any loans or advances to the Company or
any other Restricted Subsidiary or (c) transfer any of its Property to the
Company or any other Restricted Subsidiary. The foregoing limitations will not
apply (i) with respect to clauses (a), (b) and (c), to encumbrances and
restrictions (A) in existence under or by reason of any agreements in effect on
the Issue Date, (B) relating to Debt of a Restricted Subsidiary and existing at
such Restricted Subsidiary at the time it became a Restricted Subsidiary if
such encumbrance or restriction was not created in connection with or in
anticipation of the transaction or series of related transactions pursuant to
which such Restricted Subsidiary became a Restricted Subsidiary or was acquired
by the Company, (C) relating to Debt of a Restricted Subsidiary so long as such
encumbrance or restriction is no less favorable to the holders of the
Securities than those under the Credit Facility as in effect on the Issue Date,
(D) relating to Debt of a Restricted Subsidiary which has fully and
unconditionally guaranteed, by supplemental indenture in form satisfactory to
the Trustee, executed and delivered to the Trustee by such Restricted
Subsidiary, the due and punctual performance and observance of all the
obligations (financial or otherwise) of the Company under this Indenture and
the Securities, provided that such guarantee may be subordinated to senior Debt
of such Restricted Subsidiary to the same extent and on the same terms as the
Securities are subordinated to Senior Debt of the Company and may provide for
the release of such Guarantee upon the discharge of such Debt, (E) relating to
borrowings under a foreign currency credit facility established for the benefit
of a Restricted Subsidiary organized outside the laws of the United states of
America or any State thereof or the District of Columbia, provided that such
encumbrances and restrictions apply only with respect to such Restricted
Subsidiary and only if an event
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of default has occurred and is continuing under such credit facility and are
otherwise customary for similar foreign currency credit facilities, (F)
relating to any special purpose, bankruptcy remote Wholly Owned Subsidiary
formed for the purpose of borrowing against receivables or inventory of the
Company and its Subsidiaries pursuant to a Credit Facility or (G) which result
from the Refinancing of Debt Incurred pursuant to an agreement referred to in
the immediately preceding clauses (i)(A) and (B) above or in clauses (ii)(A)
and (B) below, provided such encumbrance or restriction is no less favorable to
the holders of Securities than those under the agreement evidencing the Debt so
Refinanced, and (ii) with respect to clause (c) only, to encumbrances and
restrictions (A) that limit the right of the debtor to transfer or dispose of
the Property securing such Debt, provided that such Debt is permitted to be
Incurred and secured pursuant to Sections 4.03 and 4.05, (B) in connection with
an acquisition of Property, so long as such encumbrance or restriction relates
solely to the Property so acquired and was not created in connection with or in
anticipation of such acquisition, (C) resulting from customary provisions
restricting subletting or assignment of leases or customary provisions in other
agreements that restrict assignment of such agreements or rights thereunder or
(D) customary restrictions contained in asset sale agreements limiting the
transfer of such Property pending the closing of such sale.

SECTION 4.09. Limitation on Transactions with Affiliates.
The Company shall not, and shall not permit any Restricted Subsidiary to,
directly or indirectly, conduct any business or enter into or suffer to exist
any transaction or series of transactions (including the purchase, sale,
transfer, assignment, lease, conveyance or exchange of any Property or the
rendering of any service) with, or for the benefit of, any Affiliate of the
Company (an "Affiliate Transaction"), unless (a) the terms of such Affiliate
Transaction are no less favorable to the Company or such Restricted Subsidiary,
as the case may be, than those that could be obtained in a comparable
arm's-length transaction with a Person that is not an Affiliate of the Company
or such Restricted Subsidiary, (b) with respect to an Affiliate Transaction
involving aggregate payments or value in excess of $1,000,000, the terms of
such Affiliate Transaction are set forth in writing, (c) with respect to an
Affiliate Transaction involving aggregate payments or value in excess of
$2,000,000, the Board of Directors (including a majority of the disinterested
members of such Board of Directors) approves such Affiliate Transaction and, in
its good faith
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judgment, determines that such Affiliate Transaction complies with clauses (a)
and (b) of this paragraph as evidenced by a Board Resolution promptly delivered
to the Trustee and (d) with respect to an Affiliate Transaction involving
aggregate payments or value in excess of $10,000,000, the Company obtains a
written opinion from an Independent Appraiser to the effect that such Affiliate
Transaction is fair, from a financial point of view, to the Company or such
Restricted Subsidiary, as the case may be.

Notwithstanding the foregoing limitation, Affiliate
Transactions shall not include:

(i) any transaction or series of transactions between the
Company and one or more of its Restricted Subsidiaries or between two
or more of its Restricted Subsidiaries, provided that no more than 5%
of the total voting power of the Voting Stock (on a fully diluted
basis) in any of such Restricted Subsidiaries is beneficially owned by
an Affiliate of the Company (other than a Restricted Subsidiary);

(ii) any Restricted Payment permitted to be made pursuant to
Section 4.04;

(iii) the payment of compensation (including amounts paid
pursuant to employee benefit plans) for the personal services of
executive officers and directors of the Company or any of the
Restricted Subsidiaries, so long as the Board of Directors in good
faith shall have approved the terms thereof and deemed the services
theretofore or thereafter to be performed for such compensation to be
fair consideration therefor (it being understood that such approval
and determination shall not require a written opinion from an
Independent Appraiser); and

(iv) the payment of reasonable fees to directors of the
Company or such Restricted Subsidiary who are not employees of the
Company or any Restricted Subsidiary.

SECTION 4.10. Limitation on Layered Debt. The Company shall
not Incur, directly or indirectly, any Debt which is subordinate or junior in
right of payment to any Senior Debt unless such Debt is Senior Subordinated
Debt or is expressly subordinated in right of payment to Senior Subordinated
Debt.
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SECTION 4.11. Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors may designate any Subsidiary of the
Company or any Restricted Subsidiary to be an Unrestricted Subsidiary if (a)
the Subsidiary to be so designated does not own any Capital Stock or Debt of,
or own or hold any Lien on any Property of, the Company or any other Restricted
Subsidiary, (b) the Subsidiary to be so designated is not obligated under any
Debt, Lien or other obligation that, if in default, would result (with the
passage of time or notice or otherwise) in a default on any Debt of the Company
or of any Restricted Subsidiary and (c) either (i) the Subsidiary to be so
designated has total assets of $1,000 or less or (ii) such designation is
effective immediately upon such entity becoming a Subsidiary of the Company or
any Restricted Subsidiary. Unless so designated as an Unrestricted Subsidiary,
any Person that becomes a Subsidiary of the Company or of any Restricted
Subsidiary will be classified as a Restricted Subsidiary; provided, however,
that such Subsidiary shall not be designated a Restricted Subsidiary and shall
be automatically classified as an Unrestricted Subsidiary if (A) such
Subsidiary is a Subsidiary of a Restricted Subsidiary (other than a Wholly
Owned Subsidiary) or (B) either of the requirements set forth in clauses (x)
and (y) of the immediately following paragraph will not be satisfied after
giving pro forma effect to such classification. Except as provided in the
first sentence of this paragraph, no Restricted Subsidiary may be redesignated
as an Unrestricted Subsidiary.

The Board of Directors may designate any Unrestricted
Subsidiary to be a Restricted Subsidiary if, immediately after giving pro forma
effect to such designation, (x) the Company could Incur at least $1.00 of
additional Debt pursuant to Section 4.03(a)(i) and (y) no Default or Event of
Default shall have occurred and be continuing or would result therefrom.

Any such designation or redesignation by the Board of
Directors will be evidenced to the Trustee by filing with the Trustee a Board
Resolution giving effect to such designation or redesignation and an Officers'
Certificate (a) certifying that such designation or redesignation complies with
the foregoing provisions and (b) giving the effective date of such designation
or redesignation, such filing with the Trustee to occur within 45 days after
the end of the fiscal quarter of the Company in which such designation or
redesignation is made (or, in the case of a designation or redesignation made
during the last fiscal
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quarter of the Company's fiscal year, within 90 days after the end of such
fiscal year).

SECTION 4.12. Change of Control. (a) Upon the occurrence of
a Change of Control, each holder of Securities shall have the right to require
the Company to repurchase all or any part of such holder's Securities pursuant
to the offer described below (the "Change of Control Offer") at a purchase
price (the "Change of Control Purchase Price") equal to 101% of the principal
amount thereof, plus accrued and unpaid interest thereon, if any, to the
purchase date (subject to the right of holders of record on the relevant record
date to receive interest due on the relevant interest payment date).

(b) Within 30 days following any Change of Control, the
Company shall (a) cause a notice of the Change of Control Offer to be sent at
least once to the Dow Xxxxx News Service or similar business news service in
the United States and (b) send, by first-class mail, with a copy to the
Trustee, to each holder of Securities, at such holder's address appearing in
the Security Register, a notice stating: (i) that a Change of Control has
occurred and a Change of Control Offer is being made pursuant to this Section
4.12 and that all Securities timely tendered will be accepted for payment; (ii)
the Change of Control Purchase Price and the purchase date, which shall be,
subject to any contrary requirements of applicable law, a Business Day no
earlier than 30 days nor later than 60 days from the date such notice is mailed
(the "Change of Control Payment Date"); (iii) that any Security (or portion
thereof) accepted for payment (and duly paid on the Change of Control Payment
Date) pursuant to the Change of Control Offer shall cease to accrue interest
after the Change of Control Payment Date; (iv) that any Security (or portions
thereof) not tendered will continue to accrue interest; (v) the circumstances
and relevant facts regarding such Change of Control (including information with
respect to pro forma historical income, cash flow and capitalization after
giving effect to the Change of Control); and (vi) the procedures that Holders
must follow in order to tender their Securities (or portions thereof) for
payment and the procedures that Holders must follow in order to withdraw an
election to tender Securities (or portions thereof) for payment.

(c) Holders electing to have a Security purchased shall be
required to surrender the Security, with an appropriate form duly completed, to
the Company or its agent at the address specified in the notice at least three
Business Days prior to the Change of Control Payment Date. Holders
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shall be entitled to withdraw their election if the Trustee or the Company
receives not later than one Business Day prior to 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 Security which was delivered
for purchase by the Holder and a statement that such Holder is withdrawing his
election to have such Security purchased.

(d) On or prior to the Change of Control Payment Date, the
Company shall irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or any of its Wholly Owned Subsidiaries is acting as the
Paying Agent, segregate and hold in trust) in cash an amount equal to the
Change of Control Purchase Price payable to the Holders entitled thereto, to be
held for payment in accordance wit the provisions of this Section. On the
Change of Control Payment Date, the Company shall deliver to the Trustee the
Securities or portions thereof which have been properly tendered to and are to
be accepted by the Company for payment. The Trustee or the Paying Agent shall,
on the Change of Control Payment Date, mail or deliver payment to each
tendering Holder of the Change of Control Purchase Price. In the event that
the aggregate Change of Control Purchase Price is less than the amount
delivered by the Company to the Trustee or the Paying Agent, the Trustee or the
Paying Agent, as the case may be, shall deliver the excess to the Company
immediately after the Change of Control Payment Date.

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

SECTION 4.13. Compliance Certificate. The Company shall
deliver to the Trustee within 120 days after the end of each fiscal year of the
Company an Officers' Certificate stating that in the course of the performance
by the signers of their duties as Officers they would normally have knowledge
of any Default and whether or not the signers know of any Default that occurred
during such period. If they do, the certificate shall describe the Default,
its
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status and what action the Company is taking or proposes to take with respect
thereto. The Company also shall comply with TIA Section 314(a)(4).

SECTION 4.14. Further Instruments and Acts. Upon request of
the Trustee, the Company will execute and deliver such further instruments and
do such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

ARTICLE V

Successor Company

The Company shall not merge, consolidate or amalgamate with or
into any other Person (other than a merger of a Wholly Owned Subsidiary into
the Company) or sell, transfer, assign, lease, convey or otherwise dispose of
all or substantially all its Property in any one transaction or series of
transactions unless: (a) the Company shall be the surviving Person (the
"Surviving Person") or the Surviving Person (if other than the Company) formed
by such merger, consolidation or amalgamation or to which such sale, transfer,
assignment, lease, conveyance or disposition is made shall be a corporation
organized and existing under the laws of the United States of America, any
State thereof or the District of Columbia; (b) the Surviving Person (if other
than the Company) expressly assumes, by supplemental indenture in form
satisfactory to the Trustee, executed and delivered to the Trustee by such
Surviving Person, the due and punctual payment of the principal of and interest
on all the Securities, according to their tenor, and the due and punctual
performance and observance of all the covenants and conditions of this
Indenture to be performed by the Company; (c) in the case of a sale, transfer,
assignment, lease, conveyance or other disposition of all or substantially all
the Company's Property, such Property shall have been transferred as an
entirety or virtually as an entirety to one Person; (d) immediately before and
after giving effect to such transaction or series of transactions on a pro
forma basis (and treating, for purposes of this clause (d) and clauses (e) and
(f) below, any Debt which becomes, or is anticipated to become, an obligation
of the Surviving Person or any Restricted Subsidiary as a result of such
transaction or series of transactions as having been Incurred by the Surviving
Person or such Restricted Subsidiary at the time of such transaction or series
of transactions), no Default or Event of Default shall have occurred and be
continuing;
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(e) immediately after giving effect to such transaction or series of
transactions on a pro forma basis, the Company or the Surviving Person, as the
case may be, would be able to Incur at least $1.00 of additional Debt under
Section 4.03(a)(i); (f) immediately after giving effect to such transaction or
series of transactions on a pro forma basis, the Surviving Person shall have a
Consolidated Net Worth in an amount which is not less than the Consolidated Net
Worth of the Company immediately prior to such transaction or series of
transactions; and (g) the Company shall deliver, or cause to be delivered, to
the Trustee, in form and substance reasonably satisfactory to the Trustee, an
Officers' Certificate and an Opinion of Counsel, each stating that such
transaction and the supplemental indenture, if any, in respect thereto comply
with this Article V and that all conditions precedent herein provided for
relating to such transaction have been satisfied.

The Surviving Person shall succeed to, and be substituted for,
and may exercise every right and power of the Company under this Indenture, and
the predecessor Company in the case of a sale, transfer, assignment, lease,
conveyance or other disposition shall not be released from the obligation to
pay the principal of and interest on the Securities.

ARTICLE VI

Defaults and Remedies

SECTION 6.01. Events of Default. The following events shall
be "Events of Default":

(1) the Company defaults in any payment of interest on any
Security when the same becomes due and payable, whether or not such
payment shall be prohibited by Article X, and such default continues
for a period of 30 days;

(2) the Company defaults in the payment of the principal of
any Security when the same becomes due and payable at its Stated
Maturity, upon acceleration, redemption, optional redemption, required
repurchase or otherwise, whether or not such payment shall be
prohibited by Article X;

(3) the Company fails to comply with Article V;
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(4) the Company fails to comply with any covenant or agreement
in the Securities or in this Indenture (other than a failure which is
the subject of the foregoing clause (1), (2) or (3)) and such failure
continues for 30 days after notice is given to the Company as
specified below;

(5) a default by the Company or any Restricted Subsidiary
under any Debt of the Company or any Restricted Subsidiary which
results in acceleration of the maturity of such Debt, or the failure
to pay any such Debt at maturity, in an aggregate amount in excess of
$10,000,000 or its foreign currency equivalent at the time;

(6) the Company or any Restricted Subsidiary pursuant to or
within the meaning of any Bankruptcy Law:

(A) commences a voluntary case;

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

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

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

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

(A) is for relief against the Company or any
Restricted Subsidiary in an involuntary case;

(B) appoints a Custodian of the Company or any
Restricted Subsidiary or for any substantial part of its
property;

(D) grants any similar relief under any foreign laws;
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and in each such case the order or decree remains unstayed and in
effect for 30 days; or

(8) any judgment or judgments for the payment of money in an
unsecured aggregate amount in excess of $10,000,000 or its foreign
currency equivalent at the time is entered against the Company or any
Restricted Subsidiary and shall not be waived, satisfied or discharged
for any of 30 consecutive days during which a stay of enforcement
shall not be in effect.

The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

The term "Bankruptcy Law" means Xxxxx 00, Xxxxxx Xxxxxx Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

A Default under clause (4) is not an Event of Default until
the Trustee or the Holders of at least 25% in aggregate principal amount of the
Securities notify the Company of the Default and the Company (and in the case
of such notice by Holders, the Trustee) does not cure such Default within the
time specified after receipt of such notice. Such notice must specify the
Default, demand that it be remedied and state that such notice is a "Notice of
Default".

The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an Officers' Certificate
of any Event of Default and any event which with the giving of notice or the
lapse of time would become an Event of Default, its status and what action the
Company is taking or proposes to take with respect thereto.

SECTION 6.02. Acceleration. If an Event of Default (other
than an Event of Default specified in Section 6.01(6) or (7)) occurs and is
continuing, the Trustee by notice to the Company, or the Holders of at least
25% in aggregate principal amount of the Securities by notice to the Company
and the Trustee, may declare the
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principal of and accrued and unpaid interest to the date of acceleration on all
the Securities to be due and payable. Upon such a declaration, such principal
and interest shall be due and payable immediately. If an Event of Default
specified in Section 6.01(6) or (7) occurs, the principal of and accrued and
unpaid interest to the date of acceleration on all the Securities shall,
automatically and without any action by the Trustee or any Holder, become
immediately due and payable. The Holders of a majority in aggregate principal
amount of the outstanding Securities by notice to the Trustee and the Company
may rescind any declaration of acceleration if the rescission would not
conflict with any judgment or decree, and 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. No such rescission shall affect
any subsequent Default or impair any right consequent thereto.

SECTION 6.03. Other Remedies. If an Event of Default occurs
and is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

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

SECTION 6.04. Waiver of Past Defaults. The Holders of a
majority in aggregate principal amount of the Securities by notice to the
Trustee may waive an existing Default and its consequences except (i) a Default
in the payment of the principal of or interest on a Security or (ii) a Default
in respect of a provision that under Section 9.02 cannot be amended without the
consent of each Securityholder affected. When a Default is waived, it is
deemed cured, but no such waiver shall extend to any subsequent or other
Default or impair any consequent right.

SECTION 6.05. Control by Majority. The Holders of a majority
in aggregate principal amount of the Securities may direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
of exercising any trust or power conferred on the
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Trustee with respect to the Securities. However, the Trustee may refuse to
follow any direction that conflicts with law or this Indenture or, subject to
Section 7.01, that the Trustee determines is unduly prejudicial to the rights
of other Securityholders or would involve the Trustee in personal liability;
provided, however, that the Trustee may take any other action deemed proper by
the Trustee that is not inconsistent with such direction. Prior to taking any
action hereunder, the Trustee shall be entitled to reasonable indemnification
against all losses and expenses caused by taking or not taking such action.

SECTION 6.06. Limitation on Suits. A Securityholder may not
pursue any remedy with respect to this Indenture or the Securities unless:

(1) such Holder shall have previously given to the Trustee
written notice of a continuing Event of Default;

(2) the Holders of at least 25% in aggregate principal amount
of the Securities then outstanding shall have made a written request,
and such Holder of or Holders shall have offered reasonable indemnity,
to the Trustee to pursue such proceeding as trustee; and

(3) the Trustee has failed to institute such proceeding and
has not received from the Holders of at least a majority in aggregate
principal amount of the Securities outstanding a direction
inconsistent with such request, within 60 days after such notice,
request and offer.

The foregoing limitations on the pursuit of remedies by a
Securityholder shall not apply to a suit instituted by a Holder of Securities
for the enforcement of payment of the principal of or interest on such Security
on or after the applicable due date specified in such Security. A
Securityholder may not use this Indenture to prejudice the rights of another
Securityholder or to obtain a preference or priority over another
Securityholder.

SECTION 6.07. Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of and interest on the Securities held by such
Holder, on or after the respective due dates expressed in this Securities, or
to bring suit for the enforcement of any such
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payment on or after such respective dates, shall not be impaired or affected
without the consent of such Holder.

SECTION 6.08. Collection Suit by Trustee. If an Event of
Default specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company for the whole amount then due and owing (together with
interest on any unpaid interest to the extent lawful) and the amounts provided
for in Section 7.07.

SECTION 6.09. Trustee May File Proofs of Claim. The Trustee
may file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee and the Securityholders
allowed in any judicial proceedings relative to the Company, its creditors or
its property and, unless prohibited by law or applicable regulations, may vote
on behalf of the Holders in any election of a trustee in bankruptcy or other
Person performing similar functions, and any Custodian in any such judicial
proceeding is hereby authorized by each Holder to make payments to the Trustee
and, in the event that the Trustee shall consent to the making of such payments
directly to the Holders, to pay to the Trustee any amount due it for the
reasonable compensation, expenses, disbursements and advances of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07.

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

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

SECOND: to holders of Senior Debt to the extent required by
Article X;

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

FOURTH: to the Company.

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

SECTION 6.11. Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any
party litigant in the suit, having due regard to the merits and good faith of
the claims or defenses made by the party litigant. This Section does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.07 or a suit
by Holders of more than 10% in aggregate principal amount of the Securities.

SECTION 6.12. Waiver of Stay or Extension Laws. The Company
(to the extent it may lawfully do so) shall not at any time insist upon, or
plead, or in any manner whatsoever claim or take the benefit or advantage of,
any stay or extension law wherever enacted, now or at any time hereafter in
force, which may affect the covenants or the performance of this Indenture; and
the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and 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.

ARTICLE VII

Trustee

SECTION 7.01. Duties of Trustee. (a) If an Event of Default
has occurred and is continuing, the Trustee shall exercise the rights and
powers vested in it by this Indenture and use the same degree of care and skill
in their exercise as a prudent Person would exercise or use under the
circumstances in the conduct of such Person's own affairs.
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(b) Except during the continuance of an Event of Default:

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

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

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

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

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

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

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

(e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

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

(g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise
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incur financial liability in the performance of any of its duties hereunder or
in the exercise of any of its rights or powers.

(h) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section and to the provisions of the TIA and
the provisions of this Article VII shall apply to the Trustee in its role as
Registrar, Paying Agent and Security Custodian.

(i) The Trustee shall not be deemed to have notice of a
Default or an Event of Default unless (a) the Trustee has received written
notice thereof from the Company or any Holder or (b) a Trust Officer shall have
actual knowledge thereof.

SECTION 7.02. Rights of Trustee. (a) The Trustee may rely
on 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. The Trustee may, however, in its discretion
make such further inquiry or investigation into such facts or matters as it may
see fit and, if the Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Company, personally or by agent or attorney.

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

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

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

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

(f) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty unless so
specified herein.

SECTION 7.03. Individual Rights of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Securities and may otherwise deal with the Company or its Affiliates with the
same rights it would have if it were not Trustee. Any Paying Agent, Registrar
or co-registrar 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 shall not be
responsible for and makes no representation as to the validity, priority or
adequacy of this Indenture or the Securities, it shall not be accountable for
the Company's use of the proceeds from the Securities, and it shall not be
responsible for any statement of the Company in this Indenture or in any
document issued in connection with the sale of the Securities or in the
Securities other than the Trustee's certificate of authentication.

SECTION 7.05. Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to each Securityholder notice of the Default or Event of Default
within 90 days after it is known to a Trust Officer or written notice of it is
received by the Trustee. Except in the case of a Default or Event of Default
in payment of principal of or interest on any Security, the Trustee may
withhold the notice if and so long as a committee of its Trust Officers in good
faith determines that withholding the notice is in the interests of
Securityholders.

SECTION 7.06. Reports by Trustee to Holders. As promptly as
practicable after each May 15 beginning with May 15, 1998, and in any event
prior to July 15 in each year, the Trustee shall mail to each Securityholder a
brief report dated as of May 15 each year as and if required by TIA Section
313(a) if and to the extent required by such subsection. The Trustee also shall
comply with TIA Section 313(b).

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

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,
including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and
expenses, disbursements and advances of the Trustee's agents, counsel,
accountants and experts. The Company shall indemnify the Trustee against any
and all loss, liability or expense (including attorneys' fees) incurred by it
in connection with the acceptance and administration of this trust and the
performance of its duties hereunder. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee
to so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee may have
separate counsel and the Company shall pay the fees and expenses of such
counsel. The Company need not reimburse any expense or indemnify against any
loss, liability or expense incurred by the Trustee through the Trustee's own
wilful misconduct, negligence or bad faith. The Company need not pay for any
settlement made by the Trustee without the Company's consent, such consent not
to be unreasonably withheld. All indemnifications and releases from liability
granted hereunder to the Trustee shall extend to its officers, directors,
employees, agents, successors and assigns.

To secure the Company's payment obligations in this Section,
the Trustee shall have a lien prior to the Securities on all money or property
held or collected by the Trustee other than money or property held in trust to
pay principal of and interest on particular Securities.

The Company's payment obligations pursuant to this Section
shall survive the discharge of this Indenture. When the Trustee incurs
expenses after the occurrence of a Default specified in Section 6.01(6) or (7)
with respect to the Company, the expenses are intended to constitute expenses
of administration under the Bankruptcy Law.
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SECTION 7.08. Replacement of Trustee. The Trustee may resign
at any time by so notifying the Company. The Holders of a majority in
aggregate principal amount of the Securities may remove the Trustee by so
notifying the Trustee and may appoint a successor Trustee. The Company shall
remove the Trustee if:

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

(2) the Trustee is adjudged bankrupt or insolvent;

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

(4) the Trustee otherwise becomes incapable of acting.

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

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Securityholders. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, subject to the
lien provided for in Section 7.07.

If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in aggregate principal amount of the Securities 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
Securityholder who has been a bona fide Holder of a Security for at least six
months may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.
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Notwithstanding the replacement of the Trustee pursuant to
this Section, the Company's obligations under Section 7.07 shall continue for
the benefit of the retiring Trustee.

SECTION 7.09. Successor Trustee by Merger. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and in case at that time any of the Securities shall not have
been authenticated, any such successor to the Trustee may authenticate such
Securities either in the name of any predecessor hereunder or in the name of
the successor to the Trustee; and in all such cases such certificates shall
have the full force which it is anywhere in the Securities or in this Indenture
provided that the certificate of the Trustee shall have.

SECTION 7.10. Eligibility; Disqualification. The Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The
Trustee shall have (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 $50,000,000 as set forth in its (or its related bank
holding company's) most recent published annual report of condition. The
Trustee shall comply with TIA Section 310(b), subject to the penultimate
paragraph thereof; provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which
other securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

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

ARTICLE VIII

Discharge of Indenture; Defeasance

SECTION 8.01. Discharge of Liability on Securities;
Defeasance. (a) When (i) the Company delivers to the Trustee all outstanding
Securities (other than Securities replaced pursuant to Section 2.07) for
cancelation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article III and the Company irrevocably deposits with the Trustee
funds sufficient to pay at maturity or upon redemption all outstanding
Securities, including interest thereon to maturity or such redemption date
(other than Securities replaced pursuant to Section 2.07), and if in either
case the Company pays all other sums payable hereunder by the Company, then
this Indenture shall, subject to Section 8.01(c), cease to be of further
effect. The Trustee shall acknowledge satisfaction and discharge of this
Indenture on demand of the Company accompanied by an Officers' Certificate and
an Opinion of Counsel and at the cost and expense of the Company.

(b) Subject to Sections 8.01(c) and 8.02, the Company at any
time may terminate (i) all its obligations under the Securities and this
Indenture ("legal defeasance option") or (ii) its obligations under Sections
4.02, 4.03, 4.04, 4.05, 4.06, 4.07, 4.08, 4.09, 4.10, 4.11 and 4.12, the
operation of Sections 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (but, in the case
of Sections 6.01(6) and (7), with respect only to Restricted Subsidiaries) and
the limitations contained in clauses (e) and (f) of Article V ("covenant
defeasance option"). The Company may exercise its legal defeasance option
notwithstanding its prior exercise of its covenant defeasance option.

If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default. If
the Company exercises its covenant defeasance option, payment of the Securities
may not be accelerated because of an Event of Default specified in Sections
6.01(4) (with respect to the covenants of Article IV identified in the
immediately preceding paragraph), 6.01(5), 6.01(6), 6.01(7) and 6.01(8) (with
respect only to Restricted Subsidiaries in the case of
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Sections 6.01(6) and 6.01(7)) or because of the failure of the Company to
comply with the limitations contained in clauses (e) and (f) of Article V.

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

(c) Notwithstanding clauses (a) and (b) above, the Company's
obligations in Sections 2.04, 2.05, 2.06, 2.07, 7.07, 7.08, 8.05 and 8.06 shall
survive until the Securities have been paid in full. Thereafter, the Company's
obligations in Sections 7.07 and 8.05 shall survive.

SECTION 8.02. Conditions to Defeasance. The Company may
exercise its legal defeasance option or its covenant defeasance option only if:

(1) the Company irrevocably deposits in trust with the Trustee
money or U.S. Government Obligations for the payment of principal of
and interest on the Securities to maturity or redemption, as the case
may be;

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

(3) 123 days pass after the deposit is made and during the
123-day period no Default specified in Section 6.01(6) or (7) with
respect to the Company occurs which is continuing at the end of the
period;

(4) the deposit does not constitute a default under any other
agreement binding on the Company and is not prohibited by Article X;

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

(6) in the case of the legal defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel stating that
(i) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling, or (ii) since the date of this
Indenture there has been a change in the applicable Federal income tax
law, in either case to the effect that, and based thereon such Opinion
of Counsel shall confirm that, the Securityholders will not recognize
income, gain or loss for Federal income tax purposes as a result of
such 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 defeasance had not occurred;

(7) in the case of the covenant defeasance option, the Company
shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Securityholders 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; and

(8) the Company delivers to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all
conditions precedent to the defeasance and discharge of the Securities
as contemplated by this Article VIII have been complied with.

Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date
in accordance with Article III.

SECTION 8.03. Application of Trust Money. The Trustee shall
hold in trust money or U.S. Government Obligations deposited with it pursuant
to this Article VIII. It shall apply the deposited money and the money from
U.S. Government Obligations through the Paying Agent and in accordance with
this Indenture to the payment of principal of and interest on the Securities.
Money and securities so held in trust are not subject to Article X.
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SECTION 8.04. Repayment to Company. The Trustee and the
Paying Agent shall promptly turn over to the Company upon request any excess
money or securities held by them at any time.

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

SECTION 8.05. Indemnity for Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

SECTION 8.06. Reinstatement. If the Trustee or Paying Agent
is unable to apply any money or U.S. Government Obligations in accordance with
this Article VIII by reason of any legal proceeding or by reason of any order
or judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations under this
Indenture and the Securities shall be revived and reinstated as though no
deposit had occurred pursuant to this Article VIII until such time as the
Trustee or Paying Agent is permitted to apply all such money or U.S. Government
Obligations in accordance with this Article VIII; provided, however, that, if
the Company has made any payment of interest on or principal of any Securities
because of the reinstatement of its obligations, the Company shall be
subrogated to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the Trustee or
Paying Agent.
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ARTICLE IX

Amendments

SECTION 9.01. Without Consent of Holders. The Company and
the Trustee may amend this Indenture or the Securities without notice to or
consent of any Securityholder:

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

(2) to comply with Article V;

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

(4) to make any change in Article X that would limit or
terminate the benefits available to any holder of Senior Debt (or
Representatives therefor) under Article X or to comply with any
requirement of the SEC in connection with the qualification of this
Indenture under the TIA;

(5) to add Guarantees with respect to the Securities or to
secure the Securities;

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

(7) to comply with any requirements of the SEC in connection
with qualifying, or maintaining the qualification of, this Indenture
under the TIA; or

(8) to make any change that does not adversely affect the
rights of any Securityholder.

Notwithstanding the foregoing, no amendment may be made to
Article X that adversely affects the rights of any holder of Senior Debt then
outstanding unless the holders of such Senior Debt (or their Representative)
consent to such change.
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After an amendment under this Section becomes effective, the
Company shall mail to Securityholders a notice briefly describing such
amendment. The failure to give such notice to all Securityholders, or any
defect therein, shall not impair or affect the validity of an amendment under
this Section.

SECTION 9.02. With Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to any
Securityholder but with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities outstanding (including
consents obtained in connection with a tender offer or exchange offer for the
Securities). However, without the consent of each Securityholder affected
thereby, an amendment may not:

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

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

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

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

(5) reduce the amount payable upon the redemption or
repurchase of any Security under Article III or Section 4.07 or 4.12,
change the time at which any Security may be redeemed in accordance
with Article III, or, at any time after a Change in Control or Asset
Sale has occurred, change the time at which any Change of Control
Offer or Prepayment Offer must be made or at which the Securities must
be repurchased pursuant to such Change of Control Offer or Prepayment
Offer;

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

(7) make any change in Article X that would adversely affect
the Securityholders;
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(8) release any security interest that may have been granted
in favor of the Holders; or

(9) make any change in Section 6.04 or 6.07 or the second
sentence of this Section.

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

SECTION 9.03. Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

SECTION 9.04. Revocation and Effect of Consents and Waivers.
A consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any
such Holder or subsequent Holder may revoke the consent or waiver as to such
Holder's Security or portion of the Security if the Trustee receives the notice
of revocation before the date the amendment or waiver becomes effective. After
an amendment or waiver becomes effective, it shall bind every Securityholder.
An amendment or waiver becomes effective upon the execution of such amendment
or waiver by the Trustee.

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

SECTION 9.05. Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder
of the Security to deliver it to the Trustee. The Trustee may place an
appropriate notation on the Security regarding the changed terms and return it
to the Holder. Alternatively, if the Company or the Trustee so determines, the
Company in exchange for the Security shall issue and the Trustee shall
authenticate a new Security that reflects the changed terms. Failure to make
the appropriate notation or to issue a new Security shall not affect the
validity of such amendment.

SECTION 9.06. Trustee To Sign Amendments. The Trustee shall
sign any amendment authorized pursuant to this Article IX if the amendment does
not adversely affect the rights, duties, liabilities or immunities of the
Trustee. If it does, the Trustee may but need not sign it. In signing such
amendment the Trustee shall be entitled to receive indemnity reasonably
satisfactory to it and to receive, and (subject to Section 7.01) shall be fully
protected in relying upon, an Officers' Certificate and an Opinion of Counsel
stating that such amendment is authorized or permitted by this Indenture.

SECTION 9.07. Payment for Consent. Neither the Company nor
any Affiliate of the Company shall, directly or indirectly, pay or cause to be
paid any consideration, whether by way of interest, fee or otherwise, to any
Holder for or as an inducement to any consent, waiver or amendment of any of
the terms or provisions of this Indenture or the Securities unless such
consideration is offered to be paid to all Holders that so consent, waive or
agree to amend in the time frame set forth in solicitation documents relating
to such consent, waiver or agreement.
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ARTICLE X

Subordination

SECTION 10.01. Agreement To Subordinate. The Company agrees,
and each Securityholder by accepting a Security agrees, that the Debt evidenced
by the Securities is subordinated in right of payment, to the extent and in the
manner provided in this Article X, to the payment when due of all Senior Debt
and that the subordination is for the benefit of and enforceable by the holders
of Senior Debt. The Securities shall in all respects rank pari passu with any
future Senior Subordinated Debt and senior to all existing and future junior
subordinated Debt of the Company, and only Senior Debt shall rank senior to the
Securities in accordance with the provisions set forth herein. All provisions
of this Article X shall be subject to Section 10.12.

SECTION 10.02. Liquidation, Dissolution, Bankruptcy. Upon
any payment or distribution of the assets of the Company to creditors upon a
total or partial liquidation or a total or partial dissolution of the Company
or in a bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to the Company or its property:

(1) holders of Senior Debt shall be entitled to receive
payment in full before Securityholders shall be entitled to receive
any payment of principal of or interest on the Securities; and

(2) until the Senior Debt is paid in full, any distribution
made by or on behalf of the Company to which Securityholders would be
entitled but for this Article X shall be made to holders of the Senior
Debt as their interests may appear, except that all Securityholders
may receive and retain shares of stock and any debt securities that
are subordinated to Senior Debt to at least the same extent as the
Securities.

SECTION 10.03. Default on Senior Debt. The Company may not
pay the principal of or interest on the Securities or make any deposit pursuant
to Section 8.01 and may not repurchase, redeem or otherwise retire any
Securities (collectively, "pay the Securities") if (i) any principal, interest
or other amounts due in respect of any Senior Debt is not paid within any
applicable grace period (including at maturity) or (ii) any other default on
Senior Debt occurs and the maturity of such Senior Debt is
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accelerated in accordance with its terms unless, in either case, (x) the
default has been cured or waived and any such acceleration has been rescinded
or (y) such Senior Debt has been paid in full; provided, however, that the
Company may pay the Securities without regard to the foregoing if the Company
and the Trustee receive written notice approving such payment from the
Representative of such Senior Debt. During the continuance of any default
(other than a default described in clause (i) or (ii) of the preceding
sentence) with respect to any Designated Senior Debt pursuant to which the
maturity thereof may be accelerated immediately without further notice (except
such notice as may be required to effect such acceleration), or after the
expiration of any applicable grace periods, the Company may not pay the
Securities for a period (a "Payment Blockage Period") commencing upon the
receipt by the Company and the Trustee of written notice of such default from
the Representative of the holders of any Designated Senior Debt specifying an
election to effect a Payment Blockage Period (a "Payment Blockage Notice") and
ending 179 days after receipt of such notice by the Company and the Trustee
unless earlier terminated (i) by written notice to the Trustee and the Company
from the Representative who gave such Payment Blockage Notice, (ii) because
such Designated Senior Debt has been repaid in full or (iii) because the
default giving rise to such Payment Blockage Notice is no longer continuing.
Notwithstanding the provisions described in the immediately preceding sentence,
unless the holders of such Designated Senior Debt or the Representative of such
holders shall have accelerated the maturity of such Designated Senior Debt and
not rescinded such acceleration, the Company may (unless otherwise prohibited
as described in the first sentence of this paragraph) resume payments on the
Securities after such Payment Blockage Period. Not more than one Payment
Blockage Notice with respect to all issues of Designated Senior Debt may be
given in any consecutive 360-day period regardless of the number of defaults
with respect to one or more issues of Designated Senior Debt during such
Period.

SECTION 10.04. Acceleration of Payment of Securities. If
payment of the Securities is accelerated because of an Event of Default, the
Company or the Trustee shall promptly notify the holders of the Designated
Senior Debt (or their Representatives) of the acceleration.

SECTION 10.05. When Distribution Must Be Paid Over. If a
distribution is made to Securityholders that because of this Article X should
not have been made to them,
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the Securityholders who receive the distribution shall hold it in trust for
holders of Senior Debt and pay it over to them as their interests may appear.

SECTION 10.06. Subrogation. After all Senior Debt is paid in
full and until the Securities are paid in full, Securityholders shall be
subrogated to the rights of holders of Senior Debt to receive distributions
applicable to Senior Debt. A distribution made under this Article X to holders
of Senior Debt which otherwise would have been made to Securityholders is not,
as between the Company and Securityholders, a payment by the Company on such
Senior Debt.

SECTION 10.07. Relative Rights. This Article X defines the
relative rights of Securityholders and holders of Senior Debt. Nothing in this
Indenture shall:

(1) impair, as between the Company and Securityholders, the
obligation of the Company, which is absolute and unconditional, to pay
principal of and interest on the Securities in accordance with their
terms; or

(2) prevent the Trustee or any Securityholder from exercising
its available remedies upon a Default or an Event of Default, subject
to the rights of holders of Senior Debt to receive distributions
otherwise payable to Securityholders.

SECTION 10.08. Subordination May Not Be Impaired by Company.
No right of any holder of Senior Debt of the Company to enforce the
subordination of the Debt evidenced by the Securities shall be impaired by any
act or failure to act by the Company or by its failure to comply with this
Indenture.

SECTION 10.09. Rights of Trustee and Paying Agent.
Notwithstanding Section 10.03, the Trustee or Paying Agent may continue to make
payments on the Securities and shall not be charged with knowledge of the
existence of facts that would prohibit the making of any such payments unless,
not less than two Business Days prior to the date of such payment, a Trust
Officer receives notice satisfactory to it that payments may not be made under
this Article X. The Company, the Registrar or co-registrar, the Paying Agent,
a Representative or a holder of Senior Debt may give the notice; provided,
however, that, if an issue of Senior
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Debt has a Representative, only the Representative may give the notice.

The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. The
Registrar and co-registrar and the Paying Agent may do the same with like
rights. The Trustee shall be entitled to all the rights set forth in this
Article X with respect to any Senior Debt which may at any time be held by it,
to the same extent as any other holder of such Senior Debt; and nothing in
Article VII shall deprive the Trustee of any of its rights as such holder.
Nothing in this Article X shall apply to claims of, or payments to, the Trustee
under or pursuant to Section 7.07.

SECTION 10.10. Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their Representative
(if any).

SECTION 10.11. Article X Not To Prevent Events of Default or
Limit Right To Accelerate. The failure to make a payment pursuant to the
Securities by reason of any provision in this Article X shall not be construed
as preventing the occurrence of a Default. Nothing in this Article X shall
have any effect on the right of the Securityholders or the Trustee to
accelerate the maturity of the Securities.

SECTION 10.12. Trust Moneys Not Subordinated.
Notwithstanding anything contained herein to the contrary, payments from money
or the proceeds of U.S. Government Obligations held in trust under Article VIII
by the Trustee for the payment of principal of and interest on the Securities
shall not be subordinated to the prior payment of any Senior Debt or subject to
the restrictions set forth in this Article X, and none of the Securityholders
shall be obligated to pay over any such amount to the Company or any holder of
Senior Debt or any other creditor of the Company.

SECTION 10.13. Trustee Entitled To Rely. Upon any payment or
distribution pursuant to this Article X, the Trustee and the Securityholders
shall be entitled to rely (i) upon any order or decree of a court of competent
jurisdiction in which any proceedings of the nature referred to in Section
10.02 are pending, (ii) upon a certificate of the liquidating trustee or agent
or other Person making such payment or distribution to the Trustee or to the
Securityholders
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or (iii) upon the Representatives for the holders of Senior Debt for the
purpose of ascertaining the Persons entitled to participate in such payment or
distribution, the holders of Senior Debt and other Debt 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 X. In the
event that the Trustee determines, in good faith, that 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 X, the
Trustee may request such Person to furnish evidence to the reasonable
satisfaction of the Trustee as to the amount of such Senior Debt held by such
Person, the extent to which such Person is entitled to participate in such
payment or distribution and other facts pertinent to the rights of such Person
under this Article X, 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. The provisions of Sections 7.01 and
7.02 shall be applicable to all actions or omissions of actions by the Trustee
pursuant to this Article X.

SECTION 10.14. Trustee To Effectuate Subordination. Each
Securityholder by accepting a Security authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to
acknowledge or effectuate the subordination between the Securityholders and the
holders of Senior Debt as provided in this Article X and appoints the Trustee
as attorney-in-fact for any and all such purposes.

SECTION 10.15. Trustee Not Fiduciary for Holders of Senior
Debt. 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 it shall
mistakenly pay over or distribute to Securityholders 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 X or otherwise.

SECTION 10.16. Reliance by Holders of Senior Debt on
Subordination Provisions. Each Securityholder by accepting a Security
acknowledges and agrees that the foregoing subordination provisions are, and
are intended to be, an inducement and a consideration to each holder of any
Senior Debt, whether such Senior Debt was created or acquired before or after
the issuance of the Securities, to acquire and continue to hold, or to continue
to hold, such Senior
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Debt and such holder of such Senior Debt shall be deemed conclusively to have
relied on such subordination provisions in acquiring and continuing to hold, or
in continuing to hold, such Senior Debt.

ARTICLE XI

Miscellaneous

SECTION 11.01. Trust Indenture Act Controls. If any
provision of this Indenture limits, qualifies or conflicts with another
provision which is required to be included in this Indenture by the TIA, the
required provision shall control.

SECTION 11.02. Notices. Any notice or communication shall be
in writing and delivered in person or mailed by first class mail or sent by
facsimile (with a hard copy delivered in person or by mail promptly thereafter)
and addressed as follows:

if to the Company:

The DII Group, Inc.
0000 Xxxxxxx Xxxx Xxxxx, Xxxxx 000
Xxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Chief Financial Officer

if to the Trustee:

Chase Trust Company of California
000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
Facsimile: 000-000-0000
Attention: Corporate Trust Department

The Company or the Trustee by notice to the other may
designate additional or different addresses for subsequent notices or
communications.

Any notice or communication mailed to a Securityholder shall
be mailed to the Securityholder at the Securityholder's address as it appears
on the registration books of the Registrar and shall be sufficiently given if
so mailed within the time prescribed.
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Failure to mail a notice or communication to a Securityholder
or any defect in it shall not affect its sufficiency with respect to other
Securityholders. If a notice or communication is mailed in the manner provided
above, it is duly given, whether or not the addressee receives it.

SECTION 11.03. Communication by Holders with Other Holders.
Securityholders may communicate pursuant to TIA Section 312(b) with other
Securityholders with respect to their rights under this Indenture or the
Securities. The Company, the Trustee, the Registrar and anyone else shall have
the protection of TIA Section 312(c).

SECTION 11.04. Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to
take or refrain from taking any action under this Indenture, the Company shall
furnish to the Trustee:

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

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

SECTION 11.05. Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include:

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

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

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

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

SECTION 11.06. When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee knows are so owned shall be so
disregarded. Also, subject to the foregoing, only Securities outstanding at
the time shall be considered in any such determination.

SECTION 11.07. Rules by Trustee, Paying Agent and Registrar.
The Trustee may make reasonable rules for action by or a meeting of
Securityholders. The Registrar and the Paying Agent or co-registrar may make
reasonable rules for their functions.

SECTION 11.08. Legal Holidays. A "Legal Holiday" is a
Saturday, a Sunday or a day on which banking institutions are not required to
be open in the State of New York or in San Francisco, California. If a payment
date is a Legal Holiday, payment shall be made on the next succeeding day that
is not a Legal Holiday, and no interest shall accrue for the intervening
period. If a regular record date is a Legal Holiday, the record date shall not
be affected.

SECTION 11.09. Governing Law. THIS INDENTURE AND THE
SECURITIES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF
CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER
JURISDICTION WOULD BE REQUIRED THEREBY.

SECTION 11.10. No Recourse Against Others. A director,
officer, employee or stockholder, as such, of the Company shall not have any
liability for any obligations of the Company under the Securities or this
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. By accepting a Security, each Securityholder
shall waive and release all such liability.
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The waiver and release shall be part of the consideration for the issue of the
Securities.

SECTION 11.11. Successors. All agreements of the Company in
this Indenture and the Securities shall bind its successors. All agreements of
the Trustee in this Indenture shall bind its successors.

SECTION 11.12. Multiple Originals. The parties may sign any
number of copies of this Indenture. Each signed copy shall be an original, but
all of them together represent the same agreement. One signed copy is enough
to prove this Indenture.

SECTION 11.13. Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not
intended to be considered a part hereof and shall not modify or restrict any of
the terms or provisions hereof.
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IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.

THE DII GROUP, INC.,

by
-----------------------------------------
Name:
Title:

CHASE TRUST COMPANY OF CALIFORNIA, as Trustee,

by
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Name:
Title:

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INDENTURE

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