DESCRIPTION OF NEW SENIOR SUBORDINATED NOTES

GENERAL

The New Senior Subordinated Notes will be issued pursuant to an indenture (the "New Senior Subordinated Note Indenture") among the Company, the Subsidiary Guarantors and State Street Bank and Trust Company, as trustee (the "Trustee"). The terms of the New Senior Subordinated Notes include those stated in the New Senior Subordinated Note Indenture and those made part of the New Senior Subordinated Note Indenture by reference to the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"). The New Senior Subordinated Notes are subject to all such terms, and prospective investors are referred to the New Senior Subordinated Note Indenture and the Trust Indenture Act for a statement thereof. The following summary of certain provisions of the New Senior Subordinated Note Indenture does not purport to be complete. A copy of the New Senior Subordinated Note Indenture has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The definitions of certain terms used in this Description of New Senior Subordinated Notes are set forth below under "--Certain Definitions."

The New Senior Subordinated Notes will be general unsecured obligations of the Company and will be subordinated in right of payment to all current and future Senior Debt. In addition, the New Senior Subordinated Notes will be effectively subordinated to indebtedness of the Company's Subsidiaries. See "Risk Factors--Holding Company Structure." At September 27, 1997, on a pro forma basis giving effect to the Offering, the Common Stock Offering and the consummation of the Refinancing Plan, the Company would have had an aggregate of $130.0 million of Senior Debt outstanding and the Company and its Subsidiaries would have had approximately $262.6 million of aggregate outstanding liabilities, including trade payables and the New Senior Subordinated Notes. The New Senior Subordinated Note Indenture will permit the incurrence of additional Senior Debt in the future, subject to certain conditions.

PRINCIPAL, MATURITY AND INTEREST

The New Senior Subordinated Notes will be limited in aggregate principal amount to $80.0 million, and will mature on February 15, 2008. Interest on the New Senior Subordinated Notes will accrue at the rate of 9 1/4% per annum and will be payable semi-annually in arrears on February 15 and August 15 (each, an "Interest Payment Date"), commencing on August 15, 1998, to holders of record on the immediately preceding February 1 and August 1, respectively. Interest on the New Senior Subordinated Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of original issuance. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. Principal of, and interest and premium (if any) on, the New Senior Subordinated Notes will be payable at the office or agency of the Company maintained for such purpose or, at the option of the Company, payment may be made by check mailed to holders of the New Senior Subordinated Notes at their respective addresses set forth in the register of holders; provided, however, that all payments with respect to New Senior Subordinated Notes the holders of which have given wire transfer instructions to the Company will be required to be made by wire transfer of immediately available funds to the accounts specified by the holders thereof. Until otherwise designated by the Company, the Company's office or agency will be the office of the Trustee maintained for such purpose. The New Senior Subordinated Notes will be issued in denominations of $1,000 and integral multiples thereof.

SUBORDINATION

The payment of principal of, and premium (if any) and interest on the New Senior Subordinated Notes will be subordinated in right of payment, as set forth in the New Senior Subordinated Note Indenture, to the prior payment in full of all Senior Debt, whether outstanding on the date of the New Senior Subordinated Note Indenture or thereafter incurred. For purposes hereof, "payment in full," as used with respect to Senior Debt, means payment of cash.

Upon any distribution to creditors of the Company in a liquidation or dissolution of the Company or in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or

its property, an assignment for the benefit of creditors or any marshalling of the Company's assets and liabilities, the holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of such Senior Debt (including interest after the commencement of any such proceeding at the rate specified in the applicable Senior Debt) before the holders of New Senior Subordinated Notes will be entitled to receive any payment or distribution of cash, securities or other property with respect to Obligations due in respect of the New Senior Subordinated Notes and, until all Obligations with respect to Senior Debt are paid in full, any payment, distribution, or other transfer of assets of the Company or any Subsidiary Guarantor of any kind or character, whether direct or indirect, by set-off or otherwise, and whether in cash, securities or property, to which the holders of New Senior Subordinated Notes would be entitled shall be made to the holders of Senior Debt (except that holders of New Senior Subordinated Notes may receive Permitted Junior Securities and payments made from the trust described under "--Legal Defeasance and Covenant Defeasance").

The Company also may not make any payment upon or in respect of the New Senior Subordinated Notes (except in Permitted Junior Securities or from the trust described under "--Legal Defeasance and Covenant Defeasance") if (i) a default in the payment of the principal of or premium if any, or interest on, any Designated Senior Debt occurs and is continuing beyond any applicable period of grace, if any, or (ii) any other default occurs and is continuing with respect to any Designated Senior Debt that permits holders of the Designated Senior Debt as to which such default relates to accelerate its maturity and the Trustee receives a written notice of such default (a "Payment Blockage Notice") from the Company or the holders of such Designated Senior Debt (or their representative). Payments on the New Senior Subordinated Notes may and shall be resumed (a) in the case of a payment default, upon the date on which such default is cured or waived and (b) in case of a nonpayment default, the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new period of payment blockage may be commenced unless and until 360 days have elapsed since the effectiveness of the immediately prior Payment Blockage Notice. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice unless such default shall have been cured or waived for a period of not less than 90 days.

The New Senior Subordinated Note Indenture will further require that the Company promptly notify holders of Senior Debt (or their representatives) if payment of the New Senior Subordinated Notes is accelerated because of an Event of Default.

As a result of the subordination provisions described above, in the event of a liquidation or insolvency, holders of New Senior Subordinated Notes may recover less ratably than creditors of the Company who are holders of Senior Debt. As of September 27, 1997, after giving pro forma effect to the Offering, the Common Stock Offering and consummation of the Refinancing Plan, the Company would have had approximately $130.0 million of Senior Debt outstanding. The New Senior Subordinated Note Indenture will limit, subject to certain conditions, the amount of additional Indebtedness, including Senior Debt, that the Company and its Subsidiaries can incur. See "Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock."

SUBSIDIARY GUARANTEES

The Company's payment obligations under the New Senior Subordinated Notes will be jointly and severally guaranteed (the "Subsidiary Guarantees") on a senior subordinated basis by all of the Company's present and future Subsidiaries (the "Subsidiary Guarantors"). The Subsidiary Guarantee of each Subsidiary Guarantor will be subordinated to the prior payment in full of all Senior Debt and any amounts for which such Subsidiary Guarantor will be liable under guarantees issued from time to time with respect to Senior Debt. The obligations of each Subsidiary Guarantor under its Subsidiary Guarantee will be limited to the maximum amount that may be paid thereunder without resulting in such Subsidiary Guarantee being deemed to constitute a fraudulent conveyance or a fraudulent transfer under applicable law. See "Risk Factors--Enforceability of Subsidiary Guarantees."

The New Senior Subordinated Note Indenture will provide that no Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), or sell all or substantially all of its assets to, another corporation, Person or entity, whether or not affiliated with such Subsidiary Guarantor unless (a) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all of the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under the Subsidiary Guarantee of such Subsidiary Guarantor and the New Senior Subordinated Note Indenture; (b) immediately after giving effect to such transaction, no Default or Event of Default exists; and (c) the Company would be permitted, immediately after giving effect to such transaction, to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock." Notwithstanding the foregoing provisions of this paragraph, the New Senior Subordinated Note Indenture will not prohibit the merger of two of the Subsidiary Guarantors or the merger of a Subsidiary Guarantor into the Company.

The New Senior Subordinated Note Indenture will provide that, in the event of a sale or other disposition of all of the equity interests of any Subsidiary Guarantor (including by way of merger or consolidation) or all or substantially all of the assets of such Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition of all of the capital stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Subsidiary Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the New Senior Subordinated Note Indenture. See "--Repurchase at Option of Holders--Asset Sales."

OPTIONAL REDEMPTION

The New Senior Subordinated Notes will not be redeemable at the Company's option prior to February 15, 2003. Thereafter, the New Senior Subordinated Notes will be subject to redemption at any time at the option of the Company, in whole or in part, upon not less than 30 nor more than 60 days prior notice, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, if any, thereon to the applicable redemption date, if redeemed during the 12-month period beginning on February 15 of the years indicated below:

 YEAR                  PERCENTAGE
--------------------  ------------
2003 ................    104.625%
2004 ................    103.084%
2005 ................    101.542%
2006 and thereafter      100.000%

Notwithstanding the foregoing, on or prior to February 15, 2001, the Company may redeem up to 35% in aggregate principal amount of New Senior Subordinated Notes at a redemption price of 109.25% of the principal amount thereof, plus accrued and unpaid interest, if any, thereon to the redemption date, with the net proceeds of one or more Qualified Offerings of the Company; provided that at least 65% in aggregate principal amount of the New Senior Subordinated Notes originally issued under the New Senior Subordinated Note Indenture remain outstanding immediately after the occurrence of such redemption; and provided, further, that such redemption shall occur within 90 days of the date of the closing of such Qualified Offering.

SELECTION AND NOTICE

If less than all of the New Senior Subordinated Notes are to be redeemed at any time, selection of New Senior Subordinated Notes for redemption will be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the New Senior Subordinated

Notes are listed, or, if the New Senior Subordinated Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate; provided, however, that no New Senior Subordinated Note shall be redeemed in a principal amount that is less than $1,000. Notices of redemption shall be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each holder of New Senior Subordinated Notes to be redeemed at its registered address. Notices of redemption may not be conditional. If any New Senior Subordinated Note is to be redeemed in part only, the notice of redemption that relates to such New Senior Subordinated Note shall state the portion of the principal amount thereof to be redeemed and a new note in principal amount equal to the unredeemed portion of the original New Senior Subordinated Note shall be issued in the name of the holder thereof upon cancellation of the original New Senior Subordinated Note. New Senior Subordinated Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on New Senior Subordinated Notes or portions of them called for redemption.

MANDATORY REDEMPTION

Except as set forth below under "--Repurchase at the Option of Holders," the Company is not required to make any mandatory redemption of, or sinking fund payments with respect to, the New Senior Subordinated Notes.

REPURCHASE AT THE OPTION OF HOLDERS

Change of Control

Upon the occurrence of a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each holder's New Senior Subordinated Notes at an offer price in cash equal to 101% of the aggregate principal amount thereof, plus accrued and unpaid interest, if any, thereon to the date of repurchase (the "Change of Control Payment"). Within 15 days following a Change of Control, the Company will (or will cause the Trustee to) mail a notice to each holder of New Senior Subordinated Notes describing the transaction that constitutes the Change of Control and offering to repurchase New Senior Subordinated Notes on the date specified in such notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the New Senior Subordinated Note Indenture and described in such notice. The Company will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of New Senior Subordinated Notes as a result of a Change of Control.

On or before the Change of Control Payment Date, the Company will, to the extent lawful, (a) accept for payment all New Senior Subordinated Notes or portions thereof properly tendered pursuant to the Change of Control Offer,
(b) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all New Senior Subordinated Notes or portions thereof so tendered and (c) deliver or cause to be delivered to the Trustee the New Senior Subordinated Notes so accepted together with an officer's certificate stating the aggregate principal amount of New Senior Subordinated Notes or portions thereof being purchased by the Company. The Paying Agent will promptly mail to each holder of New Senior Subordinated Notes so tendered the Change of Control Payment for such New Senior Subordinated Notes, and the Trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each holder a new note equal in principal amount to any unpurchased portion of the New Senior Subordinated Notes surrendered, if any; provided, however, that each such new note will be in a principal amount of $1,000 or an integral multiple thereof. The Company will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date.

Except as described above with respect to a Change of Control, the New Senior Subordinated Note Indenture does not contain provisions that permit the holders of the New Senior Subordinated Notes to require that the Company repurchase or redeem the New Senior Subordinated Notes in the event of a takeover, recapitalization or similar transaction. In addition, the Company could enter into certain

transactions, including acquisitions, refinancings or other recapitalizations, that could affect the Company's capital structure or the value of the New Senior Subordinated Notes, but that would not constitute a Change of Control. The New Credit Agreement will prohibit the Company from purchasing the New Senior Subordinated Notes (except in certain limited amounts) and will also provide that certain change of control events with respect to the Company will constitute a default thereunder. Any future credit agreements or other agreements relating to Senior Debt to which the Company becomes a party may contain similar restrictions and provisions. In the event a Change of Control occurs at a time when the Company is prohibited from purchasing the New Senior Subordinated Notes, the Company could seek the consent of its lenders to the purchase of the New Senior Subordinated Notes or could attempt to refinance the borrowings that contain such prohibition. If the Company does not obtain such consent or repay such borrowings, the Company will remain prohibited from purchasing the New Senior Subordinated Notes by the relevant Senior Debt. In such case, the Company's failure to purchase the tendered New Senior Subordinated Notes would constitute an event of default under the New Senior Subordinated Note Indenture which would, in turn, constitute a default under the New Credit Agreement and could constitute a default under other Senior Debt. In such circumstances, the subordination provisions in the New Senior Subordinated Note Indenture would likely restrict payments to the holders of the New Senior Subordinated Notes. Furthermore, no assurance can be given that the Company will have sufficient resources to satisfy its repurchase obligation with respect to the New Senior Subordinated Notes following a Change of Control. In addition, the Company's ability to repurchase New Senior Subordinated Notes following a Change of Control may also be limited by the Company's then existing financial resources. Moreover, the definition of Change of Control only provides protection to the holders of New Senior Subordinated Notes in the event of certain changes in the equity ownership and/or the composition of the board of directors of the Company and, as a result, the Company may, under certain circumstances, incur substantial additional indebtedness or undergo restructuring or other corporate changes without triggering a Change of Control Offer.

The Company will not be required to make a Change of Control Offer following a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the New Senior Subordinated Note Indenture applicable to a Change of Control Offer made by the Company and purchases all New Senior Subordinated Notes validly tendered and not withdrawn under such Change of Control Offer.

A "Change of Control" will be deemed to have occurred upon the occurrence of any of the following: (a) the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of the Company and its Subsidiaries, taken as a whole, to any "person" or "group" (as such terms are used in Section 13(d) of the Exchange Act) other than the Principals, (b) the adoption of a plan relating to the liquidation or dissolution of the Company, (c) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" or "group" (as such terms are used in Section 13(d) of the Exchange Act) other than the Principals becomes the "beneficial owner" (as such term is defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act), directly or indirectly through one or more intermediaries, of more than 50% of the voting power of the outstanding voting stock of the Company, or (d) the first day on which more than a majority of the members of the Board of Directors of the Company are not Continuing Directors.

The definition of Change of Control includes a phrase relating to the sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the assets of the Company and its Subsidiaries taken as a whole. Although there is a developing body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a holder of New Senior Subordinated Notes to require the Company to repurchase such New Senior Subordinated Notes as a result of a sale, lease transfer, conveyance or other disposition of less than all of the assets of the Company and its Subsidiaries taken as a whole to another Person or group may be uncertain.

"Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (a) was a member of the Board of Directors of the Company on the date

of original issuance of the New Senior Subordinated Notes or (b) was nominated for election to the Board of Directors of the Company with the approval of, or whose election to the Board of Directors of the Company was ratified by, at least a majority of the Continuing Directors who were members of the Board of Directors of the Company at the time of such nomination or election.

Asset Sales

The New Senior Subordinated Note Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, consummate an Asset Sale unless (a) the Company or such Subsidiary, as the case may be, receives consideration at the time of such Asset Sale at least equal to the fair market value (evidenced by a resolution of the Board of Directors of the Company set forth in an officer's certificate delivered to the Trustee) of the assets or Equity Interests issued or sold or otherwise disposed of and
(b) at least 75% of the consideration therefor received by the Company or such Subsidiary is in the form of (I) Cash Equivalents or (II) property or assets that are used or useful in a Permitted Business, or the Capital Stock of any Person engaged in a Permitted Business if, as a result of the acquisition by the Company or any Subsidiary thereof, such Person becomes a Subsidiary Guarantor; provided, however, that the amount of (i) any liabilities (as shown on the Company's or such Subsidiary's most recent balance sheet) of the Company or such Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the New Senior Subordinated Notes or any Subsidiary Guarantees) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases the Company or such Subsidiary from further liability and (ii) any securities, notes or other obligations received by the Company or such Subsidiary from such transferee that are immediately converted by the Company or such Subsidiary into cash (to the extent of the cash received) shall be deemed to be cash for purposes of this provision; provided further, that the 75% limitation referred to in clause (b) will not apply to any Asset Sale in which the Cash Equivalent portion of the consideration received therefrom, determined in accordance with the foregoing proviso, is equal to or greater than what the after-tax proceeds would have been had such Asset Sale complied with the aforementioned 75% limitation.

Within 270 days after the receipt of any Net Proceeds from an Asset Sale, the Company or any such Subsidiary shall apply such Net Proceeds at its option (or to the extent the Company is required to apply such Net Proceeds pursuant to the terms of the New Credit Agreement), to (a) repay Senior Debt (and to correspondingly reduce commitments with respect thereto in the case of revolving borrowings) or (b) repay pari passu Indebtedness of the Company or any Subsidiary Guarantor (and to correspondingly reduce commitments with respect thereto), provided that if the Company or any Subsidiary Guarantor shall so repay pari passu Indebtedness, it will equally and ratably reduce Indebtedness under the New Senior Subordinated Notes if the New Senior Subordinated Notes are then redeemable, or if the New Senior Subordinated Notes may not then be redeemed, the Company shall make an offer (in accordance with the procedures set forth below for an Asset Sale Offer) to all holders of New Senior Subordinated Notes to purchase at a price equal to 100% of the principal amount thereof the amount of New Senior Subordinated Notes that would otherwise be redeemed or (c) an investment in property, the making of a capital expenditure or the acquisition of other long-term assets, in each case, of or from an entity that is engaged in a Permitted Business, and in accordance with the terms of the New Senior Subordinated Note Indenture. Pending the final application of any such Net Proceeds, the Company may temporarily reduce Designated Senior Debt or otherwise invest such Net Proceeds in any manner that is not prohibited by the New Senior Subordinated Note Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the first sentence of this paragraph will be deemed to constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will be required to make an offer to all holders of New Senior Subordinated Notes (an "Asset Sale Offer") to purchase the maximum principal amount of New Senior Subordinated Notes that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest, if any, thereon to the date of purchase, in accordance with the procedures set forth in the New Senior Subordinated Note Indenture. To the extent that the aggregate principal amount of New Senior Subordinated Notes tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company may use any remaining Excess Proceeds for general corporate purposes. If the aggregate principal amount of New Senior Subordinated Notes surrendered by holders

thereof exceeds the amount of Excess Proceeds, the Trustee shall select the New Senior Subordinated Notes to be purchased as set forth under "--Selection and Notice." Upon completion of such offer to purchase, the amount of Excess Proceeds shall be reset at zero.

CERTAIN COVENANTS

Restricted Payments

The New Senior Subordinated Note Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, (a) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Subsidiaries' Equity Interests (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or dividends or distributions payable to the Company or any Wholly Owned Subsidiary of the Company); (b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of the Company (other than any such Equity Interests owned by the Company or any Wholly Owned Subsidiary of the Company); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value, any Indebtedness that is subordinated to the New Senior Subordinated Notes, except a payment of interest or principal at Stated Maturity; or (d) make any Restricted Investment (all such payments and other actions set forth in clauses (a) through (d) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment:

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

(ii) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock"; and

(iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Subsidiaries after the date of the New Senior Subordinated Note Indenture, is less than the sum of (A) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) after the date of the New Senior Subordinated Note Indenture to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by the Company from the issue or sale since the date of the New Senior Subordinated Note Indenture of Equity Interests of the Company (other than Disqualified Stock) or of Disqualified Stock or debt securities of the Company to the extent that they have been converted into such Equity Interests (other than any such Equity Interests, Disqualified Stock or convertible debt securities sold to a Subsidiary of the Company and other than Disqualified Stock or convertible debt securities that have been converted into Disqualified Stock).

The foregoing provisions will not prohibit (a) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the New Senior Subordinated Note Indenture; (b) the redemption, repurchase, retirement, defeasance or other acquisition of any pari passu or subordinated Indebtedness or Equity Interests of the Company in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of, other Equity Interests of the Company (other than any Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (iii) (B) of the preceding paragraph; (c) the defeasance, redemption, repurchase, retirement or other acquisition of subordinated Indebtedness with the net cash proceeds from an incurrence of, or in exchange for, Permitted Refinancing Indebtedness; (d) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Subsidiary of the Company held by any member

of the Company's management pursuant to any management equity subscription agreement or stock option agreement in effect as of the date of the New Senior Subordinated Note Indenture; provided, however, that (i) the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2.0 million in any twelve-month period plus the aggregate cash proceeds received by the Company during such twelve-month period from any reissuance of Equity Interests by the Company to members of management of the Company and its Subsidiaries and (ii) no Default or Event of Default shall have occurred and be continuing immediately after such transaction; (e) payments and transactions in connection with the Refinancing Plan, the New Credit Agreement (including commitment, syndication and arrangement fees payable thereunder), the Offering and the Common Stock Offering (including underwriting discounts and commissions in connection therewith) and the application of the proceeds thereof, and the payment of the fees and expenses with respect thereto and (f) the declaration and payment of dividends to holders of any class or series of preferred stock (other than Disqualified Stock) issued after the date of the New Senior Subordinated Note Indenture; provided, however, that at the time of such issuance, after giving effect to such issuance on a pro forma basis, the Fixed Charge Coverage Ratio for the Company for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such issuance would have been no less than 2.0 to 1.

The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an officer's certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by the covenant described in this section were computed.

Incurrence of Indebtedness and Issuance of Preferred Stock

The New Senior Subordinated Note Indenture will provide that (i) the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Indebtedness),
(ii) the Company will not permit any of its Subsidiaries to issue any shares of Disqualified Stock and (iii) the Company will not permit any of its Subsidiaries that are not Subsidiary Guarantors to issue any shares of preferred stock; provided, however, that the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such shares of Disqualified Stock are issued would have been at least 2.0 to 1 determined on a consolidated pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period.

Notwithstanding the foregoing, the Company and, to the extent set forth below, its Subsidiaries may incur the following:

(a) Indebtedness of the Company under the New Senior Subordinated Notes and the New Senior Subordinated Note Indenture and Indebtedness of Subsidiaries under the Subsidiary Guarantees;

(b) Indebtedness under the New Credit Agreement in an aggregate principal amount not to exceed $160.0 million outstanding at any time;

(c) Existing Indebtedness;

(d) Capital Expenditure Indebtedness, Capitalized Lease Obligations and purchase money Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $20.0 million at any time outstanding;

(e) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of the New Senior Subordinated Note Indenture to be outstanding;

(f) Indebtedness of the Company representing guarantees of Indebtedness incurred by one of its Subsidiaries pursuant to, and in compliance with, another provision of this covenant;

(g) the incurrence by the Company or any of its Subsidiaries of intercompany Indebtedness between or among the Company and any of its Wholly Owned Subsidiaries; provided, however, that (i) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the New Senior Subordinated Notes and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be;

(h) any Permitted Refinancing Indebtedness representing a replacement, renewal, refinancing or extension of Indebtedness permitted under the first paragraph and clause (c) of this covenant;

(i) Indebtedness arising from agreements of the Company or any Subsidiary Guarantor providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided however, that (1) such Indebtedness is not reflected on the balance sheet of the Company or any Subsidiary Guarantor (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (1)) and (2) the maximum assumable liability in respect of such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and/or the Subsidiary Guarantors in connection with such disposition; and

(j) additional Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $30.0 million at any time outstanding.

Liens

The New Senior Subordinated Note Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien that secures obligations under any pari passu Indebtedness or subordinated Indebtedness on any asset or property now owned or hereafter acquired by the Company or any of its Subsidiaries, or any income or profits therefrom or assign or convey any right to receive income therefrom, unless the New Senior Subordinated Notes or the Subsidiary Guarantees, as applicable, are equally and ratably secured with the obligations so secured until such time as such obligations are not longer secured by a Lien; provided, that in any case involving a Lien securing subordinated Indebtedness, such Lien is subordinated to the Lien securing the New Senior Subordinated Notes or the Subsidiary Guarantees, as applicable, to the same extent that such subordinated Indebtedness is subordinated to the New Senior Subordinated Notes or the Subsidiary Guarantees, as applicable.

Dividend and Other Payment Restrictions Affecting Subsidiaries

The New Senior Subordinated Note Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary to (a)(i) pay dividends

or make any other distributions to the Company or any of its Subsidiaries on its Capital Stock or with respect to any other interest or participation in, or measured by, its profits, or (ii) pay any Indebtedness owed to the Company or any of its Subsidiaries, (b) make loans or advances to the Company or any of its Subsidiaries or (c) transfer any of its properties or assets to the Company or any of its Subsidiaries, except for such encumbrances or restrictions existing under or by reason of (i) Existing Indebtedness as in effect on the date of the New Senior Subordinated Note Indenture, (ii) the New Credit Agreement as in effect on the date of the New Senior Subordinated Note Indenture and any refinancings, amendments, restatements, renewals or replacements thereof, provided, however, that the agreements governing such refinancings, amendments, restatements, renewals or replacements contain restrictions are not more restrictive in the aggregate than those contained in the New Credit Agreement as in effect on the date of the New Senior Subordinated Note Indenture, (iii) the New Senior Subordinated Note Indenture, the New Senior Subordinated Notes and the Subsidiary Guarantees,
(iv) applicable law or any applicable rule, regulation or order, (v) any agreement or other instrument governing Indebtedness or Capital Stock of a Person acquired by the Company or any of its Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired, provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the New Senior Subordinated Note Indenture to be incurred, (vi) by reason of customary non-assignment provisions in leases entered into in the ordinary course of business and consistent with past practices, (vii) purchase money obligations for property acquired in the ordinary course of business that impose restrictions of the nature described in clause (c) above on the property so acquired, (viii) customary provisions in bona fide contracts for the sale of property or assets, or (ix) Permitted Refinancing Indebtedness, provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not more restrictive in the aggregate than those contained in the agreements governing the Indebtedness being refinanced.

Merger, Consolidation or Sale of Assets

The New Senior Subordinated Note Indenture will provide that the Company may not consolidate or merge with or into (whether or not the Company is the surviving corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to another corporation, Person or entity unless
(a) the Company is the surviving corporation or the entity or the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia, (b) the entity or Person formed by or surviving any such consolidation or merger (if other than the Company) or the entity or Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Company under the New Senior Subordinated Notes and the New Senior Subordinated Note Indenture pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, (c) immediately after such transaction no Default or Event of Default exists, and (d) except in the case of a merger of the Company with or into a Wholly Owned Subsidiary of the Company, the Company or the entity or Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made will, at the time of such transaction and after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock."

Transactions with Affiliates

The New Senior Subordinated Note Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any

transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate of the Company (each of the foregoing, an "Affiliate Transaction"), unless (a) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Subsidiary than those that would have been obtained in a comparable transaction by the Company or such Subsidiary with an unrelated Person, and
(b) the Company delivers to the Trustee (i) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, either (A) a resolution of the Board of Directors of the Company set forth in an officer's certificate certifying that such Affiliate Transaction complies with clause (a) above and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors of the Company and (ii) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, an opinion as to the fairness to the Company of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing; provided, however, that the following shall be deemed not to be Affiliate Transactions: (i) customary directors' fees, indemnification or similar arrangements or any employment agreement or other compensation plan or arrangement entered into by the Company or any of its Subsidiaries in the ordinary course of business (including ordinary course loans to employees not to exceed (A) $3.0 million outstanding in the aggregate at any time and (B) $1.5 million to any one employee) consistent with the past practice of the Company or such Subsidiary; (ii) transactions between or among the Company and/or its Wholly Owned Subsidiaries; (iii) transactions permitted by the provisions of the New Senior Subordinated Note Indenture described above under the caption "--Restricted Payments;" (iv) payments of customary fees by the Company or any of its Subsidiaries to DLJMB and its Affiliates made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including, without limitation, in connection with acquisitions or divestitures which are approved by a majority of the Board of Directors of the Company in good faith; (v) any agreement as in effect on the date of the New Senior Subordinated Note Indenture or any amendment thereto (so long as such amendment is not disadvantageous to the holders of the New Senior Subordinated Notes in any material respect) or any transaction contemplated thereby; (vi) the existence of, or the performance by the Company of any of its Subsidiaries of its obligations under the terms of, any stockholders agreement (including any registration rights agreement or purchase agreement related thereto) to which it is a party as of the date of the New Senior Subordinated Note Indenture and any similar agreements which it may enter into thereafter so long as such similar agreements contain only terms that are customary of stockholders and registration rights agreements; and (vii) payments and transactions in connection with the Refinancing Plan, the New Credit Agreement (including commitment, syndication and arrangement fees payable thereunder), the Offering and the Common Stock Offering (including underwriting discounts and commissions in connection therewith) and the application of the proceeds thereof, and the payment of the fees and expenses with respect thereto.

Sale and Leaseback Transactions

The New Senior Subordinated Note Indenture will provide that the Company will not, and will not permit any of its Subsidiaries to, enter into any sale and leaseback transaction; provided, however, that the Company or any Subsidiary may enter into a sale and leaseback transaction if (a) the Company could have (i) incurred Indebtedness in an amount equal to the Attributable Indebtedness relating to such sale and leaseback transaction pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described under the heading "--Incurrence of Indebtedness and Issuance of Preferred Stock" and (ii) incurred a Lien to secure such Indebtedness pursuant to the covenant described above under the heading "--Liens," (b) the gross cash proceeds of such sale and leaseback transaction are at least equal to the fair market value (as determined in good faith by the Board of Directors of the Company and set forth in an officer's certificate delivered to the Trustee) of the property that is the subject of such sale and leaseback transaction and (c) the transfer of assets in such sale and leaseback transaction is permitted by, and the Company applies the proceeds of such transaction in compliance with, the covenant described under the heading "--Repurchase at the Option of Holders--Asset Sales."

Issuances and Sales of Capital Stock of Wholly-Owned Subsidiaries

The New Senior Subordinated Note Indenture will provide that the Company
(a) will not permit any Wholly Owned Subsidiary of the Company to issue any of its Equity Interests to any Person other than

to the Company or a Wholly Owned Subsidiary of the Company, and (b) will not, and will not permit any Wholly Owned Subsidiary of the Company to, transfer, convey, sell, lease or otherwise dispose of any Capital Stock of any Wholly Owned Subsidiary of the Company to any Person (other than the Company or any Wholly Owned Subsidiary of the Company) unless (i) such transfer, conveyance, sale, lease or other disposition is of all of the Capital Stock of such Wholly Owned Subsidiary and (ii) the Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with the covenant described under the caption "--Repurchase at the Option of Holders--Asset Sales"; provided that this clause (b) shall not apply to any pledge of Capital Stock of any Wholly Owned Subsidiary of the Company securing Indebtedness under the New Credit Agreement.

Additional Subsidiary Guarantees

The New Senior Subordinated Note Indenture will provide that if the Company or any of its Subsidiaries shall, after the date of the New Senior Subordinated Note Indenture, acquire or create another Subsidiary, then such newly acquired, created or designated Subsidiary shall execute a Subsidiary Guarantee and deliver an opinion of counsel in accordance with the terms of the New Senior Subordinated Note Indenture.

No Senior Subordinated Debt

The New Senior Subordinated Note Indenture will provide that the Company will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt and senior in any respect in right of payment to the New Senior Subordinated Notes.

Reports

The New Senior Subordinated Note Indenture will provide that, whether or not the Company is required to do so by the rules and regulations of the Commission, the Company will file with the Commission (unless the Commission will not accept such a filing) and, within 15 days of filing, or attempting to file, the same with the Commission, furnish to the holders of the New Senior Subordinated Notes (a) all quarterly and annual financial and other information with respect to the Company and its Subsidiaries that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company were required to file such forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon by the Company's certified independent accountants, and (b) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports.

EVENTS OF DEFAULT AND REMEDIES

The New Senior Subordinated Note Indenture will provide that each of the following constitutes an Event of Default: (a) default for 30 days in the payment when due of interest on the New Senior Subordinated Notes (whether or not prohibited by the subordination provisions of the New Senior Subordinated Note Indenture); (b) default in payment when due of the principal of or premium (if any) on the New Senior Subordinated Notes (whether or not prohibited by the subordination provisions of the New Senior Subordinated Note Indenture); (c) failure by the Company to comply with the provisions described under the captions "--Repurchase at the Option of Holders--Change of Control," "--Repurchase at the Option of Holders--Asset Sales," "--Certain Covenants--Restricted Payments," "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock" or "--Certain Covenants--Merger, Consolidation or Sale of Assets;" (d) failure by the Company for 60 days after notice to comply with any of its other agreements in the New Senior Subordinated Note Indenture or the New Senior Subordinated Notes; (e) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Subsidiaries (or the payment of which is guaranteed by the Company or any of its Subsidiaries), whether such Indebtedness or guarantee now exists or is created after the date of the

New Senior Subordinated Note Indenture, which default (i) is caused by a failure to pay principal of or premium (if any) or interest on such Indebtedness at its final stated maturity prior to the expiration of any grace period provided in such Indebtedness (a "Payment Default") or (ii) results in the acceleration of such Indebtedness prior to its express maturity and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $5.0 million or more; (f) failure by the Company or any of its Subsidiaries to pay final judgments aggregating in excess of $5.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (g) failure by any Subsidiary Guarantor to perform any covenant set forth in its Subsidiary Guarantee, or the repudiation by any Subsidiary Guarantor of its obligations under its Subsidiary Guarantee or the unenforceability of any Subsidiary Guarantee against a Subsidiary Guarantor for any reason, unless, in each such case, such Subsidiary Guarantor and its Subsidiaries have no Indebtedness outstanding at such time or at any time thereafter; and (h) certain events of bankruptcy or insolvency with respect to the Company or any of its Significant Subsidiaries.

If any Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the then outstanding New Senior Subordinated Notes may declare all the New Senior Subordinated Notes to be due and payable immediately; provided, that so long as any Indebtedness permitted to be incurred pursuant to the New Credit Agreement shall be outstanding, such acceleration shall not be effective until the earlier of
(a) any acceleration of any such Indebtedness under the New Credit Agreement and (b) five business days after receipt by the Company of written notice of such acceleration. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency with respect to the Company, any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, all outstanding New Senior Subordinated Notes will become due and payable without further action or notice. Holders of the New Senior Subordinated Notes may not enforce the New Senior Subordinated Note Indenture or the New Senior Subordinated Notes except as provided in the New Senior Subordinated Note Indenture. In the event of a declaration of acceleration of the New Senior Subordinated Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (e) of the preceding paragraph, the declaration of acceleration of the New Senior Subordinated Notes shall be automatically annulled if the holders of any Indebtedness described in clause (e) have rescinded the declaration of acceleration in respect of such Indebtedness within 30 days of the date of such declaration and if (i) the annulment of the acceleration of the New Senior Subordinated Notes would not conflict with any judgment or decree of a court of competent jurisdiction, and (ii) all existing Events of Default, except nonpayment of principal or interest on the New Senior Subordinated Notes that became due solely because of the acceleration of the New Senior Subordinated Notes, have been cured or waived.

Subject to certain limitations, holders of a majority in principal amount of the then outstanding New Senior Subordinated Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of the New Senior Subordinated Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest) if it determines that withholding notice is in their interest.

In the case of any Event of Default occurring by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the New Senior Subordinated Notes pursuant to the optional redemption provisions of the New Senior Subordinated Note Indenture, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the New Senior Subordinated Notes. If an Event of Default occurs prior to February 15, 2003 by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the New Senior Subordinated Notes prior to such date, then the premium specified in the New Senior Subordinated Note Indenture shall also become immediately due and payable to the extent permitted by law upon the acceleration of the New Senior Subordinated Notes.

The holders of a majority in aggregate principal amount of the New Senior Subordinated Notes then outstanding by notice to the Trustee may on behalf of the holders of all of the New Senior Subordinated Notes waive any existing Default or Event of Default and its consequences under the New Senior Subordinated Note Indenture except a continuing Default or Event of Default in the payment of the principal of or interest on the New Senior Subordinated Notes.

The Company is required to deliver to the Trustee annually a statement regarding compliance with the New Senior Subordinated Note Indenture, and the Company is required upon becoming aware of any Default or Event of Default to deliver to the Trustee a statement specifying such Default or Event of Default.

NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS

No director, officer, employee, incorporator or stockholder of the Company or any Subsidiary Guarantor, as such, shall have any liability for any obligations of the Company or any Subsidiary Guarantor under the New Senior Subordinated Notes, the Subsidiary Guarantees or the New Senior Subordinated Note Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each holder of New Senior Subordinated Notes by accepting a New Senior Subordinated Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the New Senior Subordinated Notes. Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the Commission that such a waiver is against public policy.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

The Company may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding New Senior Subordinated Notes and have each Subsidiary Guarantor's obligations discharged with respect to its Subsidiary Guarantee ("Legal Defeasance") except for (a) the rights of holders of outstanding New Senior Subordinated Notes to receive payments in respect of the principal of and premium (if any) and interest on such New Senior Subordinated Notes when such payments are due from the trust referred to below, (b) the Company's obligations with respect to the New Senior Subordinated Notes concerning issuing temporary New Senior Subordinated Notes, registration of New Senior Subordinated Notes, mutilated, destroyed, lost or stolen New Senior Subordinated Notes and the maintenance of an office or agency for payment and money for security payments held in trust, (c) the rights, powers, trusts, duties and immunities of the Trustee, and the Company's obligations in connection therewith and (d) the Legal Defeasance provisions of the New Senior Subordinated Note Indenture. In addition, the Company may, at its option and at any time, elect to have the obligations of the Company and each Subsidiary Guarantor released with respect to certain covenants that are described in the New Senior Subordinated Note Indenture ("Covenant Defeasance") and thereafter any omission to comply with such obligations shall not constitute a Default or Event of Default with respect to the New Senior Subordinated Notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "--Events of Default and Remedies" will no longer constitute an Event of Default with respect to the New Senior Subordinated Notes.

In order to exercise either Legal Defeasance or Covenant Defeasance, (i) the Company must irrevocably deposit with the Trustee, in trust, for the benefit of the holders of the New Senior Subordinated Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of and premium (if any) and interest on the outstanding New Senior Subordinated Notes on the stated maturity or on the applicable redemption date, as the case may be, and the Company must specify whether the New Senior Subordinated Notes are being defeased to maturity or to a particular redemption date, (ii) in the case of Legal Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of the New Senior Subordinated Note Indenture, there has been a change

in the applicable federal income tax law, in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the holders of the outstanding New Senior Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred, (iii) in the case of Covenant Defeasance, the Company shall have delivered to the Trustee an opinion of counsel in the United States reasonably acceptable to the Trustee confirming that the holders of the outstanding New Senior Subordinated Notes will not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and will be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred, (iv) no Default or Event of Default shall have occurred and be continuing on the date of such deposit (other than a Default or Event of Default resulting from the borrowing of funds to be applied to such deposit), (v) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under, any material agreement or instrument (other than the New Senior Subordinated Note Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, (vi) the Company must have delivered to the Trustee an opinion of counsel to the effect that the trust funds will not be subject to the effect of any applicable bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (vii) the Company must deliver to the Trustee an officer's certificate stating that the deposit was not made by the Company with the intent of preferring the holders of New Senior Subordinated Notes over the other creditors of the Company with the intent of defeating, hindering, delaying or defrauding creditors of the Company or others and
(viii) the Company must deliver to the Trustee an officer's certificate and an opinion of counsel, each stating that all conditions precedent provided for relating to the Legal Defeasance or the Covenant Defeasance have been complied with.

TRANSFER AND EXCHANGE

A holder of New Senior Subordinated Notes may transfer or exchange New Senior Subordinated Notes in accordance with the New Senior Subordinated Note Indenture. The registrar and the Trustee may require a holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a holder to pay any taxes and fees required by law or permitted by the New Senior Subordinated Note Indenture. The Company is not required to transfer or exchange any New Senior Subordinated Note selected for redemption. Also, the Company is not required to transfer or exchange any New Senior Subordinated Note for a period of 15 days before a selection of New Senior Subordinated Notes to be redeemed.

The registered holder of a New Senior Subordinated Note will be treated as the owner of it for all purposes.

AMENDMENT, SUPPLEMENT AND WAIVER

Except as provided in the next two succeeding paragraphs, the New Senior Subordinated Note Indenture, the New Senior Subordinated Notes or the Subsidiary Guarantees may be amended or supplemented with the consent of the holders of at least a majority in principal amount of the New Senior Subordinated Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, New Senior Subordinated Notes), and any existing default or compliance with any provision of the New Senior Subordinated Note Indenture, the New Senior Subordinated Notes or the Subsidiary Guarantees may be waived with the consent of the holders of a majority in principal amount of the then outstanding New Senior Subordinated Notes (including consents obtained in connection with a tender offer or exchange offer for New Senior Subordinated Notes).

Without the consent of each holder affected, an amendment or waiver may not (with respect to any New Senior Subordinated Notes held by a non-consenting holder): (a) reduce the principal amount of New Senior Subordinated Notes whose holders must consent to an amendment, supplement or waiver, (b) reduce the principal of or change the fixed maturity of any New Senior Subordinated Note or alter the

provisions with respect to the redemption of the New Senior Subordinated Notes (including as described under the caption "--Repurchase at the Option of Holders"), (c) reduce the rate of or change the time for payment of interest on any New Senior Subordinated Note, (d) waive a Default or Event of Default in the payment of principal of or premium (if any) or interest on the New Senior Subordinated Notes (except a rescission of acceleration of the New Senior Subordinated Notes by the holders of at least a majority in aggregate principal amount of the New Senior Subordinated Notes and a waiver of the payment default that resulted from such acceleration), (e) make any New Senior Subordinated Note payable in money other than that stated in the New Senior Subordinated Notes, (f) make any change in the provisions of the New Senior Subordinated Note Indenture relating to waivers of past Defaults or the rights of holders of New Senior Subordinated Notes to receive payments of principal of and premium (if any) and interest on the New Senior Subordinated Notes, (g) waive a redemption payment with respect to any New Senior Subordinated Note (including a payment as described under the caption "--Repurchase at the Option of Holders"), (h) except as provided under the caption "--Legal Defeasance and Covenant Defesance" or in accordance with the terms of any Subsidiary Guarantee, release a Subsidiary Guarantor from its obligations under its Subsidiary Guarantee or make any change in a Subsidiary Guarantee that would adversely affect the holders of the New Senior Subordinated Notes and (i) make any change in the foregoing amendment and waiver provisions. Notwithstanding the foregoing, any amendment to the provisions of the Subsidiary Guarantees relating to subordination or Article 10 of the New Senior Subordinated Note Indenture (which relates to subordination) will require the consent of the holders of at least 75% in aggregate principal amount of the New Senior Subordinated Notes then outstanding if such amendment would adversely affect the rights of holders of New Senior Subordinated Notes.

Notwithstanding the foregoing, without the consent of any holder of New Senior Subordinated Notes, the Company, a Subsidiary Guarantor (with respect to a Subsidiary Guarantee or the New Senior Subordinated Note Indenture to which it is a party) and the Trustee may amend or supplement the New Senior Subordinated Note Indenture, the New Senior Subordinated Notes or the Subsidiary Guarantees to cure any ambiguity, defect or inconsistency, to provide for uncertificated New Senior Subordinated Notes in addition to or in place of certificated New Senior Subordinated Notes, to provide for the assumption of the Company's or the Subsidiary Guarantor's obligations to holders of New Senior Subordinated Notes in the case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the holders of New Senior Subordinated Notes or that does not adversely affect the legal rights under the New Senior Subordinated Note Indenture of any such holder, or to comply with requirements of the Commission in order to effect or maintain the qualification of the New Senior Subordinated Note Indenture under the Trust Indenture Act or to allow any Subsidiary Guarantor to guarantee the New Senior Subordinated Notes.

CONCERNING THE TRUSTEE

The New Senior Subordinated Note Indenture contains certain limitations on the rights of the Trustee, should it become a creditor of the Company, to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The Trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days and apply to the Commission for permission to continue or resign.

The holders of a majority in principal amount of the then outstanding New Senior Subordinated Notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee, subject to certain exceptions. The New Senior Subordinated Note Indenture provides that in case an Event of Default shall occur (which shall not be cured), the Trustee will be required, in the exercise of its power, to use the degree of care of a prudent man in the conduct of his own affairs. Subject to such provisions, the Trustee will be under no obligation to exercise any of its rights or powers under the New Senior Subordinated Note Indenture at the request of any holder of New Senior Subordinated Notes, unless such holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense.

CERTAIN DEFINITIONS

Set forth below are certain defined terms used in the New Senior Subordinated Note Indenture. Reference is made to the New Senior Subordinated Note Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided.

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

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

"Asset Sale" means (a) the sale, lease, conveyance, disposition or other transfer (a "disposition") of any properties, assets or rights (including, without limitation, a sale and leaseback transaction) or (b) the issuance, sale or transfer by the Company of Equity Interests of a Subsidiary, and in the case of either clause (a) or (b), whether in a single transaction or a series of related transactions for Net Proceeds in excess of $1.0 million; provided, however, that the following transactions will be deemed not to be Asset Sales: (i) sales of inventory in the ordinary course of business; (ii) a disposition of assets by the Company to a Wholly Owned Subsidiary or by a Wholly Owned Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary of the Company; (iii) a disposition of Equity Interests by a Wholly Owned Subsidiary of the Company to the Company or to another Wholly Owned Subsidiary of the Company; (iv) the sale and leaseback of any assets within 90 days of the acquisition of such assets; and (v) a Permitted Investment or Restricted Payment that is permitted by the New Senior Subordinated Note Indenture.

"Attributable Indebtedness" in respect of a sale and leaseback transaction means, at the time of determination, the present value (discounted at the rate of interest implicit in such transaction, determined in accordance with GAAP) of the obligation of the lessee for net 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 or may, at the option of the lessor, be extended).

"Capital Expenditure Indebtedness" means Indebtedness incurred by any Person to finance the purchase or construction of any property or assets acquired or constructed by such Person which have a useful life of more than one year so long as (a) the purchase or construction price for such property or assets is included in "addition to property, plant or equipment" in accordance with GAAP, (b) the acquisition or construction of such property or assets is not part of any acquisition of a Person or line of business and (c) such Indebtedness is incurred within 90 days of the acquisition or completion of construction of such property or assets.

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

"Capital Stock" means (a) in the case of a corporation, corporate stock,
(b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock, (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited), and (d) any other interest or participation that confers on a person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person.

"Cash Equivalents" means (a) United States dollars, (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof having maturities of not more than six months from the date of acquisition, (c) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case with any

domestic commercial bank having capital and surplus in excess of $500.0 million, (d) repurchase obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above, (e) commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Service and in each case maturing within six months after the date of acquisition and (f) any fund investing exclusively in investments of the types described in clauses (a) through (e) above.

"Consolidated Cash Flow" means, with respect to any Person for any period, the Consolidated Net Income of such Person for such period plus (a) an amount equal to any extraordinary loss plus any net loss realized in connection with an Asset Sale (to the extent such losses were deducted in computing such Consolidated Net Income), plus (b) provision for taxes based on income or profits of such Person and its Subsidiaries for such period, to the extent that such provision for taxes was included in computing such Consolidated Net Income, plus (c) consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net payments (if any) pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income, plus (d) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses (other than deferred rental expense) that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income.

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

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

"Designated Senior Debt" means, with respect to any Person, (i) any Indebtedness of such Person outstanding under the New Credit Agreement and thereafter (ii) any other Senior Debt of such Person permitted under the New Senior Subordinated Note Indenture the principal amount of which is $25 million or more and that has been designated by such Person as "Designated Senior Debt."

"Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise is exchangeable for Indebtedness (except to the extent exchangeable at the option of such Person subject to the terms of any debt instrument to which such Person is a party) or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is 91 days after the date on which the New Senior Subordinated Notes mature; provided, however, that any Capital Stock that would constitute Disqualified

Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a Change of Control or an Asset Sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "--Certain Covenants--Restricted Payments."

"DLJMB" means DLJ Merchant Banking Partners II, L.P. and its Affiliates.

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

"Existing Indebtedness" means Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the New Credit Agreement) in existence on the date of the New Senior Subordinated Note Indenture, until such amounts are repaid.

"Fixed Charges" means, with respect to any Person for any period, the sum of (a) consolidated interest expense of such Person and its Subsidiaries for such period, whether paid or accrued (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations and net payments (if any) pursuant to Hedging Obligations), and (b) commissions, discounts and other fees and charges incurred with respect to letters of credit and bankers' acceptances financing, and (c) any interest expense on Indebtedness of another Person that is guaranteed by such Person or secured by a Lien on assets of such Person and (d) the product of
(i) all dividend payments on any series of preferred stock of such Person (other than dividends payable solely in Equity Interests that are not Disqualified Stock), times (ii) a fraction, the numerator or of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as decimal, in each case, on a consolidated basis and in accordance with GAAP.

"Fixed Charge Coverage Ratio" means with respect to any Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Subsidiaries for such period (exclusive of amounts attributable to discontinued operations, as determined in accordance with GAAP, or operations and businesses disposed of prior to the Calculation Date (as defined below)) to the Fixed Charges of such Person for such period (exclusive of amounts attributable to discontinued operations, as determined in accordance with GAAP, or operations and businesses disposed of prior to the Calculation Date, but only to the extent that the obligations giving rise to such Fixed Charges would no longer be obligations contributing to such Person's Fixed Charges subsequent to the Calculation Date). In the event that the Company or any of its Subsidiaries incurs, assumes, guarantees or redeems any Indebtedness (other than revolving credit borrowings) or issues preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated but prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, guarantee or redemption of Indebtedness, or such issuance or redemption of preferred stock, as if the same had occurred at the beginning of the applicable four-quarter reference period. For purposes of making the computation referred to above, acquisitions that have been made by the Company or any of its Subsidiaries, including all mergers and consolidations and any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date shall be calculated on a pro forma basis and shall be deemed to have occurred on the first day of such four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated to include the Consolidated Cash Flow of the acquired entities (adjusted to exclude (x) the cost of any compensation, remuneration or other benefit paid or provided to any employee, consultant, Affiliate or equity owner of the acquired entities to the extent such costs are eliminated and not replaced and (y) the amount of any reduction in general, administrative or overhead costs of the acquired entities, in each case, as determined in good faith by an officer of the Company) without giving effect to clause (c) of the proviso set forth in the definition of Consolidated Net Income.

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

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

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

"Indebtedness" means, with respect to any Person, any indebtedness of such Person, whether or not contingent, in respect of borrowed money or evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof) or bankers' acceptances or representing Capital Lease Obligations or the balance deferred and unpaid of the purchase price of any property or representing any Hedging Obligations, except any such balance that constitutes an accrued expense or trade payable, if and to the extent any of the foregoing indebtedness (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of such Person prepared in accordance with GAAP, as well as Indebtedness of others secured by a Lien on any asset of such Person (whether or not such Indebtedness is assumed by such Person) and, to the extent not otherwise included, the guarantee by such Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof (together with any interest thereon that is more than 30 days past due), in the case of any Indebtedness that does not require current payments of interest, and (b) the principal amount thereof, in the case of any other Indebtedness.

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

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

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

"Net Proceeds" means the aggregate cash proceeds received by the Company or any of its Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (without duplication) (a) the direct costs relating to such Asset Sale (including, without limitation, legal, accounting and investment banking fees, sales commissions, recording fees, title transfer fees, and appraiser fees) and any relocation expenses incurred as a result thereof, (b) taxes paid or estimated to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), (c) amounts required to be applied to the repayment of Indebtedness (other than revolving credit Indebtedness incurred pursuant to the New Credit Agreement) secured by a Lien on the asset or assets that were the subject of such Asset Sale, and
(d) any reserve established in accordance with GAAP or any amount placed in escrow, in either case for adjustment in respect of the sale price of such asset or assets, until such time as such reserve is reversed or such escrow arrangement is terminated, in which case Net Proceeds shall include only the amount of the reserve so reversed or the amount returned to the Company or its Subsidiaries from such escrow arrangement, as the case may be.

"New Credit Agreement" means the New Credit Agreement, including any related notes, guarantees, collateral and security documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, subject to the terms thereof and of the New Senior Subordinated Note Indenture.

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

"Permitted Business" means any business in which the Company or the Subsidiary Guarantors are engaged on the date of the New Senior Subordinated Note Indenture or any business reasonably related, incidental or ancillary thereto.

"Permitted Investments" means (a) any Investment in the Company or in a Wholly Owned Subsidiary of the Company, (b) any Investment in cash or Cash Equivalents, (c) any Investment by the Company or any Subsidiary of the Company in a Person that is engaged in a Permitted Business if as a result of such Investment (i) such Person becomes a Wholly Owned Subsidiary of the Company and a Subsidiary Guarantor or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Wholly Owned Subsidiary of the Company, (d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "--Repurchase at the Option of Holders--Asset Sales," (e) any Investment acquired solely in exchange for Equity Interests (other than Disqualified Stock) of the Company, and (f) other Investments in any Person that is engaged in a Permitted Business which Investment has a fair market value (as determined by a resolution of the Board of Directors of the Company and set forth in an officer's certificate delivered to the Trustee), when taken together with all other Investments made pursuant to this clause (f) that are at the time outstanding, not to exceed $10.0 million.

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

"Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Subsidiaries; provided that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount of (or accreted value, if applicable), plus premium, if any, and accrued interest on, the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus the amount of reasonable expenses incurred in connection therewith),
(b) such Permitted Refinancing Indebtedness has a final maturity date no earlier than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, (c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of

payment to the New Senior Subordinated Notes, such Permitted Refinancing Indebtedness is subordinated in right of payment to the New Senior Subordinated Notes on terms at least as favorable, taken as a whole, to the holders of New Senior Subordinated Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded, and (d) such Indebtedness is incurred either by the Company or by the Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded.

"Principals" means DLJMB.

"Qualified Offering" means (i) any issuance of common stock or preferred stock by the Company (excluding Disqualified Stock) that is registered pursuant to the Securities Act, other than issuance registered on Form S-8 and issuances registered on Form S-4, and (ii) any private issuance of common stock or preferred stock of the Company (excluding Disqualified Stock), other than issuances of common stock pursuant to employee benefit plans of the Company or otherwise as compensation of employees of the Company.

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

"Senior Debt" means, with respect to any Person, (a) all Obligations of such Person outstanding under the New Credit Agreement and all Hedging Obligations payable to a lender or an Affiliate thereof or to a Person that was a lender or an Affiliate thereof at the time the contract was entered into under the New Credit Agreement or any of its Affiliates, including, without limitation, interest accruing subsequent to the filing of, or which would have accrued but for the filing of, a petition for bankruptcy, whether or not such interest is an allowable claim in such bankruptcy proceeding, (b) any other Indebtedness of such Person unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated in right of payment to any other Senior Debt of such Person, and (c) all Obligations with respect to the foregoing. Notwithstanding anything to the contrary in the foregoing, Senior Debt will not include (i) any liability for federal, state, local or other taxes, (ii) any Indebtedness of such Person to any of its Subsidiaries, (iii) any trade payables or (iv) any Indebtedness that is incurred in violation of the New Senior Subordinated Note Indenture.

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

"Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof.

"Subsidiary" means, with respect to any Person, (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof) and (b) any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or of one or more Subsidiaries of such Person (or any combination thereof).

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

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

DESCRIPTION OF CERTAIN INDEBTEDNESS

NEW CREDIT AGREEMENT

In connection with the Refinancing Plan, the Company will enter into the New Credit Agreement pursuant to which DLJ Capital Funding, Inc., an affiliate of DLJ, will act as an arranger and syndication agent, and Fleet National Bank N.A., as administrative agent. The New Credit Agreement is expected to provide for total lending commitments of up to $160.0 million. The New Credit Agreement will be comprised of (i) a Revolving Credit Facility of up to $30.0 million, which includes borrowing capacity available for letters of credit and for same-day notice swingline loans, (ii) Tranche A Term Loans of up to $50.0 million and (iii) Tranche B Term Loans of up to $80.0 million. Borrowings under the New Credit Agreement, together with the proceeds of the Offering and the Common Stock Offering, will be used to repay the Company's existing indebtedness as described under "Use of Proceeds." The proceeds of loans under the New Credit Agreement may also be used to fund the Company's working capital needs, capital expenditures and other general corporate purposes, including the issuance of letters of credit.

Borrowings under the New Credit Agreement, like the Company's Existing Credit Agreement, will bear interest annually, at the Company's option, at the rate based on either (i) an "Alternate Base Rate" (defined as, generally, the higher of the Federal Funds Rate, as published by the Federal Reserve Bank of New York, plus 0.5%, or the administrative agent's prime lending rate) plus (a) in the case of Tranche A Term Loans or revolving credit loans, 1.5% or (b) in the case of Tranche B Term Loans, 1.75% or (ii) a reserve-adjusted "LIBO" rate, plus (x) in the case of Tranche A Term Loans or revolving credit loans, 2.5% or (y) in the case of Tranche B Term Loans, 2.75%. Margins set forth for Tranche A Term Loans and revolving credit loans will be subject to certain performance-based reductions occurring not earlier than six months from the closing date of the New Credit Agreement. In addition, the Company must pay a fee on the face amount of each letter of credit outstanding at a rate equal to the LIBO margin.

It is expected that borrowings under the New Credit Agreement will be guaranteed by, and secured by a pledge of all of the capital stock and assets of, the Company's subsidiaries.

The New Credit Agreement will contain various covenants that limit or restrict, among other things, subject to certain exceptions, the incurrence of indebtedness, the creation of liens, transactions with affiliates, restricted payments, investments and acquisitions, mergers, consolidations, dissolutions, asset sales, dividends, distributions, and certain other transactions and business activities by the Company.