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instrument, (iii) obligations of the Company as lessee under capitalized leases
and leases of property made as part of any sale and leaseback transactions, (iv)
indebtedness of others of any of the kinds described in the preceding clauses
(i) through (iii) assumed or guaranteed by the Company and (v) renewals,
extensions and refundings of, and indebtedness and obligations of a successor
corporation issued in exchange for or in replacement of, indebtedness or
obligations of the kinds described in the preceding clauses (i) through (iv).
Notwithstanding the foregoing, Senior Debt will not include: (i) any particular
indebtedness, obligation, renewal, extension or refunding if the instrument
creating or evidencing the same or the assumption or guarantee thereof expressly
provides that such indebtedness, obligation, renewal, extension or refunding is
not superior in right of payment to the Note.  As used in the second preceding
sentence, the term "purchase money obligations" shall mean indebtedness or
obligations evidenced by a note, debenture, bond or other instrument (whether or
not secured by any lien or other security interest but excluding indebtedness or
obligations for which recourse is limited to the property purchased) issued or
assumed as all or part of the consideration for the acquisition of property,
whether by purchase, merger, consolidation or otherwise, but shall not include
any trade accounts payable.

          These provisions set forth in this paragraph (a) and the following
paragraphs (b), (c), (d), (e) and (f) (the "Subordination Provisions") are made
for the benefit of the holders from time to time of Senior Debt, and such
holders and/or each of them may enforce such provisions.

          (b) Upon the maturity of any Senior Debt by lapse of time,
acceleration or otherwise, all principal thereof and interest thereon shall
first be paid in full, or such payment duly provided for in cash or in a manner
satisfactory to the holders of such Senior Debt, before any payment is made on
account of the principal or interest on this Note or to acquire this Note.

          Upon the happening of an event of default (or if any event of default
would result upon any payment with respect to this Note) with respect to any
Senior Debt, as such event of default is defined therein or in the instrument
under which it is outstanding, permitting the holders to accelerate the maturity
thereof, and, if the default is other than default in payment of the principal
or interest on such Senior Debt, upon written notice thereof given to the
Company by the holders of such Senior Debt or their representative, then, unless
and until such event of default shall have been cured or waived or shall have
ceased to exist, no payment shall be made by the Company with respect to the
principal or interest on this Note or to acquire this Note.


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