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                                    INDENTURE

                         Dated as of September 21, 2005

                                      Among

                               TRC FINANCE, INC.,

                             THE RESTAURANT COMPANY,

               THE GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO

                                       and

                              THE BANK OF NEW YORK,
                                   as Trustee

                            10% SENIOR NOTES DUE 2013

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                             CROSS-REFERENCE TABLE*

Trust Indenture Act Section                                    Indenture Section
-----------------------------------------------------------   ------------------
310(a)(1)..................................................          7.10
   (a)(2)..................................................          7.10
   (a)(3)..................................................          N.A.
   (a)(4)..................................................          N.A.
   (a)(5)..................................................          7.10
   (b).....................................................          7.10
   (c).....................................................          N.A.
311(a).....................................................          7.11
   (b).....................................................          7.11
   (c).....................................................          N.A.
312(a).....................................................          2.05
   (b).....................................................          12.03
   (c).....................................................          12.03
313(a).....................................................          7.06
   (b)(1)..................................................          N.A.
   (b)(2)..................................................       7.06; 7.07
   (c).....................................................       7.06; 12.02
   (d).....................................................          7.06
314(a).....................................................   4.03; 12.02; 12.05
   (b).....................................................          N.A.
   (c)(1)..................................................          12.04
   (c)(2)..................................................          12.04
   (c)(3)..................................................          N.A.
   (d).....................................................          N.A.
   (e).....................................................          12.05
   (f).....................................................          N.A.
315(a).....................................................          7.01
   (b).....................................................       7.05; 12.02
   (c).....................................................          7.01
   (d).....................................................          7.01
   (e).....................................................          6.14
316(a)(last sentence)......................................          2.09
   (a)(1)(A)...............................................          6.05
   (a)(1)(B)...............................................          6.04
   (a)(2)..................................................          N.A.
   (b).....................................................          6.07
   (c).....................................................       2.12; 9.04
317(a)(1)..................................................          6.08
   (a)(2)..................................................          6.12
   (b).....................................................          2.04
318(a).....................................................          12.01
   (b).....................................................          N.A.
   (c).....................................................          12.01

N.A. means not applicable.

* This Cross-Reference Table is not part of the Indenture.



                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01    Definitions..............................................     1
Section 1.02    Other Definitions........................................    23
Section 1.03    Incorporation by Reference of Trust Indenture Act........    24
Section 1.04    Rules of Construction....................................    24
Section 1.05    Acts of Holders..........................................    25

                                    ARTICLE 2

                                    THE NOTES

Section 2.01    Form and Dating; Terms...................................    26
Section 2.02    Execution and Authentication.............................    27
Section 2.03    Registrar, Paying Agent and Calculation Agent............    27
Section 2.04    Paying Agent to Hold Money in Trust......................    28
Section 2.05    Holder Lists.............................................    28
Section 2.06    Transfer and Exchange....................................    28
Section 2.07    Replacement Notes........................................    40
Section 2.08    Outstanding Notes........................................    40
Section 2.09    Treasury Notes...........................................    41
Section 2.10    Temporary Notes..........................................    41
Section 2.11    Cancellation.............................................    41
Section 2.12    Defaulted Interest.......................................    41
Section 2.13    CUSIP Numbers............................................    42

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01    Notices to Trustee.......................................    42
Section 3.02    Selection of Notes to Be Redeemed or Purchased...........    42
Section 3.03    Notice of Redemption or Repurchase.......................    43
Section 3.04    Effect of Notice of Redemption...........................    44
Section 3.05    Deposit of Redemption or Purchase Price..................    44
Section 3.06    Notes Redeemed or Purchased in Part......................    45
Section 3.07    Optional Redemption......................................    45
Section 3.08    Mandatory Redemption.....................................    45
Section 3.09    Offers to Repurchase by Application of Excess Proceeds...    46


                                       -i-



                                    ARTICLE 4

                                    COVENANTS

Section 4.01    Payment of Notes.........................................    47
Section 4.02    Maintenance of Office or Agency..........................    48
Section 4.03    Reports..................................................    48
Section 4.04    Compliance Certificate...................................    49
Section 4.05    Taxes....................................................    50
Section 4.06    Stay, Extension and Usury Laws...........................    50
Section 4.07    Limitation on Restricted Payments........................    50
Section 4.08    Dividend and Other Payment Restrictions Affecting
                   Restricted Subsidiaries...............................    54
Section 4.09    Limitation on Incurrence of Indebtedness.................    55
Section 4.10    Asset Sales..............................................    58
Section 4.11    Transactions with Affiliates.............................    60
Section 4.12    Liens....................................................    61
Section 4.13    Corporate Existence......................................    62
Section 4.14    Offer to Repurchase upon Change of Control...............    62
Section 4.15    Sale and Leaseback Transactions..........................    64
Section 4.16    Business Activities......................................    64
Section 4.17    Payments for Consent.....................................    64
Section 4.18    Subsidiary Guarantees....................................    64

                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01    Merger, Consolidation or Sale of All or Substantially All
                   Assets................................................    65
Section 5.02    Successor Corporation Substituted........................    66

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01    Events of Default........................................    66
Section 6.02    Acceleration.............................................    68
Section 6.03    Other Remedies...........................................    68
Section 6.04    Waiver of Past Defaults..................................    68
Section 6.05    Control by Majority......................................    69
Section 6.06    Limitation on Suits......................................    69
Section 6.07    Rights of Holders of Notes to Receive Payment............    69
Section 6.08    Collection Suit by Trustee...............................    69
Section 6.09    Restoration of Rights and Remedies.......................    70
Section 6.10    Rights and Remedies Cumulative...........................    70
Section 6.11    Delay or Omission Not Waiver.............................    70
Section 6.12    Trustee May File Proofs of Claim.........................    70
Section 6.13    Priorities...............................................    71
Section 6.14    Undertaking for Costs....................................    71


                                      -ii-



                                    ARTICLE 7

                                     TRUSTEE

Section 7.01    Duties of Trustee........................................    71
Section 7.02    Rights of Trustee........................................    72
Section 7.03    Individual Rights of Trustee.............................    73
Section 7.04    Trustee's Disclaimer.....................................    73
Section 7.05    Notice of Defaults.......................................    74
Section 7.06    Reports by Trustee to Holders of the Notes...............    74
Section 7.07    Compensation and Indemnity...............................    74
Section 7.08    Replacement of Trustee...................................    75
Section 7.09    Successor Trustee by Merger, etc.........................    76
Section 7.10    Eligibility; Disqualification............................    76
Section 7.11    Preferential Collection of Claims Against Issuer.........    76

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01    Option to Effect Legal Defeasance or Covenant
                   Defeasance............................................    76
Section 8.02    Legal Defeasance and Discharge...........................    76
Section 8.03    Covenant Defeasance......................................    77
Section 8.04    Conditions to Legal or Covenant Defeasance...............    78
Section 8.05    Deposited Money and Government Securities to Be Held in
                   Trust; Other Miscellaneous Provisions.................    79
Section 8.06    Repayment to Issuer......................................    79
Section 8.07    Reinstatement............................................    79

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01    Without Consent of Holders of Notes......................    80
Section 9.02    With Consent of Holders of Notes.........................    81
Section 9.03    Compliance with Trust Indenture Act......................    82
Section 9.04    Revocation and Effect of Consents........................    82
Section 9.05    Notation on or Exchange of Notes.........................    82
Section 9.06    Trustee to Sign Amendments, etc..........................    83

                                   ARTICLE 10

                                   GUARANTEES

Section 10.01   Guarantee................................................    83
Section 10.02   Limitation on Guarantor Liability........................    84
Section 10.03   Execution and Delivery...................................    85
Section 10.04   Subrogation..............................................    85
Section 10.05   Benefits Acknowledged....................................    85
Section 10.06   Release of Guarantees....................................    85


                                      -iii-



                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

Section 11.01   Satisfaction and Discharge...............................    86
Section 11.02   Application of Trust Money...............................    87

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01   Trust Indenture Act Controls.............................    87
Section 12.02   Notices..................................................    87
Section 12.03   Communication by Holders of Notes with Other Holders of
                Notes....................................................    89
Section 12.04   Certificate and Opinion as to Conditions Precedent.......    89
Section 12.05   Statements Required in Certificate or Opinion............    89
Section 12.06   Rules by Trustee and Agents..............................    90
Section 12.07   No Personal Liability of Directors, Officers, Employees
                   and Stockholders......................................    90
Section 12.08   Governing Law............................................    90
Section 12.09   Waiver of Jury Trial.....................................    90
Section 12.10   Force Majeure............................................    90
Section 12.11   No Adverse Interpretation of Other Agreements............    90
Section 12.12   Successors...............................................    90
Section 12.13   Severability.............................................    91
Section 12.14   Counterpart Originals....................................    91
Section 12.15   Table of Contents, Headings, etc.........................    91
Section 12.16   Qualification of Indenture...............................    91

EXHIBITS

Exhibit A       Form of Note
Exhibit B       Form of Certificate of Transfer
Exhibit C       Form of Certificate of Exchange
Exhibit D       Form of Guarantee


                                      -iv-



          INDENTURE, dated as of September 21, 2005, among TRC Finance, Inc., a
Delaware corporation ("Finance"), The Restaurant Company, a Delaware corporation
("TRC"), the Guarantors (as defined herein) listed on the signature pages hereto
and The Bank of New York, a New York banking corporation, as Trustee.

                                   WITNESSETH:

          WHEREAS, Finance has duly authorized the creation of an issue of
$190,000,000 aggregate principal amount of 10% Senior Notes due 2013 (the
"Initial Notes");

          WHEREAS, in connection with the Transaction (as defined herein),
Finance will merge with and into TRC, after which the obligations of Finance
with respect to the due and punctual payment of the principal of, premium, if
any, and interest on all the Notes and the performance and observation of each
covenant and agreement under this Indenture on the part of Finance to be
performed or observed will become obligations of TRC and unconditionally and
irrevocably guaranteed by the Guarantors; and

          WHEREAS, each of Finance, TRC and each of the Guarantors has duly
authorized the execution and delivery of this Indenture.

          NOW, THEREFORE, Finance, TRC, the Guarantors and the Trustee agree as
follows for the benefit of each other and for the equal and ratable benefit of
the Holders of the Notes.

                                   ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01 Definitions.

          "144A Global Note" means a Global Note substantially in the form of
Exhibit A hereto, as the case may be, bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in
the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Notes sold in reliance on Rule
144A.

          "Acquired Debt" 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 becomes 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 any asset acquired by such specified Person.

          "Acquisition" means the acquisition directly or indirectly by TRC
Holding Corp. of The Restaurant Holding Corporation.

          "Additional Interest" means all additional interest then owing
pursuant to the Registration Rights Agreement.

          "Additional Notes" means additional Notes (other than the Initial
Notes and other than Exchange Notes for such Initial Notes issued pursuant to
Sections 2.06, 2.07, 2.10 and 3.06) issued from time to time under this
Indenture in accordance with Sections 2.01 and 4.09 hereof.



          "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as used with respect to any Person, shall mean
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise; provided that
beneficial ownership of 10% or more of the Voting Stock of a Person shall be
deemed to be control.

          "Agent" means any Registrar or Paying Agent.

          "Applicable Premium" means, with respect to any Note on any Redemption
Date, the greater of:

          (1)  1.0% of the principal amount of any Note; or

          (2)  the excess of:

               (a) the present value at such redemption date of (i) the
          redemption price of the Note at October 1, 2009 (such redemption price
          being set forth in Section 3.07 hereof), plus (ii) all required
          interest payments due on the Note through October 1, 2009 (excluding
          accrued but unpaid interest to the Redemption Date), computed using a
          discount rate equal to the Treasury Rate as of such Redemption Date
          plus 50 basis points; over

               (b) the principal amount of the Note, if greater.

          "Applicable Procedures" means, with respect to any transfer,
redemption or exchange of or for beneficial interests in any Global Note, the
rules and procedures of the Depositary, Euroclear and/or Clearstream that apply
to such transfer, redemption or exchange.

          "Asset Acquisition" means, with respect to any Person, (1) an
Investment by such Person or any Restricted Subsidiary of such Person in any
third Person pursuant to which such third Person shall become a Restricted
Subsidiary of such Person or any Restricted Subsidiary of such Person, or shall
be merged with or into such Person or any Restricted Subsidiary of such Person,
or (2) the acquisition by such Person or any Restricted Subsidiary of such
Person of the assets of any third Person (other than a Restricted Subsidiary of
such Person) which constitute all or substantially all of the assets of such
third Person or comprises any division or line of business of such third Person
or any other properties or assets of such third Person other than in the
ordinary course of business.

          "Asset Sale" means (i) the sale, lease, conveyance or other
disposition of any assets or rights (including, without limitation, by way of a
sale and leaseback) other than sales of inventory and leases (or subleases) of
restaurant facilities and related equipment to franchisees, in each case in the
ordinary course of business (provided that the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Issuer and its
Subsidiaries taken as a whole will be governed by Sections 4.14 and 5.01 and not
by Section 4.10, and (ii) the issue or sale by the Issuer or any of its
Subsidiaries of Equity Interests of any of the Issuer's Restricted Subsidiaries
other than director's qualifying shares or shares required by applicable law to
be held by a Person other than the Issuer or a Restricted Subsidiary, in the
case of either clause (i) or (ii), whether in a single transaction or a series
of related transactions (a) that have a fair market value in excess of $2.0
million or (b) for net proceeds in excess of $2.0 million. Notwithstanding the
foregoing, the following items shall not be deemed to be


                                      -2-



Asset Sales: (i) a transfer, sale or other disposition of assets by the Issuer
to a Restricted Subsidiary or by a Restricted Subsidiary to the Issuer or to
another Restricted Subsidiary, (ii) an issuance, sale, transfer or other
disposition of Equity Interests by a Restricted Subsidiary to the Issuer or to
another Restricted Subsidiary, (iii) a Restricted Payment that is permitted by
Section 4.07 or the definition of Permitted Investment, (iv) any sale, lease,
sublease or other disposition of assets that are no longer used, or are damaged,
worn-out or obsolete, by the Issuer or any of its Restricted Subsidiaries; (v)
issuance of Equity Interests by a Restricted Subsidiary of the Issuer in which
the Issuer's percentage interest (direct and indirect) in the Equity Interests
of such Restricted Subsidiary, after giving effect to such issuance, is at least
equal to its percentage interest prior thereto; (vi) the sale or other
disposition of Cash Equivalents or Marketable Securities; (vii) the sale, lease,
sublease, license, sublicense or consignment of accounts receivable, equipment,
inventory, real property, or other assets in the ordinary course of business,
including leases or subleases with respect to facilities which are temporarily
not in use or pending their disposition; (viii) trade or exchange of assets of
equivalent fair market value; (ix) the licensing of intellectual property or
other general intangibles to third Persons on customary terms as determined by
the Board of Directors in good faith; (x) the good faith surrender or waiver of
contract rights or the settlement, release or surrender of claims of any kind;
and (xi) the sale or other disposal of property or assets pursuant to the
exercise of any remedies pursuant to the Credit Facilities or the other security
documents relating to any Indebtedness permitted under this Indenture.

          "Attributable Debt" 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).

          "Average Market Price" means, with respect to any Marketable
Securities as of any relevant date of determination the average of the Closing
Price per share or other unit of such Marketable Securities for the period of
five full Trading Days ending on and including the third full Trading Day prior
to such relevant date of determination (appropriately adjusted to reflect the
effect of any stock splits, reverse splits, stock dividends and any other
similar events affecting such security).

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

          "Board of Directors" means (i) with respect to a corporation, the
board of directors of the corporation or any committee thereof duly authorized
to act on behalf of such board, (ii) with respect to a partnership, the Board of
Directors of the general partner of the partnership, (iii) with respect to a
limited liability company, the managing member or members or any controlling
committee or board of directors of the sole member or of the managing member
thereof and (iv) with respect to any other person, the board or committee of
such Person serving a similar function.

          "Broker-Dealer" has the meaning set forth in the Registration Rights
Agreement.

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

          "Capital Interests" means (i) in the case of a corporation, corporate
stock, (ii) in the case of an association or business entity, any and all
shares, interests, participations, rights or other equivalents (however
designated) of corporate stock, (iii) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited) and (iv) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or


                                      -3-



distributions of assets of, the issuing Person (other than earn-outs or similar
consideration payable in connection with an acquisition).

          "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.

          "Cash Equivalents" means:

          (i) United States dollars,

          (ii) securities issued or directly and fully guaranteed or insured by
     the United States government or any agency or instrumentality thereof
     (provided that the full faith and credit of the United States is pledged in
     support thereof) having maturities of not more than twelve months from the
     date of acquisition,

          (iii) 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 lender party to the New Credit Facility or
     with any commercial bank organized under the laws of the United States of
     America or any state thereof or the District of Columbia or any foreign
     country recognized by the United States of America having capital and
     surplus, at the time of acquisition thereof, in excess of $500 million (or
     foreign currency equivalent thereof) and a Thomson BankWatch Rating of "B"
     or better,

          (iv) repurchase obligations with a term of not more than seven days
     for underlying securities of the types described in clauses (ii) and (iii)
     above entered into with any financial institution meeting the
     qualifications specified in clause (iii) above,

          (v) commercial paper having the highest rating obtainable from Moody's
     Investors Service, Inc. or Standard & Poor's Rating Services, Inc. and in
     each case maturing within nine months after the date of acquisition,

          (vi) securities issued by any state of the United States of America or
     any political subdivision of any such state or any public instrumentality
     thereof maturing within one year from the date of acquisition thereof and,
     at the time of acquisition thereof, having one of the two highest ratings
     obtainable from either Standard & Poor's Rating Services, Inc. or Moody's
     Investors Service, Inc.,

          (vii) investments by Restricted Subsidiaries in local currencies in
     instruments issued by or with entities in jurisdictions outside of the
     United States having correlative attributes to the foregoing, and

          (viii) money market funds at least 95% of the assets of which
     constitute Cash Equivalents of the kinds described in clauses (i) through
     (vii) of this definition.

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

          (i) any sale, lease, exchange or other transfer (other than a Lien
     permitted by this Indenture or by way of consolidation or merger), in one
     transaction or a series of related transactions) of all or substantially
     all of the assets of the Issuer and its Subsidiaries, taken as a whole, to
     any Person or group of related Persons for purposes of Section 13(d) of the
     Exchange


                                      -4-



     Act (a "Group"), together with any Affiliates thereof (whether or not
     otherwise in compliance with the provisions of this Indenture) other than
     in all such cases to one or more Permitted Holders;

          (ii) the approval by the holders of Capital Interests of the Issuer of
     any plan or proposal for the liquidation or dissolution of the Issuer
     (whether or not otherwise in compliance with the provisions of this
     Indenture);

          (iii) any Person or Group (other than the Permitted Holders and any
     entity formed and controlled by the Permitted Holders for the purpose of
     owning Capital Interests of Parent) shall become the owner, directly or
     indirectly, beneficially or of record, of shares representing more that 50%
     of the aggregate ordinary voting power represented by the issued and
     outstanding Capital Interests of Parent or the Issuer; or

          (iv) the replacement over a two-year period of a majority of the Board
     of Directors of Parent (or if Parent has been liquidated or dissolved, the
     Issuer) who constituted the Board of Directors of Parent or the Issuer, as
     the case may be, at the beginning of such period, and such replacement
     shall not have been approved by a vote of at least a majority of the
     Continuing Directors.

          "Clearstream" means Clearstream Banking Societe Anonyme and any
     successor thereto.

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

          "Consolidated Cash Flow" means, with respect to any Person, for any
period, the sum (without duplication) of:

          (i)  Consolidated Net Income; and

          (ii) to the extent Consolidated Net Income has been reduced thereby:

               (a) all income taxes of such Person and its Restricted
          Subsidiaries paid or accrued in accordance with GAAP for such period;

               (b) Consolidated Interest Expense;

               (c) Consolidated Non-Cash Charges;

               (d) the GAAP rental expense associated with operating leases less
          the actual cash rental expense associated with such operating leases;

               (e) any management fee paid by the Issuer and its Restricted
          Subsidiaries in such period pursuant to the terms of the Management
          Agreement as in effect on the Issue Date and as described in the
          Offering Memorandum;

               (f) all transaction and restructuring costs incurred during such
          period in connection with any Asset Acquisition in an aggregate amount
          not to exceed five percent of the total enterprise value of such Asset
          Acquisition; and

               (g) the aggregate amount of Pre-Opening Costs incurred during
          such period in an aggregate amount not to exceed $2.0 million in any
          period,


                                      -5-



all as determined on a consolidated basis for such Person and its Restricted
Subsidiaries in accordance with GAAP.

          "Consolidated Interest Expense" means, with respect to any Person for
any period, the sum of, without duplication, the aggregate interest expense of
such Person and its Restricted 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, write-off of
deferred financing cost, non-cash interest payments, the interest component of
any deferred payment obligations, the interest component of all payments
associated with Capital Lease Obligations (paid, accrued and/or scheduled) to be
paid or accrued, imputed interest with respect to Attributable Debt,
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 (including fees and premiums)), to the extent that any
such expense was deducted in computing such Consolidated Net Income on a
consolidated basis for such Person and its Restricted Subsidiaries and
determined in accordance with GAAP.

          "Consolidated Leverage Ratio" means, with respect to any Person, the
ratio of total Indebtedness of such Person and its Restricted Subsidiaries
during the four full fiscal quarters (the "Four Quarter Period") ending prior to
the date of the transaction giving rise to the need to calculate the
Consolidated Leverage Ratio for which financial statements are available (the
"CLR Transaction Date") to the Consolidated Cash Flow of such Person for the
Four Quarter Period. In addition to and without limitation of the foregoing, for
purposes of this definition, total Indebtedness and "Consolidated Cash Flow"
shall be calculated after giving effect on a pro forma basis for the period of
such calculation to:

          (1) the incurrence or repayment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries (and the application of the proceeds
     thereof) giving rise to the need to make such calculation and any
     incurrence or repayment of other Indebtedness by such Person or any of its
     Restricted Subsidiaries (and the application of the proceeds thereof),
     other than the incurrence or repayment of Indebtedness in the ordinary
     course of business for working capital purposes pursuant to working capital
     facilities, occurring during the Four Quarter Period or at any time
     subsequent to the last day of the Four Quarter Period and on or prior to
     the CLR Transaction Date, as if such incurrence or repayment, as the case
     may be (and the application of the proceeds thereof), occurred on the first
     day of the Four Quarter Period; and

          (2) any asset sales or other dispositions or Asset Acquisitions
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of such Person or one of its
     Restricted Subsidiaries (including any Person who becomes a Restricted
     Subsidiary as a result of the Asset Acquisition) incurring, assuming or
     otherwise being liable for Acquired Debt and also including any
     Consolidated Cash Flow (including any Pro Forma Cost Savings) attributable
     to the assets which are the subject of the Asset Acquisition or asset sale
     or other disposition during the Four Quarter Period) occurring during the
     Four Quarter Period or at any time subsequent to the last day of the Four
     Quarter Period and on or prior to the CLR Transaction Date, as if such
     asset sale or other disposition or Asset Acquisition (including the
     incurrence, assumption or liability for any such Indebtedness) occurred on
     the first day of the Four Quarter Period.

In calculating Consolidated Interest Expense for the purpose of determining
Consolidated Cash Flow on a pro forma basis, (a) interest on outstanding
Indebtedness determined on a fluctuating basis as of the CLR Transaction Date
and which will continue to be so determined thereafter shall be deemed to have
accrued at a fixed rate per annum equal to the rate of interest on such
Indebtedness in effect on the CLR Transaction Date; (b) if interest on any
Indebtedness actually incurred on the CLR Transaction Date may


                                      -6-



optionally be determined at an interest rate based upon a factor of a prime or
similar rate, a eurocurrency interbank offered rate, or other rates, then the
interest rate in effect on the CLR Transaction Date will be deemed to have been
in effect during the Four-Quarter period; and (c) notwithstanding clause (a)
above, interest on Indebtedness determined on a fluctuating basis, to the extent
such interest is covered by agreements relating to interest rate swaps, caps or
collars, shall be deemed to accrue at the rate per annum resulting after giving
effect to the operation of such agreement.

          "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP, provided that there shall be excluded therefrom (without
duplication):

          (1) gains or losses from Asset Sales (without regard to the $2,000,000
     limitation set forth in the definition thereof) or other dispositions,
     abandonments or reserves relating thereto or the extinguishment of any
     Indebtedness, together with any related provision for taxes on such gains
     or losses;

          (2) extraordinary gains and extraordinary losses together with any
     related provision for taxes on such extraordinary gains or extraordinary
     losses;

          (3) the net income or loss of any Person acquired prior to the date it
     becomes a Restricted Subsidiary of the referent Person or is merged or
     consolidated with the referent Person or any Restricted Subsidiary of the
     referent Person;

          (4) solely for purpose of calculating Consolidated Net Income to
     determine the amount of Restricted Payments permitted under Section
     4.07(a)(3)(i), the net income (but not loss) of any Subsidiary of the
     Issuer (excluding in the case of the Issuer or any of its Restricted
     Subsidiary, any Restricted Subsidiary that is a Guarantor or a Foreign
     Subsidiary) to the extent that the declaration of dividends or similar
     distributions by that Subsidiary of that income is restricted by a
     contract, operation of law or otherwise, except to the extent that such net
     income is actually, or permitted to be, paid to the Issuer or a Restricted
     Subsidiary thereof by loans, advances, intercompany transfers, principal
     repayments or otherwise;

          (5) all gains realized on or because of the purchase or other
     acquisition by the Issuer or any of its Restricted Subsidiaries of any
     securities of such Person or any of its Restricted Subsidiaries;

          (6) the cumulative effect of a change in accounting principles;

          (7) any gain or loss due solely to fluctuations in currency values and
     the related tax effects in accordance with GAAP;

          (8) any non-cash expenses or charges resulting from the grant of
     stock, stock options or other equity-based awards;

          (9) unrealized non-cash gains or losses in respect of Hedging
     Obligations;

          (10) any amortization of the consideration paid for any
     non-competition agreements or arrangements entered into in connection with
     the transactions described under the caption "The Transactions" in the
     Offering Memorandum;


                                      -7-



          (11) any goodwill impairment charges;

          (12) the net income of any Person, other than a Restricted Subsidiary
     of the referent Person, except to the extent of cash dividends or
     distributions paid to the referent Person or to a Restricted Subsidiary of
     the referent Person by such Person;

          (13) any restoration to income of any contingency reserve, except to
     the extent that provision for such reserve was made out of Consolidated Net
     Income accrued at any time following the Issue Date;

          (14) income or loss attributable to discontinued operation (including,
     without limitation, operations disposed or during such period whether or
     not such operations were classified as discontinued);

          (15) all transaction and restructuring costs incurred during such
     period in connection with the Acquisition; and

          (16) in the case of a successor to the referent Person by
     consolidation or merger or as a transferee of the referent Person's assets,
     any earnings of the successor corporation prior to such consolidation,
     merger or transfer of assets.

In addition, Consolidated Net Income shall be reduced (to the extent not
otherwise deducted in the provision for income taxes for such period) by the
amount of any payment during such period pursuant to clause (2) of the
definition of "Permitted Payments to Parent."

          "Consolidated Non-Cash Charges" means, with respect to any Person and
its Restricted Subsidiaries, for any period, depreciation, amortization
(including amortization of goodwill and other intangibles but excluding
amortization of prepaid cash expenses 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 any
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, minus non-cash items increasing such
Consolidated Net Income for such period (other than accruals of revenue in the
ordinary course of business and reversals in such period of an accrual of, or
reserve for, a cash charge in another period) on a consolidated basis for such
Person and its Restricted Subsidiaries and determined in accordance with GAAP.

          "Continuing Directors" means, as of any date of determination, any
member of the Board of Directors of the Issuer who (i) was a member of such
Board of Directors on the Issue Date, (ii) was nominated for election or elected
to such Board of Directors with the approval of a majority of the Continuing
Directors who were members of such Board of Directors at the time of such
nomination or election, or (iii) was nominated for election to such Board of
Directors by a Permitted Holder.

          "Corporate Trust Office of the Trustee" means the principal office of
the Trustee at which at any time its corporate trust business shall be
administered, which office at the date hereof is located at 101 Barclay Street,
Floor 8 West, New York, New York 10286, Attention: Corporate Trust
Administration, or such other address as the Trustee may designate from time to
time by notice to the Holders and the Issuer, or the principal corporate trust
office of any successor Trustee (or such other address as such successor Trustee
may designate from time to time by written notice to the Holders and the
Issuer).


                                      -8-



          "Credit Facilities" means one or more debt facilities (including,
without limitation, the New Credit Facility) or commercial paper facilities or
indentures with banks or other lenders or a trustee providing for revolving
credit loans, term loans, receivables financing (including through the sale of
receivables to such lenders or to special purpose entities formed to borrow from
such lenders against such receivables), issuance of notes or letters of credit,
in each case, as amended, restated, modified, substituted, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

          "Custodian" means the Trustee, as custodian with respect to the Notes
issuable or issued in whole or in part in global form, or any successor entity
thereto appointed as a custodian hereunder and having become such pursuant to
the applicable provisions of this Indenture.

          "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.

          "Definitive Note" means a certificated Note registered in the name of
the Holder thereof and issued in accordance with Section 2.06(c) hereof,
substantially in the form of Exhibit A hereto, as the case may be, except that
such Note shall not bear the Global Note Legend and shall not have the "Schedule
of Exchanges of Interests in the Global Note" attached thereto.

          "Depositary" means, with respect to the Notes issuable or issued in
whole or in part in global form, the Person specified in Section 2.03 hereof as
the Depositary with respect to the Notes, and any and all successors thereto
appointed as Depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

          "Disqualified Interest" means any Capital Interest that, by its terms
(or by the terms of any security into which it is convertible, or for which it
is exchangeable, at the option of the holder thereof), or upon the happening of
any event (other than an event that would constitute a Change of Control),
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or redeemable at the sole option of the holder thereof (except in
each case, upon the occurrence of a Change of Control or to the extent such
Capital Interest is only redeemable or exchangeable into Qualified Capital
Stock), in whole or in part, on or prior to the date on which the Notes mature
for cash or is convertible into or exchangeable for debt securities of the
Issuer or its Subsidiaries at any time prior to such date; provided, however,
that any Capital Interests that would constitute Disqualified Interests solely
because the holders thereof have the right to require the Issuer to repurchase
or redeem such Capital Interests upon the occurrence of a Change of Control or
an Asset Sale shall not constitute Disqualified Interests if the terms of such
Capital Interests provide that the Issuer may not repurchase or redeem any such
Capital Interests pursuant to such provisions unless such repurchase or
redemption complies with Section 4.07.

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

          "Equity Offering" means any public or private sale of Qualified
Capital Interests of the Issuer or any direct or indirect parent entity of the
Issuer, provided that, in the event of an Equity Offering by any direct or
indirect parent entity of the Issuer, such parent entity contributes to the
capital of the Issuer the portion of the net cash proceeds of such Equity
Offering necessary to pay the aggregate redemption price (plus accrued interest
to the redemption date) of the Notes to be redeemed pursuant to Section 3.07(b).

          "Euroclear" means Euroclear S.A./N.V., as operator of the Euroclear
system and any successor thereto.


                                      -9-



          "Exchange Act" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto, and the rules and regulations of
the SEC promulgated thereunder.

          "Exchange Notes" means the Notes issued in the Exchange Offer pursuant
to Section 2.06(f) hereof.

          "Exchange Offer" has the meaning set forth in the Registration Rights
Agreement.

          "Exchange Offer Registration Statement" has the meaning set forth in
the Registration Rights Agreement.

          "Fixed Charge Coverage Ratio" means, with respect to any Person, the
ratio of total Consolidated Cash Flow of such Person and its Restricted
Subsidiaries during the Four Quarter Period ending prior to the date of the
transaction giving rise to the need to calculate the Fixed Charge Coverage Ratio
for which financial statements are available (the "FCCR Transaction Date") to
Fixed Charges of such Person for the Four Quarter Period. In addition to and
without limitation of the foregoing, for purposes of this definition,
"Consolidated Cash Flow" and "Fixed Charges" shall be calculated after giving
effect on a pro forma basis for the period of such calculation to:

          (1) the incurrence or repayment of any Indebtedness of such Person or
     any of its Restricted Subsidiaries, or the issuance or redemption of
     preferred stock by such Person or any of its Restricted Subsidiaries (in
     each case, and the application of the proceeds thereof) giving rise to the
     need to make such calculation and any incurrence or repayment of other
     Indebtedness (or the issuance or redemption or other repayment of any other
     preferred stock by such Person or any of its Restricted Subsidiaries (in
     each case, and the application of the proceeds thereof), other than the
     incurrence or repayment of Indebtedness in the ordinary course of business
     for working capital purposes pursuant to working capital facilities,
     occurring during the Four Quarter Period or at any time subsequent to the
     last day of the Four Quarter Period and on or prior to the FCCR Transaction
     Date, as if such incurrence or repayment, as the case may be (and the
     application of the proceeds thereof), occurred on the first day of the Four
     Quarter Period; and

          (2) any asset sales or other dispositions or Asset Acquisitions
     (including, without limitation, any Asset Acquisition giving rise to the
     need to make such calculation as a result of such Person or one of its
     Restricted Subsidiaries (including any Person who becomes a Restricted
     Subsidiary as a result of the Asset Acquisition) incurring, assuming or
     otherwise being liable for Acquired Debt and also including any
     Consolidated Cash Flow (including any Pro Forma Cost Savings) attributable
     to the assets which are the subject of the Asset Acquisition or asset sale
     or other disposition during the Four Quarter Period) occurring during the
     Four Quarter Period or at any time subsequent to the last day of the Four
     Quarter Period and on or prior to the FCCR Transaction Date, as if such
     asset sale or other disposition or Asset Acquisition (including the
     incurrence, assumption or liability for any such Indebtedness) occurred on
     the first day of the Four Quarter Period.

In calculating Fixed Charges attributable to interest on any Indebtedness
computed on a pro forma basis, (a) interest on outstanding Indebtedness
determined on a fluctuating basis as of the FCCR Transaction Date and which will
continue to be so determined thereafter shall be deemed to have accrued at a
fixed rate per annum equal to the rate of interest on such Indebtedness in
effect on the FCCR Transaction Date; (b) if interest on any Indebtedness
actually incurred on the FCCR Transaction Date may optionally be determined at
an interest rate based upon a factor of a prime or similar rate, a eurocurrency
interbank offered rate, or other rates, then the interest rate in effect on the
FCCR Transaction Date will be deemed to have been in effect during the
Four-Quarter period; and (c) notwithstanding clause (a) above, interest


                                      -10-



on Indebtedness determined on a fluctuating basis, to the extent such interest
is covered by agreements relating to interest rate swaps, caps or collars, shall
be deemed to accrue at the rate per annum resulting after giving effect to the
operation of such agreement.

          "Fixed Charges" means, with respect to any Person for any period, the
sum, without duplication, of

          (i) the Consolidated Interest Expense of such Person and its
     Restricted Subsidiaries for such period, whether paid or accrued; and

          (ii) the product of (a) all cash dividend payments, on any series of
     preferred equity of such Person or any of its Restricted Subsidiaries paid
     during such period to any Person other than such Person or any of its
     Restricted Subsidiaries times (b) a fraction, the numerator 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 a
     decimal, in each case, on a consolidated basis and in accordance with GAAP.

          "Foreign Subsidiaries" means any Subsidiary of the Issuer which was
not formed under the laws of the United States or any state of the United States
or the District of Columbia.

          "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 of the United States, as in effect from time to time.

          "Global Note Legend" means the legend set forth in Section 2.06(g)(ii)
hereof, which is required to be placed on all Global Notes issued under this
Indenture.

          "Global Notes" means, individually and collectively, each of the
Restricted Global Notes and the Unrestricted Global Notes, substantially in the
form of Exhibit A hereto issued in accordance with Section 2.01, 2.06(b),
2.06(d) or 2.06(f) hereof.

          "Government Securities" means securities that are:

          (1) direct obligations (or certificates representing an ownership
     interest in such obligations) of, or obligations guaranteed by, the United
     States of America for the timely payment of which its full faith and credit
     is pledged; or

          (2) obligations (or certificates representing an ownership interest in
     such obligations) of, or obligations guaranteed by, Person controlled or
     supervised by and acting as an agency or instrumentality of the United
     States of America the timely payment of which is unconditionally guaranteed
     as a full faith and credit obligation by the United States of America,
     which, in either case, are not callable or redeemable at the option of the
     issuers thereof.

          "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, by way of a pledge of
assets or through letters of credit or reimbursement agreements in respect
thereof), of all or any part of any Indebtedness.


                                      -11-



          "Guarantors" means any Subsidiary of the Issuer or any co-issuer or
co-obligor of the Notes that executes a Guarantee in accordance with the
provisions of this Indenture, and their respective successors and assigns.

          "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (i) interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements and other agreements or
arrangements designed for the purpose of fixing, hedging or swapping interest
rate risk; (ii) commodity swap agreements, commodity option agreements, forward
contracts and other agreements or arrangements designed for the purpose of
fixing, hedging or swapping commodity price risk; and (iii) foreign exchange
contracts, currency swap agreements and other agreements or arrangements
designed for the purpose of fixing, hedging or swapping foreign currency
exchange rate risk.

          "Heirs" of any individual mean such individual's estate, spouse,
lineal relatives (including adoptive descendants), administrator, committee or
other personal representative or other estate planning vehicle and any custodian
or trustee for the benefit of any spouse or lineal relatives (including adoptive
descendants) of such individual.

          "Holders" means a Person in whose name a Note is registered.

          "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 but excluding Obligations
with respect to letters of credit (including trade letters of credit) to the
extent such Obligations are cash collateralized or such letters of credit secure
Obligations (other than Obligations described above and Obligations in
connection with Capitalized Lease Obligations) entered into in the ordinary
course of business of such Person and such letters of credit are not drawn upon
or, if drawn upon, to the extent any such drawing is reimbursed no later than
three Business Days following receipt by such Person of a demand for
reimbursement) or banker's 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
(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 all Indebtedness of others secured by a Lien on any asset of such
Person (whether or not such Indebtedness is assumed by such Person),
Attributable Debt 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 (i) the accreted value thereof,
in the case of any Indebtedness issued with original issue discount, and (ii)
the principal amount thereof, together with any interest thereon that is more
than 30 days past due, in the case of any other Indebtedness. Indebtedness also
includes all Disqualified Interests issued by such Person with the amount of
Indebtedness represented by such Disqualified Interests being equal to its
maximum fixed repurchase price, but excluding accrued dividends, if any. For
purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Interests which does not have a fixed repurchase price shall be calculated in
accordance with the terms of such Disqualified Interests as if such Disqualified
Interests were purchased on any date on which Indebtedness shall be required to
be determined pursuant to this Indenture, and if such price is based upon, or
measured by, the fair market value of such Disqualified Interests, such fair
market value shall be determined reasonably and in good faith by the Board of
Directors of the issuer of such Disqualified Interests. Notwithstanding the
foregoing, in connection with the Asset Acquisition or other purchase by the
Issuer or any Restricted Subsidiary of any business or assets not in the
ordinary course of business, the term "Indebtedness" will exclude post closing
payment adjustments to which the seller may become entitled to the extent such


                                      -12-



payment is determined by a final closing balance sheet or such payment depends
on the performance of such business after the closing; provided, however, that
at the time of closing, the amount of any such payment is not determinable and,
to the extent such payment thereafter becomes fixed and determined, the amount
is paid within 30 days thereafter.

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

          "Indirect Participant" means a Person who holds a beneficial interest
in a Global Note through a Participant.

          "Initial Notes" as defined in the recitals hereto.

          "Initial Purchasers" means Wachovia Capital Markets, LLC, BNP Paribas
Securities Corp., Jefferies & Company, Inc. and Piper Jaffray & Co.

          "Interest Payment Date" means April 1 and October 1 of each year to
stated maturity, commencing April 1, 2006.

          "Investments" means, with respect to any Person, all investments by
such Person in other Persons (including Affiliates) in the form of direct or
indirect loans (including guarantees of Indebtedness or other obligations),
advances or capital contributions (excluding extensions of credit to customers
or advances, deposits or payments to or with suppliers, lessors or utilities or
for worker's compensation, in each case, in the ordinary course of business that
are required to be recorded in accordance with GAAP as accounts receivable,
prepaid expenses or deposits on the balance sheet of such Person and excluding
commissions, travel and similar advances to officers and employees made
consistent with past practices) and purchases or other acquisitions for
consideration of Indebtedness, Equity Interests or other securities. If the
Issuer or any Restricted Subsidiary of the Issuer sells or otherwise disposes of
any Equity Interests of any Restricted Subsidiary of the Issuer such that, after
giving effect to any such sale or disposition, such Person is no longer a
Restricted Subsidiary of the Issuer, the Issuer 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 Restricted Subsidiary not sold or disposed
of in an amount determined as provided in Section 4.07(a)(3)(iii). Except as
otherwise provided for herein, the amount of an Investment shall be its fair
market value at the time the Investment is made and without giving effect to
subsequent changes in value.

          "Issue Date" means September 21, 2005.

          "Issuer" means (a) prior to the consummation of the Acquisition,
Finance and not any of its Affiliates and (b) from and after the consummation of
the Acquisition, TRC and not any of its Subsidiaries, and any successor thereto.

          "Issuer Order" means a written request or order signed on behalf of
the Issuer by an Officer of the Issuer, who must be the principal executive
officer, the principal financial officer, the treasurer or the principal
accounting officer of the Issuer, and delivered to the Trustee.

          "Legal Holiday" means a Saturday, a Sunday or a day on which banking
institutions are not required to be open in the State of New York.

          "Letter of Transmittal" means the letter of transmittal, or electronic
equivalent in accordance with Applicable Procedures to be prepared by the Issuer
and sent to all Holders of the Notes for use by such Holders in connection with
the Exchange Offer.


                                      -13-



          "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).

          "Management Agreement" means the management agreement among the
Issuer, Parent, TRC Holding Corp., TRC Holding LLC and Castle Harlan, Inc., as
in effect on the Issue Date.

          "Marketable Securities" means any securities listed or quoted on any
national securities exchange that has registered with the SEC pursuant to
Section 6(a) of the Exchange Act, the Nasdaq National Market or any designated
offshore securities market as defined in Regulation S under the Securities Act.

          "Net Proceeds" means the aggregate cash proceeds received by the
Issuer or any of its Restricted 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
the direct costs relating to such Asset Sale or disposition of such non-cash
consideration, including, without limitation, (i) legal, accounting and
investment banking fees, sales commissions, and any severance and relocation
expenses incurred as a result thereof, (ii) all taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions and any tax sharing arrangements, (iii) amounts required
to be applied to the repayment of Indebtedness (other than revolving credit
Indebtedness, unless there is a required reduction in commitments) secured by a
Lien on the asset or assets that were the subject of such Asset Sale, (iv)
appropriate amounts to be provided by the Issuer or any Restricted Subsidiary,
as the case may be, as a reserve, (1) against any liabilities associated with
such Asset Sale and retained by the Issuer or any Restricted Subsidiary, as the
case may be, after such Asset Sale, including, without limitation, pension and
other post-employment benefit liabilities, liabilities related to environmental
matters and liabilities under any indemnification obligations associated with
such Asset Sale, or (2) for adjustment in respect of the sale price of the
property or assets that are the subject of such Asset Sale; and (v) amounts
required to be paid to any Person (other than the Issuer or any of its
Restricted Subsidiaries) owning a beneficial interest in the assets that are the
subject of the Asset Sale.

          "New Credit Facility" means the Revolving Credit Agreement dated as of
September , 2005 among the Issuer, Wachovia Bank, National Association as agent
and the lenders party thereto and any related notes, collateral documents,
letters of credit and guarantees, including any appendices, exhibits or
schedules to any of the foregoing (as the same may be in effect from time to
time), in each case, as such agreements may be amended, modified, renewed,
refunded, replaced, restated, substituted, refinanced, supplemented or restated
from time to time (whether with the original agents and lenders or other agents
or lenders or otherwise, and whether provided under the original credit
agreement or other credit agreements or otherwise, including any agreement
extending the maturity of, refinancing, replacing, or otherwise restructuring
(including increasing the amount of available borrowings thereunder or adding
Subsidiaries of the Issuer as additional borrowers or guarantors thereunder) all
or any portion of the Indebtedness under such agreement or any successor or
replacement agreement and whether by the same or any other agent, lender or
group of lenders.

          "Non-Recourse Debt" means Indebtedness (i) as to which neither the
Issuer nor any of its Restricted Subsidiaries (a) provides credit support of any
kind (including any undertaking, agreement or instrument that would constitute
Indebtedness), (b) is directly or indirectly liable (as a guarantor or


                                      -14-



otherwise), or (c) constitutes the lender; and (ii) as to which (a) the explicit
terms provide that there is no recourse against any assets of the Issuer or any
of its Restricted Subsidiaries or (b) the lenders have been notified in writing
that they will not have any recourse to the stock or assets of the Issuer or any
of its Restricted Subsidiaries.

          "Non-U.S. Person" means a Person who is not a U.S. Person.

          "Notes" means the Initial Notes and more particularly means any Note
authenticated and delivered under this Indenture. For all purposes of this
Indenture, the term "Notes" shall also include any Additional Notes that may be
issued under a supplemental indenture. The Notes (including any Exchange Notes
issued in exchange therefor) are separate series of Notes, but shall be treated
as a single class for all purposes under this Indenture, except as set forth
herein. For purposes of this Indenture, all references to Notes to be issued or
authenticated upon transfer, replacement or exchange shall be deemed to refer to
Notes of the applicable series.

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

          "Offering Memorandum" means the offering memorandum, dated September
16, 2005, relating to the sale of the Initial Notes.

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

          "Officer's Certificate" means a certificate signed on behalf of the
Issuer by an Officer of the Issuer, who must be the principal executive officer,
the principal financial officer, the treasurer or the principal accounting
officer of the Issuer, that meets the requirements set forth in this Indenture.

          "Opinion of Counsel" means a written opinion from legal counsel that
meets the requirements of Section 12.05 hereof. The counsel may be an employee
of or counsel to the Issuer or any Subsidiary of the Issuer.

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

          "Permitted Business" means the business of the Issuer and its
Restricted Subsidiaries, as presently conducted by the Issuer and its Restricted
Subsidiaries and other businesses that are ancillary or related thereto.

          "Permitted Holders" means (1) Castle Harlan Partners IV, L.P. and any
Person controlling, controlled by, or under common control with, and any account
controlled or managed by or under common control or management with Castle
Harlan Partners IV, L.P. or (2) Castle Harlan Inc. and employees, management and
directors of (including any of their Heirs), and Persons owning accounts managed
or advised by or controlled by, any of the foregoing and their respective
Affiliates.

          "Permitted Investments" means:

          (a) any Investment in the Issuer or in a Restricted Subsidiary of the
     Issuer;


                                      -15-



          (b) any Investment in Cash Equivalents or Marketable Securities;

          (c) any Investment by the Issuer or any Restricted Subsidiary of the
     Issuer in a Person, if as a result of such Investment (i) such Person
     becomes a Restricted Subsidiary of the Issuer 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 Issuer or a
     Restricted Subsidiary of the Issuer and that is engaged in a Permitted
     Business;

          (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 Section 4.10;

          (e) any acquisition of assets solely in exchange for the issuance of
     Equity Interests (other than Disqualified Interests) of the Issuer or any
     parent of the Issuer;

          (f) Investments represented by guarantees that are otherwise permitted
     under this Indenture;

          (g) Investments existing on the Issue Date;

          (h) Hedging Obligations entered into in the ordinary course of the
     Issuer's or its Restricted Subsidiaries' businesses, consistent with past
     practice, and otherwise in compliance with this Indenture;

          (i) Investments in the Notes;

          (j) Investments in securities of trade creditors or customers received
     pursuant to any plan of reorganization or similar arrangement upon the
     bankruptcy or insolvency of such trade creditors or customers in exchange
     for claims against such trade creditors or customers or in good faith
     settlement of delinquent obligations of such trade creditors and customers;

          (k) Investment in franchisees including the acceptance by the Issuer
     and its Restricted Subsidiaries of promissory notes from such franchisees
     as payment of such franchisees' obligations to the Issuer or any of its
     Restricted Subsidiaries not in excess of $4.0 million at any one time
     outstanding;

          (l) advances to suppliers and customers in the ordinary course of
     business;

          (m) any Investments in promissory notes acquired in a Permitted
     Non-Cash Transaction, provided that not more than $5.0 million in aggregate
     principal amount of such promissory notes remains outstanding after giving
     effect to such Investment (excluding any such promissory notes outstanding
     on the date of this Indenture);

          (n) loans and advances, including advances for travel and moving
     expenses, to employees that are not officers or directors of the Issuer and
     its Restricted Subsidiaries in the ordinary course of business, for bona
     fide business purposes not in excess of $1.0 million at any one time
     outstanding; and

          (o) other Investments in any Person having an aggregate fair market
     value (measured on the date each such Investment was made and without
     giving effect to subsequent changes in value), when taken together with all
     other Investments made pursuant to this clause (o) since the date of this
     Indenture, not to exceed $5.0 million.


                                      -16-



          "Permitted Liens" means:

          (i) Liens securing Indebtedness under Credit Facilities to the extent
     such Indebtedness was permitted by the terms of this Indenture to be
     incurred solely pursuant to Sections 4.09(c)(i) and (xvi);

          (ii) Liens in favor of the Issuer;

          (iii) Liens to secure Indebtedness (including Capital Lease
     Obligations) permitted by Section 4.09(c)(iv), which Liens with respect
     solely to Capital Lease Obligations and purchase money obligations and not
     mortgage financings shall cover only the assets acquired, constructed,
     installed, designed, or improved with the proceeds of such Indebtedness;

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

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

          (vi) Liens securing Hedging Obligations that relate to Indebtedness
     that is otherwise permitted under this Indenture;

          (vii) Liens arising by reason of any judgment, decree or order, but
     not giving rise to an Event of Default so long as such Lien is adequately
     bonded and any appropriate legal proceedings which may have been duly
     initiated for the review of such judgment decree on order shall not have
     been finally terminated or the period within such proceedings may be
     initiated shall not have expired;

          (viii) Liens securing the Notes and all other monetary obligations
     under this Indenture and the Guarantees;

          (ix) Liens securing Refinancing Indebtedness incurred to Refinance any
     Indebtedness which has been secured by a Lien permitted under this
     paragraph and incurred in accordance with Section 4.09; provided that such
     Liens: (i) taken as a whole are no less favorable to the Holders and are
     not more favorable in any material respect to the lienholders with respect
     to such Liens than the Liens in respect of the Indebtedness being
     Refinanced; and (ii) do not extend to or cover any property or assets of
     the Issuer or any of its Restricted Subsidiaries not securing the
     Indebtedness so Refinanced;

          (x) Liens to secure additional Capital Lease Obligations and
     additional mortgage financings that were permitted to be incurred pursuant
     to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a), which
     Liens with respect solely to Capital Lease Obligations and not mortgage
     financings shall cover only the assets acquired, constructed, installed,
     designed or improved with the proceeds of such Indebtedness, up to an
     aggregate of $15.0 million in principal amount at any one time outstanding;

          (xi) Liens existing on the Issue Date;


                                      -17-



          (xii) precautionary financing statements filed with respect to
     operating leases or other transactions not involving the incurrence of
     Indebtedness;

          (xiii) Liens securing Acquired Debt incurred in accordance with
     Section 4.09; provided that:

               (a) such Liens secured such Acquired Debt at the time of and
          prior to the incurrence of such Acquired Debt by the Issuer or a
          Restricted Subsidiary of the Issuer and were not granted in connection
          with, or in anticipation of, the incurrence of such Acquired Debt by
          the Issuer or a Restricted Subsidiary of the Issuer; and

               (b) such Liens do not extend to or cover any property or assets
          of the Issuer or any of its Restricted Subsidiaries other than the
          property or assets that secured the Acquired Debt prior to the time
          such Indebtedness became Acquired Debt of the Issuer or a Restricted
          Subsidiary of the Issuer and are no more favorable in any material
          respect to the lienholders than those securing the Acquired Debt prior
          to the incurrence of such Acquired Debt by the Issuer or a Restricted
          Subsidiary of the Issuer; and

          (xiv) Liens securing Indebtedness permitted by Section 4.09(c)(xvii).

          "Permitted Non-Cash Transaction" means any sale, lease or other
disposition of restaurants and related equipment for consideration consisting of
cash and/or promissory notes of the acquiror of such assets, provided that not
more than $5.0 million in aggregate principal amount of such promissory notes
remains outstanding after giving effect to such transaction (excluding any such
promissory notes outstanding on the Issue Date).

          "Permitted Payments to Parent" means, without duplication as to
amounts:

          (1) payments to Parent or any direct or indirect parent of Parent to
     permit Parent or any direct or indirect parent of Parent to pay franchise
     taxes, directors fees and reasonable accounting, legal and administrative
     expenses of Parent when due, in an aggregate amount not to exceed $500,000
     per annum;

          (2) for so long as the Issuer is a member of a group filing a
     consolidated or combined tax return with Parent or any direct or indirect
     parent of Parent, payments to Parent or any direct or indirect parent of
     Parent in respect of an allocable portion of the tax liabilities of such
     group that is attributable to the Issuer and its Subsidiaries ("Tax
     Payments"). The Tax Payments shall not exceed the lesser of (i) the amount
     of the relevant tax (including any penalties and interest) that the Issuer
     would owe if the Issuer were filing a separate tax return (or a separate
     consolidated or combined return with its Subsidiaries that are members of
     the consolidated or combined group), taking into account any carryovers and
     carrybacks of tax attributes (such as net operating losses) of the Issuer
     and such Subsidiaries from other taxable years and (ii) the net amount of
     the relevant tax that Parent actually owes to the appropriate taxing
     authority. Any Tax Payments received from the Issuer shall be paid over to
     the appropriate taxing authority within 30 days of Parent's or any direct
     or indirect parent of Parent's receipt of such Tax Payments or refunded to
     the Issuer; and

          (3) payments to Parent or any direct or indirect parent of Parent to
     permit the Parent or any direct or indirect parent of Parent to make
     certain payments permitted to be made under Section 4.07.


                                      -18-



          "Permitted Refinancing Indebtedness" means any Indebtedness of the
Issuer or any of its Restricted Subsidiaries issued in exchange for, or the net
proceeds of which are used to extend, refinance, renew, redeem, replace, defease
or refund other Indebtedness of the Issuer or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

          (i) 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 fees, expenses, premiums,
     defeasance costs and accrued interest on, the Indebtedness so extended,
     refinanced, renewed, redeemed, replaced, defeased or refunded (plus the
     amount of reasonable expenses incurred in connection therewith);

          (ii) such Permitted Refinancing Indebtedness has a final maturity date
     later 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, redeemed, renewed, replaced,
     defeased or refunded;

          (iii) if the Indebtedness being extended, refinanced, renewed,
     replaced, defeased or refunded is subordinated in right of payment to the
     Notes or Disqualified Interests, then the Permitted Refinancing
     Indebtedness must have a final maturity date later than the final maturity
     date of, and be subordinated in right of payment to, the Notes on terms at
     least as favorable to the Holders of Notes as those contained in the
     documentation governing the Indebtedness being extended, refinanced,
     renewed, redeemed, replaced, defeased or refunded; and

          (iv) such Indebtedness is incurred either by the Issuer or by the
     Restricted Subsidiary who is the obligor on the Indebtedness being
     extended, refinanced, renewed, replaced, defeased or refunded.

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

          "Pre-Opening Costs" means "start-up costs" (such term used herein as
defined in SOP 98-5 published by the American Institute of Certified Public
Accountants) related to the acquisition, opening and organizing of new
restaurants, including, without limitation, the cost of feasibility studies,
staff-training, and recruiting and travel costs for employees engaged in such
start-up activities.

          "Private Placement Legend" means the legend set forth in Section
2.06(g)(i) hereof to be placed on all Notes issued under this Indenture, except
where otherwise permitted by the provisions of this Indenture.

          "Pro Forma Cost Savings" means, with respect to any period, the
reduction in net costs and related adjustments that (i) were directly
attributable to an acquisition that occurred during the Four-Quarter Period or
after the end of the Four-Quarter Period and on or prior to the applicable
calculation date and calculated on a basis that is consistent with Regulation
S-X under the Securities Act as in effect and applied as of the Issue Date, (ii)
were actually implemented by the business that was the subject of any such
acquisition within six months after the date of the acquisition and prior to the
calculation date that are supportable and quantifiable by the underlying
accounting records of such business or (iii) relate to the business that is the
subject of any such acquisition and that the Issuer reasonably determines are
probable based upon specifically identifiable actions to be taken within six
months of the date of the acquisition and, in the case of each of (i), (ii) and
(iii), are described, as provided below, in an Officer's Certificate, as if all
such reductions in costs had been effected as of the beginning of such period.
Pro


                                      -19-



Forma Cost Savings described above shall be accompanied by a certificate
delivered to the trustee from the Issuer's chief financial officer that outlines
the specific actions taken or to be taken, the net cost savings achieved or to
be achieved from each such action and that, in the case of clause (iii) above,
such savings have been determined to be probable.

          "QIB" means a "qualified institutional buyer" as defined in Rule 144A.

          "Qualified Capital Interest" means a Capital Interest that is not a
Disqualified Interest.

          "Record Date" for the interest or Additional Interest, if any, payable
on any applicable Interest Payment Date means March 15 or September 15 (whether
or not a Business Day) next preceding such Interest Payment Date.

          "Registration Rights Agreement" means the Registration Rights
Agreement related to the Notes dated as of the Issue Date, among TRC Finance,
Inc, The Restaurant Company, the Guarantors and the Initial Purchasers, as such
agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more registration rights agreements
between the Issuer and the other parties thereto, as such agreement(s) may be
amended, modified or supplemented from time to time, relating to rights given by
the Issuer to the purchasers of Additional Notes to register such Additional
Notes under the Securities Act.

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

          "Regulation S Global Note" means a Regulation S Temporary Global Note
or Regulation S Permanent Global Note, as applicable.

          "Regulation S Permanent Global Note" means a permanent Global Note in
the form of Exhibit A hereto, as the case may be, bearing the Global Note Legend
and the Private Placement Legend and deposited with or on behalf of and
registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Note upon expiration of the Restricted Period.

          "Regulation S Temporary Global Note" means a temporary Global Note in
the form of Exhibit A hereto, as the case may be, bearing the Global Note
Legend, the Private Placement Legend and the Regulation S Temporary Global Note
Legend and deposited with or on behalf of and registered in the name of the
Depositary or its nominee, issued in a denomination equal to the outstanding
principal amount of the Notes initially sold in reliance on Rule 903.

          "Regulation S Temporary Global Note Legend" means the legend set forth
in Section 2.06(g)(iii) hereof.

          "Responsible Officer" means, when used with respect to the Trustee,
any officer within the corporate trust department of the Trustee, including any
vice president, assistant vice president, assistant secretary, assistant
treasurer, trust officer or any other officer of the Trustee who customarily
performs functions similar to those performed by the Persons who at the time
shall be such officers, respectively, or to whom any corporate trust matter is
referred because of such Person's knowledge of and familiarity with the
particular subject and who shall have direct responsibility for the
administration of this Indenture.

          "Restricted Definitive Note" means a Definitive Note bearing the
Private Placement Legend.


                                      -20-



          "Restricted Global Note" means a Global Note bearing the Private
Placement Legend.

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

          "Restricted Period" means the 40 day distribution compliance period as
defined in Regulation S.

          "Restricted Subsidiary" of a Person means any Subsidiary of the
referent Person that is not an Unrestricted Subsidiary.

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

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

          "Rule 903" means Rule 903 promulgated under the Securities Act.

          "Rule 904" means Rule 904 promulgated under the Securities Act.

          "SEC" means the U.S. Securities and Exchange Commission.

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

          "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, (i) any corporation,
association or other business entity of which more than 50% of the total voting
power of shares of Capital Interests 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 (ii) any partnership (a) the sole general partner or the managing
general partner of which is such Person or a Subsidiary of such Person or (b)
the only general partners of which are such Person or of one or more
Subsidiaries of such Person (or any combination thereof).

          "Trading Day" means, with respect to any Marketable Securities, a day
on which the principal United States or foreign securities exchange on which
such security is listed or admitted to trading, or the Nasdaq National Market if
such security is not listed or admitted to trading on any such securities
exchange, as applicable, is open for the transaction of business (unless such
trading shall have been suspended for the entire day).

          "Treasury Rate" means, as of any redemption date, the yield to
maturity as of such redemption date of United States Treasury securities with a
constant maturity (as compiled and published in the most recent Federal Reserve
Statistical Release H.15 (519) that has become publicly available at least two
Business Days prior to the redemption date (or, if such Statistical Release is
no longer published, any publicly available source or similar market data)) most
nearly equal to the period from the redemption date to October 1, 2009;
provided, however, that if the period from the redemption date to


                                      -21-



October 1, 2009, is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one
year will be used.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended (15 U.S.C Sections 77aaa-777bbbb), as in effect on the date on which
this Indenture is qualified under the Trust Indenture Act, except as otherwise
set forth in this Indenture.

          "Trustee" means The Bank of New York, as trustee, until a successor
replaces it in accordance with the applicable provisions of this Indenture and
thereafter means the successor serving hereunder.

          "Unrestricted Definitive Note" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.

          "Unrestricted Global Note" means a permanent Global Note,
substantially in the form of Exhibit A attached hereto, as the case may be, that
bears the Global Note Legend and that has the "Schedule of Exchanges of
Interests in the Global Note" attached thereto, and that is deposited with or on
behalf of and registered in the name of the Depositary, representing Notes that
do not bear the Private Placement Legend.

          "Unrestricted Subsidiary" means any Subsidiary that is designated by
the Board of Directors as an Unrestricted Subsidiary pursuant to a Board
Resolution, but only to the extent that such Subsidiary:

          (a) has no Indebtedness other than Non-Recourse Debt;

          (b) is not party to any agreement, contract, arrangement or
     understanding with the Issuer or any Restricted Subsidiary of the Issuer
     unless the terms of any such agreement, contract, arrangement or
     understanding are no less favorable to the Issuer or such Restricted
     Subsidiary than those that might be obtained at the time from Persons who
     are not Affiliates of the Issuer;

          (c) is a Person with respect to which neither the Issuer nor any of
     its Restricted Subsidiaries has any direct or indirect obligation (x) to
     subscribe for additional Equity Interests or (y) to maintain or preserve
     such Person's financial condition or to cause such Person to achieve any
     specified levels of operating results; and

          (d) has not guaranteed or otherwise directly or indirectly provided
     credit support for any Indebtedness of the Issuer or any of its Restricted
     Subsidiaries unless such guarantee or credit support is released upon its
     designation as an Unrestricted Subsidiary;

          Any such designation by the Board of Directors shall be evidenced to
the Trustee by filing with the Trustee a certified copy of the Board Resolution
giving effect to such designation and an Officer's Certificate certifying that
such designation complied with the foregoing conditions and was permitted by
Section 4.07. If, at any time, any Unrestricted Subsidiary would fail to meet
the foregoing requirements as an Unrestricted Subsidiary, it shall thereafter
cease to be an Unrestricted Subsidiary for purposes of this Indenture and any
Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted
Subsidiary of the Issuer as of such date (and, if such Indebtedness is not
permitted to be incurred as of such date under Section 4.09, the Issuer shall be
in Default). The Board of Directors of the Issuer may at any time designate any
Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Issuer of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be


                                      -22-



permitted if (i) such Indebtedness is permitted under Section 4.09, calculated
on a pro forma basis as if such designation had occurred at the beginning of the
Four-Quarter reference period, and (ii) no Default or Event of Default would be
in existence following such designation; and provided, further, that, to the
extent applicable, the Issuer shall cause such Subsidiary to comply with Section
4.18.

          "U.S. Person" means a U.S. person as defined in Rule 902(k) under the
Securities Act.

          "Voting Stock" of any Person as of any date means the Capital
Interests of such Person that are at the time entitled to vote in the election
of the Board of Directors of such Person.

          "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing (i) the sum
of the products obtained by multiplying (a) 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 (b) the
number of years (calculated to the nearest one-twelfth) that will elapse between
such date and the making of such payment, by (ii) the then outstanding principal
amount of such Indebtedness.

          "Wholly-Owned Restricted Subsidiary" of any Person means a Restricted
Subsidiary of such Person all of the outstanding Capital Interests 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 Restricted
Subsidiaries of such Person.

Section 1.02 Other Definitions.

                                                                      Defined in
Term                                                                    Section
----                                                                  ----------
"Affiliate Transaction"............................................      4.11
"Asset Sale Offer".................................................      4.10
"Authentication Order".............................................      2.02
"Change of Control Offer"..........................................      4.14
"Change of Control Payment"........................................      4.14
"Change of Control Payment Date"...................................      4.14
"Covenant Defeasance"..............................................      8.03
"DTC"..............................................................      2.03
"Event of Default".................................................      6.01
"Excess Proceeds"..................................................      4.10
"incur"............................................................      4.09
"Legal Defeasance".................................................      8.02
"Measurement Date".................................................      4.07
"Note Register"....................................................      2.03
"Offer Amount".....................................................      3.09
"Offer Period".....................................................      3.09
"Paying Agent".....................................................      2.03
"Permitted Debt"...................................................      4.09
"Primary Lien".....................................................      4.12
"Purchase Date"....................................................      3.09
"Redemption Date"..................................................      3.07
"Registrar"........................................................      2.03
"Restricted Payments"..............................................      4.07


                                      -23-



Section 1.03 Incorporation by Reference of Trust Indenture Act.

          Whenever this Indenture refers to a provision of the Trust Indenture
Act, the provision is incorporated by reference in and made a part of this
Indenture.

          The following Trust Indenture Act terms used in this Indenture have
the following meanings:

          "indenture securities" means the Notes;

          "indenture security holder" means a Holder of a Note and Guarantees;

          "indenture to be qualified" means this Indenture;

          "indenture trustee" or "institutional trustee" means the Trustee; and

          "obligor" on the Notes and the Guarantees means the Issuer and the
     Guarantors, respectively, and any successor obligor upon the Notes and the
     Guarantees, respectively.

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

Section 1.04 Rules of Construction.

          Unless the context otherwise requires:

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

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

          (c) "or" is not exclusive;

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

          (e) "will" shall be interpreted to express a command;

          (f) provisions apply to successive events and transactions;

          (g) references to sections of, or rules under, the Securities Act
     shall be deemed to include substitute, replacement or successor sections or
     rules adopted by the SEC from time to time;

          (h) unless the context otherwise requires, any reference to an
     "Article," "Section" or "clause" refers to an Article, Section or clause,
     as the case may be, of this Indenture; and

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


                                      -24-



Section 1.05 Acts of Holders.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by an agent duly
appointed in writing. Except as herein otherwise expressly provided, such action
shall become effective when such instrument or instruments or record or both are
delivered to the Trustee and, where it is hereby expressly required, to the
Issuer. Proof of execution of any such instrument or of a writing appointing any
such agent, or the holding by any Person of a Note, shall be sufficient for any
purpose of this Indenture and (subject to Section 7.01) conclusive in favor of
the Trustee and the Issuer, if made in the manner provided in this Section 1.05.

          (b) The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by the certificate of any notary public or other officer authorized
by law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by or on behalf of any legal entity other than an individual, such
certificate or affidavit shall also constitute proof of the authority of the
Person executing the same. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner that the Trustee deems sufficient.

          (c) The ownership of Notes shall be proved by the Register maintained
by the Registrar.

          (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Note shall bind every future Holder
of the same Note and the Holder of every Note issued upon the registration of
transfer thereof or in exchange therefor or in lieu thereof, in respect of any
action taken, suffered or omitted by the Trustee or the Issuer in reliance
thereon, whether or not notation of such action is made upon such Note.

          (e) The Issuer may, in the circumstances permitted by the Trust
Indenture Act, set a record date for purposes of determining the identity of
Holders entitled to give any request, demand, authorization, direction, notice,
consent, waiver or take any other act, or to vote or consent to any action by
vote or consent authorized or permitted to be given or taken by Holders. Unless
otherwise specified, if not set by the Issuer prior to the first solicitation of
a Holder made by any Person in respect of any such action, or in the case of any
such vote, prior to such vote, any such record date shall be the later of 30
days prior to the first solicitation of such consent or the date of the most
recent list of Holders furnished to the Trustee prior to such solicitation.

          (f) Without limiting the foregoing, a Holder entitled to take any
action hereunder with regard to any particular Note may do so with regard to all
or any part of the principal amount of such Note or by one or more duly
appointed agents, each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount. Any notice given or action
taken by a Holder or its agents with regard to different parts of such principal
amount pursuant to this paragraph shall have the same effect as if given or
taken by separate Holders of each such different part.

          (g) Without limiting the generality of the foregoing, a Holder,
including DTC that is the Holder of a Global Note, may make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders, and DTC that is the Holder of a Global Note
may


                                      -25-



provide its proxy or proxies to the beneficial owners of interests in any such
Global Note through such depositary's standing instructions and customary
practices.

          (h) The Issuer may fix a record date for the purpose of determining
the Persons who are beneficial owners of interests in any Global Note held by
DTC entitled under the procedures of such depositary to make, give or take, by a
proxy or proxies duly appointed in writing, any request, demand, authorization,
direction, notice, consent, waiver or other action provided in this Indenture to
be made, given or taken by Holders. If such a record date is fixed, the Holders
on such record date or their duly appointed proxy or proxies, and only such
Persons, shall be entitled to make, give or take such request, demand,
authorization, direction, notice, consent, waiver or other action, whether or
not such Holders remain Holders after such record date. No such request, demand,
authorization, direction, notice, consent, waiver or other action shall be valid
or effective if made, given or taken more than 90 days after such record date.

                                    ARTICLE 2

                                    THE NOTES

Section 2.01 Form and Dating; Terms.

          (a) General. The Notes and the Trustee's certificate of authentication
shall be substantially in the form of Exhibit A hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rules or
usage. Each Note shall be dated the date of its authentication. The Notes shall
be in denominations of $1,000 and integral multiples thereof. The amount of
Notes which may be issued under this Indenture is unlimited.

          (b) Global Notes. Notes issued in global form shall be substantially
in the form of Exhibit A hereto (including the Global Note Legend thereon and
the "Schedule of Exchanges of Interests in the Global Note" attached thereto).
Notes issued in definitive form shall be substantially in the form of Exhibit A
hereto (but without the Global Note Legend thereon and without the "Schedule of
Exchanges of Interests in the Global Note" attached thereto). Each Global Note
shall represent such of the outstanding Notes as shall be specified in the
"Schedule of Exchanges of Interests in the Global Note" attached thereto and
each shall provide that it shall represent up to the aggregate principal amount
of Notes from time to time endorsed thereon and that the aggregate principal
amount of outstanding Notes represented thereby may from time to time be reduced
or increased, as applicable, to reflect exchanges and redemptions. Any
endorsement of a Global Note to reflect the amount of any increase or decrease
in the aggregate principal amount of outstanding Notes represented thereby shall
be made by the Trustee or the Custodian, at the direction of the Trustee, in
accordance with instructions given by the Holder thereof as required by Section
2.06 hereof.

          (c) Temporary Global Notes. Notes offered and sold in reliance on
Regulation S shall be issued initially in the form of the Regulation S Temporary
Global Note, which shall be deposited on behalf of the purchasers of the Notes
represented thereby with the Trustee, as custodian for the Depositary, and
registered in the name of the Depositary or the nominee of the Depositary for
the accounts of designated agents holding on behalf of Euroclear or Clearstream,
duly executed by the Issuer and authenticated by the Trustee as hereinafter
provided. The Restricted Period shall be terminated upon:

          (i) receipt by the Issuer of a written certificate from the
     Depositary, together with copies of certificates from Euroclear and
     Clearstream certifying that they have received certification of non-United
     States beneficial ownership of 100% of the aggregate principal amount of
     the Regulation S Temporary Global Note (except to the extent of any
     beneficial


                                      -26-



     owners thereof who acquired an interest therein during the Restricted
     Period pursuant to another exemption from registration under the Securities
     Act and who shall take delivery of a beneficial ownership interest in a
     144A Global Note bearing a Private Placement Legend, all as contemplated by
     Section 2.06(b) hereof); and

          (ii) following such receipt, delivery of an Officer's Certificate to
     the Trustee

          Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Note shall be exchanged for
beneficial interests in the Regulation S Permanent Global Note pursuant to the
Applicable Procedures. Simultaneously with the authentication of the Regulation
S Permanent Global Note, the Trustee shall cancel the Regulation S Temporary
Global Note. The aggregate principal amount of the Regulation S Temporary Global
Note and the Regulation S Permanent Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee and the
Depositary or its nominee, as the case may be, in connection with transfers of
interest as hereinafter provided.

          (d) Terms. The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Issuer, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

Section 2.02 Execution and Authentication.

          At least one Officer shall execute the Notes on behalf of the Issuer
by manual or facsimile signature.

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

          A Note shall not be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose until authenticated substantially in the
form of Exhibit A attached hereto, as the case may be, by the manual signature
of the Trustee. The signature shall be conclusive evidence that the Note has
been duly authenticated and delivered under this Indenture.

          On the Issue Date, the Trustee shall, upon receipt of an Issuer Order
(an "Authentication Order"), authenticate and deliver the Initial Notes. In
addition, at any time, from time to time, the Trustee shall upon an
Authentication Order authenticate and deliver any Exchange Notes for an
aggregate principal amount specified in such Authentication Order for such
Exchange Notes issued hereunder. Aditional Notes may be issued from time to time
subject to Section 4.09.

          The Trustee may appoint an authenticating agent acceptable to the
Issuer to authenticate Notes. An authenticating agent may authenticate Notes
whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such agent. An
authenticating agent has the same rights as an Agent to deal with Holders or an
Affiliate of the Issuer.

Section 2.03 Registrar, Paying Agent and Calculation Agent.

          The Issuer shall maintain an office or agency where Notes may be
presented for registration of transfer or for exchange ("Registrar") and an
office or agency where Notes may be presented for payment ("Paying Agent"). The
Issuer may appoint one or more co-registrars and one or


                                      -27-



more additional paying agents. The term "Registrar" includes any co-registrar
and the term "Paying Agent" includes any additional paying agent. The Issuer may
change any Paying Agent or Registrar without prior notice to any Holder. The
Issuer shall notify the Trustee in writing of the name and address of any Agent
not a party to this Indenture. If the Issuer fails to appoint or maintain
another entity as Registrar or Paying Agent, the Trustee shall act as such. The
Issuer or any of its Subsidiaries may act as Paying Agent or Registrar.

          The Issuer initially appoints The Depository Trust Company ("DTC") to
act as Depositary with respect to the Global Notes.

          The Issuer initially appoints the Trustee to act as the Paying Agent
and Registrar for the Notes and to act as Custodian with respect to the Global
Notes.

Section 2.04 Paying Agent to Hold Money in Trust.

          The Issuer shall require each Paying Agent other than the Trustee to
agree in writing that the Paying Agent shall hold in trust for the benefit of
Holders or the Trustee all assets held by the Paying Agent for the payment of
principal, premium, if any, or Additional Interest, if any, or interest on the
Notes, and will notify the Trustee of any default by the Issuer in making any
such payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Issuer at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Issuer or a Subsidiary)
shall have no further liability for the money. If the Issuer or a Subsidiary
acts as Paying Agent, it shall segregate and hold in a separate trust fund for
the benefit of the Holders all money held by it as Paying Agent. Upon any
bankruptcy or reorganization proceedings relating to the Issuer, the Trustee
shall serve as Paying Agent for the Notes.

Section 2.05 Holder Lists.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
all Holders and shall otherwise comply with Trust Indenture Act Section 312(a).
If the Trustee is not the Registrar, the Issuer shall furnish to the Trustee at
least two Business Days before each Interest Payment Date and at such other
times as the Trustee may request in writing, a list in such form and as of such
date as the Trustee may reasonably require of the names and addresses of the
Holders of Notes and the Issuer shall otherwise comply with Trust Indenture Act
Section 312(a).

Section 2.06 Transfer and Exchange.

          (a) Transfer and Exchange of Global Notes. Except as otherwise set
forth in this Section 2.06, a Global Note may be transferred, in whole and not
in part, only to another nominee of the Depositary or to a successor Depositary
or a nominee of such successor Depositary. A beneficial interest in a Global
Note may not be exchanged for a Definitive Note unless (i) the Depositary (x)
notifies the Issuer that it is unwilling or unable to continue as Depositary for
such Global Note or (y) has ceased to be a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Issuer within 120 days or (ii) there shall have occurred and be continuing a
Default with respect to the Notes. Upon the occurrence of any of the preceding
events in (i) or (ii) above, Definitive Notes delivered in exchange for any
Global Note or beneficial interests therein will be registered in the names, and
issued in any approved denominations, requested by or on behalf of the
Depositary (in accordance with its customary procedures). Global Notes also may
be exchanged or replaced, in whole or in part, as provided in Sections 2.07 and
2.10 hereof. Every Note authenticated and delivered in exchange


                                      -28-



for, or in lieu of, a Global Note or any portion thereof, pursuant to this
Section 2.06 or Section 2.07 or 2.10 hereof, shall be authenticated and
delivered in the form of, and shall be, a Global Note, except for Definitive
Notes issued subsequent to any of the preceding events in (i) or (ii) above and
pursuant to Section 2.06(c) hereof. A Global Note may not be exchanged for
another Note other than as provided in this Section 2.06(a); provided, however,
that beneficial interests in a Global Note may be transferred and exchanged as
provided in Section 2.06(b), (c) or (f) hereof.

          (b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes shall be
effected through the Depositary, in accordance with the provisions of this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

          (i) Transfer of Beneficial Interests in the Same Global Note.
     Beneficial interests in any Restricted Global Note may be transferred to
     Persons who take delivery thereof in the form of a beneficial interest in
     the same Restricted Global Note in accordance with the transfer
     restrictions set forth in the Private Placement Legend; provided, however,
     that prior to the expiration of the Restricted Period, transfers of
     beneficial interests in the Regulation S Temporary Global Note may not be
     made to a U.S. Person or for the account or benefit of a U.S. Person (other
     than an Initial Purchaser). Beneficial interests in any Unrestricted Global
     Note may be transferred to Persons who take delivery thereof in the form of
     a beneficial interest in an Unrestricted Global Note. No written orders or
     instructions shall be required to be delivered to the Registrar to effect
     the transfers described in this Section 2.06(b)(i).

          (ii) All Other Transfers and Exchanges of Beneficial Interests in
     Global Notes. In connection with all transfers and exchanges of beneficial
     interests that are not subject to Section 2.06(b)(i) hereof, the transferor
     of such beneficial interest must deliver to the Registrar either (A) (1) a
     written order from a Participant or an Indirect Participant given to the
     Depositary in accordance with the Applicable Procedures directing the
     Depositary to credit or cause to be credited a beneficial interest in
     another Global Note in an amount equal to the beneficial interest to be
     transferred or exchanged and (2) instructions given in accordance with the
     Applicable Procedures containing information regarding the Participant
     account to be credited with such increase or (B) (1) a written order from a
     Participant or an Indirect Participant given to the Depositary in
     accordance with the Applicable Procedures directing the Depositary to cause
     to be issued a Definitive Note in an amount equal to the beneficial
     interest to be transferred or exchanged and (2) instructions given by the
     Depositary to the Registrar containing information regarding the Person in
     whose name such Definitive Note shall be registered to effect the transfer
     or exchange referred to in (1) above; provided that in no event shall
     Definitive Notes be issued upon the transfer or exchange of beneficial
     interests in the Regulation S Temporary Global Note prior to (A) the
     expiration of the Restricted Period and (B) the receipt by the Registrar of
     any certificates required pursuant to Rule 903. Upon consummation of an
     Exchange Offer by the Issuer in accordance with Section 2.06(f) hereof, the
     requirements of this Section 2.06(b)(ii) shall be deemed to have been
     satisfied upon receipt by the Registrar of the instructions contained in
     the Letter of Transmittal delivered by the Holder of such beneficial
     interests in the Restricted Global Notes. Upon satisfaction of all of the
     requirements for transfer or exchange of beneficial interests in Global
     Notes contained in this Indenture and the Notes or otherwise applicable
     under the Securities Act, the Trustee shall adjust the principal amount of
     the relevant Global Note(s) pursuant to Section 2.06(h) hereof.


                                      -29-



          (iii) Transfer of Beneficial Interests to Another Restricted Global
     Note. A beneficial interest in any Restricted Global Note may be
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in another Restricted Global Note if the transfer
     complies with the requirements of Section 2.06(b)(ii) hereof and the
     Registrar receives the following:

               (A) if the transferee will take delivery in the form of a
          beneficial interest in the 144A Global Note, then the transferor must
          deliver a certificate in the form of Exhibit B hereto, including the
          certifications in item (1) thereof; or

               (B) if the transferee will take delivery in the form of a
          beneficial interest in the Regulation S Global Note, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications in item (2) thereof.

          (iv) Transfer and Exchange of Beneficial Interests in a Restricted
     Global Note for Beneficial Interests in an Unrestricted Global Note. A
     beneficial interest in any Restricted Global Note may be exchanged by any
     holder thereof for a beneficial interest in an Unrestricted Global Note or
     transferred to a Person who takes delivery thereof in the form of a
     beneficial interest in an Unrestricted Global Note if the exchange or
     transfer complies with the requirements of Section 2.06(b)(ii) hereof and:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the holder of the beneficial interest to be transferred, in the
          case of an exchange, or the transferee, in the case of a transfer,
          certifies in the applicable Letter of Transmittal that it is not (1) a
          Broker-Dealer, (2) a Person participating in the distribution of the
          Exchange Notes or (3) a Person who is an affiliate (as defined in Rule
          144) of the Issuer;

               (B) such transfer is effected pursuant to the Shelf Registration
          Statement in accordance with the Registration Rights Agreement;

               (C) such transfer is effected by a Broker-Dealer pursuant to the
          Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or

               (D) the Registrar receives the following:

                    (1) if the holder of such beneficial interest in a
               Restricted Global Note proposes to exchange such beneficial
               interest for a beneficial interest in an Unrestricted Global
               Note, a certificate from such Holder substantially in the form of
               Exhibit C hereto, including the certifications in item (1)(a)
               thereof; or

                    (2) if the holder of such beneficial interest in a
               Restricted Global Note proposes to transfer such beneficial
               interest to a Person who shall take delivery thereof in the form
               of a beneficial interest in an Unrestricted Global Note, a
               certificate from such holder in the form of Exhibit B hereto,
               including the certifications in item (4) thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests or if the Applicable Procedures so require, an
          Opinion of Counsel in form reasonably acceptable to the Registrar to
          the effect that such exchange or transfer is in compliance with the
          Securities Act and that the restrictions on transfer contained herein
          and in the


                                      -30-



          Private Placement Legend are no longer required in order to maintain
          compliance with the Securities Act.

          If any such transfer is effected pursuant to subparagraph (B) or (D)
     above at a time when an Unrestricted Global Note has not yet been issued,
     the Issuer shall issue and, upon receipt of an Authentication Order in
     accordance with Section 2.02 hereof, the Trustee shall authenticate one or
     more Unrestricted Global Notes in an aggregate principal amount equal to
     the aggregate principal amount of beneficial interests transferred pursuant
     to subparagraph (B) or (D) above.

          Beneficial interests in an Unrestricted Global Note cannot be
     exchanged for, or transferred to Persons who take delivery thereof in the
     form of, a beneficial interest in a Restricted Global Note.

          (c) Transfer or Exchange of Beneficial Interests for Definitive Notes.

          (i) Beneficial Interests in Restricted Global Notes to Restricted
Definitive Notes. If any holder of a beneficial interest in a Restricted Global
Note proposes to exchange such beneficial interest for a Restricted Definitive
Note or to transfer such beneficial interest to a Person who takes delivery
thereof in the form of a Restricted Definitive Note, then, upon the occurrence
of any of the events in Section 2.06(a)(i) or (ii) hereof and receipt by the
Registrar of the following documentation:

          (A) if the holder of such beneficial interest in a Restricted Global
     Note proposes to exchange such beneficial interest for a Restricted
     Definitive Note, a certificate from such holder substantially in the form
     of Exhibit C hereto, including the certifications in item (2)(a) thereof;

          (B) if such beneficial interest is being transferred to a QIB in
     accordance with Rule 144A, a certificate substantially in the form of
     Exhibit B hereto, including the certifications in item (1) thereof;

          (C) if such beneficial interest is being transferred to a Non-U.S.
     Person in an offshore transaction in accordance with Rule 903 or Rule 904,
     a certificate substantially in the form of Exhibit B hereto, including the
     certifications in item (2) thereof;

          (D) if such beneficial interest is being transferred pursuant to an
     exemption from the registration requirements of the Securities Act in
     accordance with Rule 144, a certificate substantially in the form of
     Exhibit B hereto, including the certifications in item (3)(a) thereof;

          (E) if such beneficial interest is being transferred to the Issuer or
     any of its Restricted Subsidiaries, a certificate substantially in the form
     of Exhibit B hereto, including the certifications in item (3)(b) thereof;
     or

          (F) if such beneficial interest is being transferred pursuant to an
     effective registration statement under the Securities Act, a certificate
     substantially in the form of Exhibit B hereto, including the certifications
     in item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Issuer shall execute and the Trustee shall authenticate and mail to the Person
designated in the instructions a Definitive Note in the applicable principal
amount. Any Definitive Note issued in exchange for a beneficial interest in a
Restricted Global Note pursuant to this Section 2.06(c) shall be registered in
such name or names and in such authorized denomination or denominations as the
holder of such beneficial interest shall instruct the Registrar


                                      -31-



through instructions from the Depositary and the Participant or Indirect
Participant. The Trustee shall mail such Definitive Notes to the Persons in
whose names such Notes are so registered. Any Definitive Note issued in exchange
for a beneficial interest in a Restricted Global Note pursuant to this Section
2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all
restrictions on transfer contained therein.

          (ii) Beneficial Interests in Regulation S Temporary Global Note to
Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C) hereof, a
beneficial interest in the Regulation S Temporary Global Note may not be
exchanged for a Definitive Note or transferred to a Person who takes delivery
thereof in the form of a Definitive Note prior to (A) the expiration of the
Restricted Period and (B) the receipt by the Registrar of any certificates
required pursuant to Rule 903(b)(3)(ii)(B) of the Securities Act, except in the
case of a transfer pursuant to an exemption from the registration requirements
of the Securities Act other than Rule 903 or Rule 904.

          (iii) Beneficial Interests in Restricted Global Notes to Unrestricted
Definitive Notes. A holder of a beneficial interest in a Restricted Global Note
may exchange such beneficial interest for an Unrestricted Definitive Note or may
transfer such beneficial interest to a Person who takes delivery thereof in the
form of an Unrestricted Definitive Note only upon the occurrence of any of the
events in Section 2.06(a)(i) or (ii) hereof and if:

          (A) such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the holder
     of such beneficial interest, in the case of an exchange, or the transferee,
     in the case of a transfer, certifies in the applicable Letter of
     Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating
     in the distribution of the Exchange Notes or (3) a Person who is an
     affiliate (as defined in Rule 144) of the Issuer;

          (B) such transfer is effected pursuant to the Shelf Registration
     Statement in accordance with the Registration Rights Agreement;

          (C) such transfer is effected by a Broker-Dealer pursuant to the
     Exchange Offer Registration Statement in accordance with the Registration
     Rights Agreement; or

          (D) the Registrar receives the following:

               (1) if the holder of such beneficial interest in a Restricted
          Global Note proposes to exchange such beneficial interest for an
          Unrestricted Definitive Note, a certificate from such holder
          substantially in the form of Exhibit C hereto, including the
          certifications in item (1)(b) thereof; or

               (2) if the holder of such beneficial interest in a Restricted
          Global Note proposes to transfer such beneficial interest to a Person
          who shall take delivery thereof in the form of an Unrestricted
          Definitive Note, a certificate from such holder substantially in the
          form of Exhibit B hereto, including the certifications in item (4)
          thereof;

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests or if the Applicable Procedures so require, an Opinion of
     Counsel in form reasonably acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are no longer required in order to maintain compliance with the
     Securities Act.


                                      -32-



          (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted
Definitive Notes. If any holder of a beneficial interest in an Unrestricted
Global Note proposes to exchange such beneficial interest for a Definitive Note
or to transfer such beneficial interest to a Person who takes delivery thereof
in the form of a Definitive Note, then, upon the occurrence of any of the events
in subsection (i) or (ii) of Section 2.06(a) hereof and satisfaction of the
conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the
aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.06(h) hereof, and the Issuer shall execute and
the Trustee shall authenticate and mail to the Person designated in the
instructions a Definitive Note in the applicable principal amount. Any
Definitive Note issued in exchange for a beneficial interest pursuant to this
Section 2.06(c)(iv) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Registrar through instructions from or through the
Depositary and the Participant or Indirect Participant. The Trustee shall mail
such Definitive Notes to the Persons in whose names such Notes are so
registered. Any Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement
Legend.

          (d) Transfer and Exchange of Definitive Notes for Beneficial
Interests.

          (i) Restricted Definitive Notes to Beneficial Interests in Restricted
Global Notes. If any Holder of a Restricted Definitive Note proposes to exchange
such Note for a beneficial interest in a Restricted Global Note or to transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in a Restricted Global Note, then, upon receipt by
the Registrar of the following documentation:

          (A) if the Holder of such Restricted Definitive Note proposes to
     exchange such Note for a beneficial interest in a Restricted Global Note, a
     certificate from such Holder substantially in the form of Exhibit C hereto,
     including the certifications in item (2)(b) thereof;

          (B) if such Restricted Definitive Note is being transferred to a QIB
     in accordance with Rule 144A, a certificate substantially in the form of
     Exhibit B hereto, including the certifications in item (1) thereof;

          (C) if such Restricted Definitive Note is being transferred to a
     Non-U.S. Person in an offshore transaction in accordance with Rule 903 or
     Rule 904, a certificate substantially in the form of Exhibit B hereto,
     including the certifications in item (2) thereof;

          (D) if such Restricted Definitive Note is being transferred pursuant
     to an exemption from the registration requirements of the Securities Act in
     accordance with Rule 144, a certificate substantially in the form of
     Exhibit B hereto, including the certifications in item (3)(a) thereof;

          (E) if such Restricted Definitive Note is being transferred to the
     Issuer or any of its Restricted Subsidiaries, a certificate substantially
     in the form of Exhibit B hereto, including the certifications in item
     (3)(b) thereof; or

          (F) if such Restricted Definitive Note is being transferred pursuant
     to an effective registration statement under the Securities Act, a
     certificate substantially in the form of Exhibit B hereto, including the
     certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Definitive Note, increase or cause to be
increased the aggregate principal amount of, in the case of


                                      -33-



clause (A) above, the applicable Restricted Global Note, in the case of clause
(B) above, the applicable 144A Global Note, and in the case of clause (C) above,
the applicable Regulation S Global Note.

          (ii) Restricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of a Restricted Definitive Note may exchange
such Note for a beneficial interest in an Unrestricted Global Note or transfer
such Restricted Definitive Note to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note only if:

          (A) such exchange or transfer is effected pursuant to the Exchange
     Offer in accordance with the Registration Rights Agreement and the Holder,
     in the case of an exchange, or the transferee, in the case of a transfer,
     certifies in the applicable Letter of Transmittal that it is not (1) a
     Broker-Dealer, (2) a Person participating in the distribution of the
     Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144)
     of the Issuer;

          (B) such transfer is effected pursuant to the Shelf Registration
     Statement in accordance with the Registration Rights Agreement;

          (C) such transfer is effected by a Broker-Dealer pursuant to the
     Exchange Offer Registration Statement in accordance with the Registration
     Rights Agreement; or

          (D) the Registrar receives the following:

               (1) if the Holder of such Definitive Notes proposes to exchange
          such Notes for a beneficial interest in the Unrestricted Global Note,
          a certificate from such Holder substantially in the form of Exhibit C
          hereto, including the certifications in item (1)(c) thereof; or

               (2) if the Holder of such Definitive Notes proposes to transfer
          such Notes to a Person who shall take delivery thereof in the form of
          a beneficial interest in the Unrestricted Global Note, a certificate
          from such Holder substantially in the form of Exhibit B hereto,
          including the certifications in item (4) thereof;

     and, in each such case set forth in this subparagraph (D), if the Registrar
     so requests or if the Applicable Procedures so require, an Opinion of
     Counsel in form reasonably acceptable to the Registrar to the effect that
     such exchange or transfer is in compliance with the Securities Act and that
     the restrictions on transfer contained herein and in the Private Placement
     Legend are no longer required in order to maintain compliance with the
     Securities Act.

          Upon satisfaction of the conditions of any of the subparagraphs in
this Section 2.06(d)(ii), the Trustee shall cancel the Definitive Notes and
increase or cause to be increased the aggregate principal amount of the
Unrestricted Global Note.

          (iii) Unrestricted Definitive Notes to Beneficial Interests in
Unrestricted Global Notes. A Holder of an Unrestricted Definitive Note may
exchange such Note for a beneficial interest in an Unrestricted Global Note or
transfer such Definitive Notes to a Person who takes delivery thereof in the
form of a beneficial interest in an Unrestricted Global Note at any time. Upon
receipt of a request for such an exchange or transfer, the Trustee shall cancel
the applicable Unrestricted Definitive Note and increase or cause to be
increased the aggregate principal amount of one of the Unrestricted Global
Notes.

          If any such exchange or transfer from a Definitive Note to a
beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not


                                      -34-



yet been issued, the Issuer shall issue and, upon receipt of an Authentication
Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one
or more Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Definitive Notes so transferred.

          (e) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.06(e), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by its attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.06(e):

          (i) Restricted Definitive Notes to Restricted Definitive Notes. Any
     Restricted Definitive Note may be transferred to and registered in the name
     of Persons who take delivery thereof in the form of a Restricted Definitive
     Note if the Registrar receives the following:

               (A) if the transfer will be made pursuant to a QIB in accordance
          with Rule 144A, then the transferor must deliver a certificate
          substantially in the form of Exhibit B hereto, including the
          certifications in item (1) thereof;

               (B) if the transfer will be made pursuant to Rule 903 or Rule 904
          then the transferor must deliver a certificate in the form of Exhibit
          B hereto, including the certifications in item (2) thereof; or

               (C) if the transfer will be made pursuant to any other exemption
          from the registration requirements of the Securities Act, then the
          transferor must deliver a certificate in the form of Exhibit B hereto,
          including the certifications required by item (3) thereof, if
          applicable.

          (ii) Restricted Definitive Notes to Unrestricted Definitive Notes. Any
     Restricted Definitive Note may be exchanged by the Holder thereof for an
     Unrestricted Definitive Note or transferred to a Person or Persons who take
     delivery thereof in the form of an Unrestricted Definitive Note if:

               (A) such exchange or transfer is effected pursuant to the
          Exchange Offer in accordance with the Registration Rights Agreement
          and the Holder, in the case of an exchange, or the transferee, in the
          case of a transfer, certifies in the applicable Letter of Transmittal
          that it is not (1) a Broker-Dealer, (2) a Person participating in the
          distribution of the Exchange Notes or (3) a Person who is an affiliate
          (as defined in Rule 144) of the Issuer;

               (B) any such transfer is effected pursuant to the Shelf
          Registration Statement in accordance with the Registration Rights
          Agreement;

               (C) any such transfer is effected by a Broker-Dealer pursuant to
          the Exchange Offer Registration Statement in accordance with the
          Registration Rights Agreement; or


                                      -35-



               (D) the Registrar receives the following:

                    (1) if the Holder of such Restricted Definitive Notes
               proposes to exchange such Notes for an Unrestricted Definitive
               Note, a certificate from such Holder substantially in the form of
               Exhibit C hereto, including the certifications in item (1)(d)
               thereof; or

                    (2) if the Holder of such Restricted Definitive Notes
               proposes to transfer such Notes to a Person who shall take
               delivery thereof in the form of an Unrestricted Definitive Note,
               a certificate from such Holder substantially in the form of
               Exhibit B hereto, including the certifications in item (4)
               thereof;

          and, in each such case set forth in this subparagraph (D), if the
          Registrar so requests, an Opinion of Counsel in form reasonably
          acceptable to the Registrar to the effect that such exchange or
          transfer is in compliance with the Securities Act and that the
          restrictions on transfer contained herein and in the Private Placement
          Legend are no longer required in order to maintain compliance with the
          Securities Act.

          (iii) Unrestricted Definitive Notes to Unrestricted Definitive Notes.
     A Holder of Unrestricted Definitive Notes may transfer such Notes to a
     Person who takes delivery thereof in the form of an Unrestricted Definitive
     Note. Upon receipt of a request to register such a transfer, the Registrar
     shall register the Unrestricted Definitive Notes pursuant to the
     instructions from the Holder thereof.

          (f) Exchange Offer. Upon the occurrence of the Exchange Offer in
accordance with the Registration Rights Agreement, the Issuer shall issue and,
upon receipt of an Authentication Order in accordance with Section 2.02 hereof,
the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an
aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Issuer,
and accepted for exchange in the Exchange Offer and (ii) Unrestricted Definitive
Notes in an aggregate principal amount equal to the principal amount of the
Restricted Definitive Notes tendered for acceptance by Persons that certify in
the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y)
they are not participating in a distribution of the Exchange Notes and (z) they
are not affiliates (as defined in Rule 144) of the Issuer, and accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such Notes,
the Trustee shall cause the aggregate principal amount of the applicable
Restricted Global Notes to be reduced accordingly, and the Issuer shall execute
and the Trustee shall authenticate and mail to the Persons designated by the
Holders of Definitive Notes so accepted Unrestricted Definitive Notes in the
applicable principal amount. Any Notes that remain outstanding after the
consummation of the Exchange Offer, and Exchange Notes issued in connection with
the Exchange Offer, shall be treated as a single class of securities under this
Indenture.

          (g) Legends. The following legends shall appear on the face of all
Global Notes and Definitive Notes issued under this Indenture unless
specifically stated otherwise in the applicable provisions of this Indenture:


                                      -36-



          (i) Private Placement Legend.

          (A) Except as permitted by subparagraph (B) below, each Global Note
     and each Definitive Note (and all Notes issued in exchange therefor or
     substitution thereof) shall bear the legend in substantially the following
     form:

          "THIS NOTE (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
          IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE
          UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
          ACT"). THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT, AND
          ACCORDINGLY, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
          TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
          UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, THE
          SECURITIES ACT, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF
          ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION AND IN
          ACCORDANCE WITH TRANSFER RESTRICTIONS CONTAINED IN THE INDENTURE UNDER
          WHICH THIS NOTE WAS ISSUED AND THE OFFERING MEMORANDUM PURSUANT TO
          WHICH THIS NOTE WAS ORIGINALLY SOLD. THE HOLDER OF THE NOTE WILL, AND
          EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY A PROPOSED TRANSFEREE OF
          THE NOTICE OF THE RESALE RESTRICTIONS APPLICABLE TO THE NOTE.

          THIS SECURITY MAY NOT BE ACQUIRED OR HELD WITH THE ASSETS OF (I) AN
          "EMPLOYEE BEN FIT PLAN" (AS DEFINED IN THE EMPLOYEE RETIREMENT INCOME
          SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT IS SUBJECT TO ERISA,
          (II) A "PLAN" DESCRIBED IN SECTION 4975 OF THE INTERNAL REVENUE CODE
          OF 1986, AS AMENDED (THE "CODE"), (III) ANY ENTITY DEEMED TO HOLD
          "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT
          PLAN'S OR PLAN'S INVESTMENT IN SUCH ENTITY, OR (IV) A GOVERNMENTAL
          PLAN OR CHURCH PLAN SUBJECT TO APPLICABLE LAW THAT IS SUBSTANTIALLY
          SIMILAR TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION
          PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE ("SIMILAR LAW"),
          UNLESS THE ACQUISITION AND HOLDING OF THIS SECURITY BY THE PURCHASER
          OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT HOLDS THIS SECURITY, ARE
          EXEMPT FROM THE PROHIBITED TRANSACTION RESTRICTIONS UNDER ERISA AND
          SECTION 4975 OF THE CODE OR ANY PROVISIONS OF SIMILAR LAW, AS
          APPLICABLE, PURSUANT TO ONE OR MORE PROHIBITED TRANSACTION STATUTORY
          OR ADMINISTRATIVE EXEMPTIONS. BY ITS ACQUISITION OR HOLDING OF THIS
          SECURITY, EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO HAVE
          REPRESENTED AND WARRANTED THAT THE FOREGOING REQUIREMENTS HAVE BEEN
          SATISFIED."


                                      -37-



          (B) Notwithstanding the foregoing, any Global Note or Definitive Note
     issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii),
     (d)(iii), (e)(ii), (e)(iii) or (f) of this Section 2.06 (and all Notes
     issued in exchange therefor or substitution thereof) shall not bear the
     Private Placement Legend.

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

          "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
          INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE
          BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO
          ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY
          MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION
          2.06(h) OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN
          WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
          (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR
          CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS
          GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
          PRIOR WRITTEN CONSENT OF THE ISSUER. UNLESS AND UNTIL IT IS EXCHANGED
          IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE
          TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
          DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
          ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
          NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
          DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
          REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW
          YORK, NEW YORK) ("DTC") TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF
          TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
          REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE
          REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS
          MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN
          AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
          HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH
          AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN."

          (iii) Regulation S Temporary Global Note Legend. The Regulation S
     Temporary Global Note shall bear a legend in substantially the following
     form:

          "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL NOTE, AND
          THE CONDITIONS AND PROCEDURES GOVERNING ITS EXCHANGE FOR CERTIFICATED
          NOTES, ARE AS SPECIFIED IN THE INDENTURE (AS DEFINED HEREIN)."


                                      -38-



          (h) Cancellation and/or Adjustment of Global Notes. At such time as
all beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 2.11 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who will take delivery thereof in
the form of a beneficial interest in another Global Note or for Definitive
Notes, the principal amount of Notes represented by such Global Note shall be
reduced accordingly and an endorsement shall be made on such Global Note by the
Trustee or by the Depositary at the direction of the Trustee to reflect such
reduction; and if the beneficial interest is being exchanged for or transferred
to a Person who will take delivery thereof in the form of a beneficial interest
in another Global Note, such other Global Note shall be increased accordingly
and an endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

          (i) General Provisions Relating to Transfers and Exchanges.

          (i) To permit registrations of transfers and exchanges, the Issuer
shall execute and the Trustee shall authenticate Global Notes and Definitive
Notes upon receipt of an Authentication Order in accordance with Section 2.02
hereof or at the Registrar's request.

          (ii) No service charge shall be made to a holder of a beneficial
interest in a Global Note or to a Holder of a Definitive Note for any
registration of transfer or exchange, but the Issuer may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchange or transfer pursuant to Sections 2.07,
2.10, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof).

          (iii) Neither the Registrar nor the Issuer shall be required to
register the transfer of or exchange any Note selected for redemption in whole
or in part, except the unredeemed portion of any Note being redeemed in part.

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

          (v) The Issuer shall not be required (A) to issue, to register the
transfer of or to exchange any Notes during a period beginning at the opening of
business 15 days before the day of any selection of Notes for redemption under
Section 3.02 hereof and ending at the close of business on the day of selection,
(B) to register the transfer of or to exchange any Note so selected for
redemption in whole or in part, except the unredeemed portion of any Note being
redeemed in part or (C) to register the transfer of or to exchange a Note
between a Record Date and the next succeeding Interest Payment Date.

          (vi) Prior to due presentment for the registration of a transfer of
any Note, the Trustee, any Agent and the Issuer may deem and treat the Person in
whose name any Note is registered as the absolute owner of such Note for the
purpose of receiving payment of principal of (and premium, if any) and interest
(including Additional Interest, if any) on such Notes and for all other
purposes, and none of the Trustee, any Agent or the Issuer shall be affected by
notice to the contrary.

          (vii) Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer designated pursuant to Section 4.02 hereof, the
Issuer shall execute, and the Trustee shall


                                      -39-



authenticate and mail, in the name of the designated transferee or transferees,
one or more replacement Notes of any authorized denomination or denominations of
a like aggregate principal amount.

          (viii) At the option of the Holder, Notes may be exchanged for other
Notes of any authorized denomination or denominations of a like aggregate
principal amount upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Global Notes or Definitive Notes are so surrendered for
exchange, the Issuer shall execute, and the Trustee shall authenticate and mail,
the replacement Global Notes and Definitive Notes which the Holder making the
exchange is entitled to in accordance with the provisions of Section 2.02
hereof.

          (ix) All certifications, certificates and Opinions of Counsel required
to be submitted to the Registrar pursuant to this Section 2.06 to effect a
registration of transfer or exchange may be submitted by facsimile.]

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

Section 2.07 Replacement Notes.

          If any mutilated Note is surrendered to the Trustee, the Registrar or
the Issuer and the Trustee receives evidence to its satisfaction of the
ownership and destruction, loss or theft of any Note, the Issuer shall issue and
the Trustee, upon receipt of an Authentication Order, shall authenticate a
replacement Note if the Trustee's requirements are met. If required by the
Trustee or the Issuer, an indemnity bond must be supplied by the Holder that is
sufficient in the judgment of the Trustee and the Issuer to protect the Issuer,
the Trustee, any Agent and any authenticating agent from any loss that any of
them may suffer if a Note is replaced. The Issuer may charge for its expenses in
replacing a Note.

          Every replacement Note is a contractual obligation of the Issuer and
shall be entitled to all of the benefits of this Indenture equally and
proportionately with all other Notes duly issued hereunder.

Section 2.08 Outstanding Notes.

          The Notes outstanding at any time are all the Notes authenticated by
the Trustee except for those canceled by it, those delivered to it for
cancellation, those reductions in the interest in a Global Note effected by the
Trustee in accordance with the provisions hereof, and those described in this
Section 2.08 as not outstanding. Except as set forth in Section 2.09 hereof, a
Note does not cease to be outstanding because the Issuer or an Affiliate of the
Issuer holds the Note.

          If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be
outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser.

          If the principal amount of any Note is considered paid under Section
4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue.


                                      -40-



          If the Paying Agent (other than the Issuer, a Subsidiary or an
Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Notes payable on that date, then on and after that date such
Notes shall be deemed to be no longer outstanding and shall cease to accrue
interest.

Section 2.09 Treasury Notes.

          In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver or consent, Notes owned by the
Issuer, or by any Affiliate of the Issuer, shall be considered as though not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes that a Responsible Officer of the Trustee knows are so owned shall be so
disregarded. Notes so owned which have been pledged in good faith shall not be
disregarded if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right to deliver any such direction, waiver or consent with respect to
the Notes and that the pledgee is not the Issuer or any obligor upon the Notes
or any Affiliate of the Issuer or of such other obligor.

Section 2.10 Temporary Notes.

          Until certificates representing Notes are ready for delivery, the
Issuer may prepare and the Trustee, upon receipt of an Authentication Order,
shall authenticate temporary Notes. Temporary Notes shall be substantially in
the form of certificated Notes but may have variations that the Issuer considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Issuer shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

          Holders and beneficial holders, as the case may be, of temporary Notes
shall be entitled to all of the benefits accorded to Holders, or beneficial
holders, respectively, of Notes under this Indenture.

Section 2.11 Cancellation.

          The Issuer at any time may deliver Notes to the Trustee for
cancellation. The Registrar and Paying Agent shall forward to the Trustee any
Notes surrendered to them for registration of transfer, exchange or payment. The
Trustee or, at the direction of the Trustee, the Registrar or the Paying Agent
and no one else shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall dispose of such
cancelled Notes in accordance with its customary procedures (subject to the
record retention requirement of the Exchange Act). Certification of the
destruction of all cancelled Notes shall be delivered to the Issuer. The Issuer
may not issue new Notes to replace Notes that it has paid or that have been
delivered to the Trustee for cancellation.

Section 2.12 Defaulted Interest.

          If the Issuer defaults in a payment of interest on the Notes, it shall
pay the defaulted interest in any lawful manner plus, to the extent lawful,
interest payable on the defaulted interest to the Persons who are Holders on a
subsequent special record date, in each case at the rate provided in the Notes
and in Section 4.01 hereof. The Issuer shall notify the Trustee in writing in
the form of an Officer's Certificate of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment, and at
the same time the Issuer shall deposit with the Trustee an amount of money equal
to the aggregate amount proposed to be paid in respect of such defaulted
interest or shall make arrangements satisfactory to the Trustee for such deposit
prior to the date of the proposed payment, such


                                      -41-



money when deposited to be held in trust for the benefit of the Persons entitled
to such defaulted interest as provided in this Section 2.12. The Trustee shall
fix or cause to be fixed each such special record date and payment date;
provided that no such special record date shall be less than 10 days prior to
the related payment date for such defaulted interest. The Trustee shall promptly
notify the Issuer of such special record date. At least 15 days before the
special record date, the Issuer (or, upon the written request of the Issuer, the
Trustee in the name and at the expense of the Issuer) shall mail or cause to be
mailed, first-class postage prepaid, to each Holder a notice at his or her
address as it appears in the register maintained by the Registrar that states
the special record date, the related payment date and the amount of such
interest to be paid.

          Subject to the foregoing provisions of this Section 2.12 and for
greater certainty, each Note delivered under this Indenture upon registration of
transfer of or in exchange for or in lieu of any other Note shall carry the
rights to interest accrued and unpaid, and to accrue, which were carried by such
other Note.

Section 2.13 CUSIP Numbers

          The Issuer in issuing the Notes may use CUSIP numbers (if then
generally in use) and, if so, the Trustee shall use CUSIP numbers in notices of
redemption as a convenience to Holders; provided, that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will as promptly as practicable notify the
Trustee of any change in the CUSIP numbers.

                                    ARTICLE 3

                                   REDEMPTION

Section 3.01 Notices to Trustee.

          If the Issuer elects to redeem the Notes pursuant to Section 3.07
hereof, it shall furnish to the Trustee, at least 10 Business Days before notice
of redemption is required to be mailed or caused to be mailed to Holders
pursuant to Section 3.03 hereof but not more than 60 days before a redemption
date, an Officer's Certificate complying with the applicable provisions of
Section 12.05 setting forth (i) the paragraph or subparagraph of such Note
and/or Section of this Indenture pursuant to which the redemption shall occur,
(ii) the redemption date, (iii) the principal amount of the Notes, as the case
may be, to be redeemed, (iv) the redemption price and (v) the CUSIP number, if
any. Any optional redemption referenced in such Officer's Certificate may be
cancelled by the Issuer at any time prior to a Notice of Redemption being mailed
to any Holder and, thereafter, shall be null and void.

Section 3.02 Selection of Notes to Be Redeemed or Purchased.

          If less than all of the Notes are to be redeemed or purchased in an
offer to purchase at any time, the Trustee shall select the Notes to be redeemed
or purchased (a) if the Notes are listed on any national securities exchange, in
compliance with the requirements of the principal national securities exchange
on which the Notes are listed or (b) on a pro rata basis or, to the extent that
selection on a pro rata basis is not practicable, by lot or by such other method
as the Trustee reasonably considers fair and appropriate; provided that no
partial redemption will reduce the principal amount of a Note not redeemed to be
less than $1,000; provided further, that if a partial redemption is made with
the proceeds of an Equity Offering then the Trustee shall select the Notes or
portions thereof for redemption only on a pro


                                      -42-



rata basis or on as nearly a pro rata basis as is practicable (subject to the
procedures of the Depository), unless such method is prohibited.

          The Trustee shall promptly notify the Issuer in writing of the Notes
selected for redemption or purchase and, in the case of any Note selected for
partial redemption or purchase, the principal amount thereof to be redeemed or
purchased. Notes and portions of Notes selected shall be in amounts of $1,000 or
whole multiples of $1,000; no Notes of $1,000 or less can be redeemed in part,
except that if all of the Notes of a Holder are to be redeemed or purchased, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed or purchased. Except as provided in the preceding
sentence, provisions of this Indenture that apply to Notes called for redemption
or purchase also apply to portions of Notes called for redemption or purchase.

Section 3.03 Notice of Redemption or Repurchase.

          Subject to Section 3.09 hereof, the Issuer shall mail or cause to be
mailed by first-class mail notices of redemption or repurchase at least 30 days
but not more than 60 days before the redemption or repurchase date to each
Holder of Notes to be redeemed or repurchased at such Holder's registered
address, except that redemption or repurchase notices may be mailed more than 60
days prior to a redemption or repurchase date if the notice is issued in
connection with Article 8 or Article 11 hereof. Except as set forth in Section
3.07(b) hereof, notices of redemption or repurchase may not be conditional.
Failure to give notice of redemption, or any defect therein to any Holder of any
Note selected for redemption shall not impair or affect the validity of the
redemption of any other Note.

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

          (a)  the redemption or repurchase date;

          (b)  the redemption or repurchase price;

          (c)  if any Note is to be redeemed or repurchased in part only, the
               portion of the principal amount of that Note that is to be
               redeemed or repurchased and that, after the redemption or
               repurchase date upon surrender of such Note, a new Note or Notes
               in principal amount equal to the unredeemed unpurchased portion
               of the original Note representing the same indebtedness to the
               extent not redeemed or repurchased will be issued in the name of
               the Holder of the Notes (unless such unredeemed or unrepurchased
               portion is equal to or less than $1,000 in principal amount) or
               transferred by book entry upon cancellation of the original Note;

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

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

          (f)  that, unless the Issuer defaults in making such redemption
               payment, interest and Additional Interest, if any, on Notes
               called for redemption or repurchase ceases to accrue on and after
               the redemption or repurchase date;

          (g)  the paragraph or subparagraph of the Notes and/or Section of this
               Indenture pursuant to which the Notes called for redemption or
               repurchase are being redeemed or repurchased, as applicable;


                                      -43-



          (h)  the CUSIP number, if any, and the statement that no
               representation is made as to the correctness or accuracy of the
               CUSIP number, if any, listed in such notice or printed on the
               Notes; and

          (i)  if in connection with a redemption or repurchase pursuant to
               Section 3.07(b) hereof, any condition to such redemption or
               repurchase.

          At the Issuer's request, the Trustee shall give the notice of
redemption in the Issuer's name and at its expense; provided that the Issuer
shall have delivered to the Trustee, at least 10 Business Days before notice of
redemption is required to be mailed or caused to be mailed to Holders pursuant
to this Section 3.03 (unless a shorter notice shall be agreed to by the
Trustee), an Officer's Certificate requesting that the Trustee give such notice
and setting forth the information to be stated in such notice as provided in the
preceding paragraph.

Section 3.04 Effect of Notice of Redemption.

          Once notice of redemption is mailed in accordance with Section 3.03
hereof, Notes called for redemption become irrevocably due and payable on the
redemption date at the redemption price (except as provided for in Section
3.07(b) hereof). The notice, if mailed in a manner herein provided, shall be
conclusively presumed to have been given, whether or not the Holder receives
such notice. In any case, failure to give such notice by mail or any defect in
the notice to the Holder of any Note designated for redemption in whole or in
part shall not affect the validity of the proceedings for the redemption of any
other Note. Subject to Section 3.05 hereof, on and after the redemption date,
interest and Additional Interest, if any, cease to accrue on Notes or portions
of Notes called for redemption.

Section 3.05 Deposit of Redemption or Purchase Price.

          Prior to 12:00 p.m. (New York City time) on the redemption or purchase
date, the Issuer shall deposit with the Trustee or with the Paying Agent money
sufficient to pay the redemption or purchase price of and accrued and unpaid
interest (including Additional Interest, if any) on all Notes (or a portion
thereof) to be redeemed or purchased on that date. The Trustee or the Paying
Agent shall promptly, and in any event within two Business Days after the
redemption or repurchase date, return to the Issuer any money deposited with the
Trustee or the Paying Agent by the Issuer in excess of the amounts necessary to
pay the redemption price of, and accrued and unpaid interest on, all Notes to be
redeemed or purchased.

          If the Issuer complies with the provisions of the preceding paragraph,
on and after the redemption or purchase date, interest and Additional Interest,
if any, shall cease to accrue on the Notes or the portions of Notes called for
redemption or purchase whether or not such Notes are presented for payment. If a
Note is redeemed or purchased on or after a Record Date but on or prior to the
related Interest Payment Date, then any accrued and unpaid interest to the
redemption or purchase date shall be paid to the Person in whose name such Note
was registered at the close of business on such Record Date. If any Note called
for redemption or purchase shall not be so paid upon surrender for redemption or
purchase because of the failure of the Issuer to comply with the preceding
paragraph, interest shall be paid on the unpaid principal, from the redemption
or purchase date until such principal is paid, and to the extent lawful on any
interest accrued to the redemption or purchase date not paid on such unpaid
principal, in each case at the rate provided in the Notes and in Section 4.01
hereof.


                                      -44-



Section 3.06 Notes Redeemed or Purchased in Part.

          Upon surrender and cancellation of a Note that is redeemed or
purchased in part, the Issuer shall issue and the Trustee shall authenticate for
the Holder at the expense of the Issuer a new Note equal in principal amount to
the unredeemed or unpurchased portion of the Note surrendered representing the
same indebtedness to the extent not redeemed or purchased; provided that each
new Note will be in a principal amount of $1,000 or an integral multiple of
$1,000.

Section 3.07 Optional Redemption.

          (a) At any time prior to October 1, 2009, the Issuer may redeem all or
a part of the Notes, upon not less than 30 nor more than 60 days' prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to 100% of the principal amount of notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to the date of redemption (the "Redemption Date"), subject to
the rights of Holders of Notes on the relevant Record Date to receive interest
due on the relevant Interest Payment Date. The Issuer may acquire any Notes by
means other than redemption, whether pursuant to an issuer tender offer, in open
market transactions, or otherwise, assuming such acquisition does not otherwise
violate the terms of this Indenture.

          (b) Notwithstanding anything herein to the contrary, at any time on or
prior to October 1, 2008, the Issuer may on any one or more occasions redeem the
Notes with the net cash proceeds of one or more Equity Offerings, at 110% of the
principal amount thereof, plus accrued and unpaid interest and Additional
Interest, if any, thereon to the Redemption Date; provided that at least 65% of
the principal amount of the Notes originally issued remains outstanding
immediately following such redemption (excluding Notes held by the Issuer or any
of its Subsidiaries); and provided, further, that such redemption shall occur
within 90 days of the date of the closing of any such Equity Offering.

          (c) The Notes will be redeemable, in whole or in part on any one or
more occasions, at the option of the Issuer, on or after October 1, 2009, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on October
1 of the years indicated below:

YEAR                                                                  PERCENTAGE
----                                                                  ----------
2009...............................................................    105.000%
2010...............................................................    102.500%
2011 and thereafter ...............................................    100.000%

          (d) Any redemption pursuant to this Section 3.07 shall be made
pursuant to the provisions of Sections 3.01 through 3.06 hereof.

Section 3.08 Mandatory Redemption.

          The Issuer shall not be required to make mandatory redemption or
sinking fund payments with respect to the Notes.


                                      -45-



Section 3.09 Offers to Repurchase by Application of Excess Proceeds.

          (a) In the event that, pursuant to Section 4.10 hereof, the Issuer
shall be required to commence an Asset Sale Offer, it shall follow the
procedures specified below.

          (b) The Asset Sale Offer shall remain open for a period of 20 Business
Days following its commencement and no longer, except to the extent that a
longer period is required by applicable law (the "Offer Period"). No later than
five Business Days after the termination of the Offer Period (the "Purchase
Date"), the Issuer shall apply all Excess Proceeds (the "Offer Amount") to the
purchase of Notes and, if required, pari passu Indebtedness (on a pro rata
basis, if applicable), or, if less than the Offer Amount has been tendered, all
Notes and pari passu Indebtedness tendered in response to the Asset Sale Offer.
Payment for any Notes so purchased shall be made in the same manner as interest
payments are made.

          (c) If the Purchase Date is on or after a Record Date and on or before
the related Interest Payment Date, any accrued and unpaid interest and
Additional Interest, if any, up to but excluding the Purchase Date, shall be
paid to the Person in whose name a Note is registered at the close of business
on such Record Date, and no additional interest shall be payable to Holders who
tender Notes pursuant to the Asset Sale Offer.

          (d) Upon the commencement of an Asset Sale Offer, the Issuer shall
send, by first-class mail, a notice to each of the Holders, with a copy to the
Trustee. The notice shall contain all instructions and materials necessary to
enable such Holders to tender Notes pursuant to the Asset Sale Offer. The Asset
Sale Offer shall be made to all Holders and holders of pari passu Indebtedness.
The notice, which shall govern the terms of the Asset Sale Offer, shall state:

          (i) that the Asset Sale Offer is being made pursuant to this Section
     3.09 and Section 4.10 hereof and the length of time the Asset Sale Offer
     shall remain open;

          (ii) the Offer Amount, the purchase price and the Purchase Date;

          (iii) that any Note not tendered or accepted for payment shall
     continue to accrue interest;

          (iv) that, unless the Issuer defaults in making such payment, any Note
     accepted for payment pursuant to the Asset Sale Offer shall cease to accrue
     interest after the Purchase Date;

          (v) that Holders electing to have a Note purchased pursuant to an
     Asset Sale Offer may elect to have Notes purchased in integral multiples of
     $1,000 only;

          (vi) that Holders electing to have a Note purchased pursuant to any
     Asset Sale Offer shall be required to surrender such Note, with the form
     entitled "Option of Holder to Elect Purchase" attached to the Note
     completed, or transfer by book-entry transfer, to the Issuer, the
     Depositary, if appointed by the Issuer, or a Paying Agent at the address
     specified in the notice at least three Business Days before the Purchase
     Date;

          (vii) that Holders shall be entitled to withdraw their election if the
     Issuer, the Depositary or the Paying Agent, as the case may be, receives,
     not later than the expiration of the Offer Period, a facsimile transmission
     or letter setting forth the name of the Holder, the principal amount of the
     Note the Holder delivered for purchase and a statement that such Holder is
     withdrawing his election to have such Note purchased;


                                      -46-



          (viii) that, if the aggregate principal amount of Notes and pari passu
     Indebtedness surrendered by the holders thereof exceeds the Offer Amount,
     the Trustee shall select the Notes and the applicable Person (but not the
     Trustee) shall select such pari passu Indebtedness to be purchased on a pro
     rata basis based on the accreted value or principal amount of the Notes or,
     for purposes of such applicable Person's selection (but not the Trustee),
     such pari passu Indebtedness tendered (with such adjustments as may be
     deemed appropriate by the Trustee, in the case of the Notes, and by the
     applicable Person (but not the Trustee), in the case of pari passu
     Indebtedness, so that only Notes in denominations of $1,000, or integral
     multiples thereof, shall be purchased); and

          (ix) that Holders whose Notes were purchased only in part shall be
     issued new Notes equal in principal amount to the unpurchased (to the
     extent that such unpurchased portion equals to $1,000 in principal amount
     or an integral multiples thereof) portion of the Notes surrendered (or
     transferred by book-entry transfer) representing the same indebtedness to
     the extent not repurchased.

          (e) On or before the Purchase Date, the Issuer shall, to the extent
lawful, (1) accept for payment, on a pro rata basis to the extent necessary, the
Offer Amount of Notes or portions thereof validly tendered and not withdrawn
pursuant to the Asset Sale Offer, or if less than the Offer Amount has been
tendered, all Notes promptly tendered and not withdrawn and (2) deliver or cause
to be delivered to the Trustee the Notes properly accepted together with an
Officer's Certificate stating the aggregate principal amount of Notes or
portions thereof so tendered.

          (f) The Issuer, the Depositary or the Paying Agent, as the case may
be, shall promptly mail or deliver to each tendering Holder an amount equal to
the purchase price of the Notes properly tendered and not withdrawn by such
Holder and accepted by the Issuer for purchase, and the Issuer shall promptly
issue a new Note, and the Trustee, upon receipt of an Authentication Order,
shall authenticate and mail or deliver (or cause to be transferred by
book-entry) such new Note to such Holder in a principal amount equal to any
unpurchased portion of the Note surrendered representing the same indebtedness
to the extent not repurchased; provided that each such new Note shall be in a
principal amount of $1,000 or an integral multiple thereof. Any Note not so
accepted shall be promptly mailed or delivered by the Issuer to the Holder
thereof. The Issuer shall publicly announce the results of the Asset Sale Offer
on or as soon as practicable after the Purchase Date.

          Other than as specifically provided in this Section 3.09 or Section
4.10 hereof, any purchase pursuant to this Section 3.09 shall be made pursuant
to the applicable provisions of Sections 3.01 through 3.06 hereof.

                                    ARTICLE 4

                                    COVENANTS

Section 4.01 Payment of Notes.

          The Issuer shall pay or cause to be paid the principal of, premium, if
any, Additional Interest, if any, and interest on the Notes on the dates and in
the manner provided in the Notes. Principal, premium, if any, Additional
Interest, if any, and interest shall be considered paid on the date due if the
Paying Agent, if other than the Issuer or a Subsidiary, holds as of 12:00 p.m.
Eastern Time on the due date money deposited by the Issuer in immediately
available funds and designated for and sufficient to pay all principal, premium,
if any, and interest then due. Such Paying Agent shall return to the Issuer
promptly, and in any event, no later than two Business Days following the date
of payment, any money


                                      -47-



(including accrued interest) that exceeds such amount of principal, premium, if
any, and interest paid on the Notes. If a payment date is a Legal Holiday at a
place of payment, payment may be made at that place on the next succeeding day
that is not a Legal Holiday, and no interest shall accrue on such payment for
the intervening period.

          The Issuer shall pay all Additional Interest, if any, in the same
manner on the dates and in the amounts set forth in the Registration Rights
Agreement.

          The Issuer shall pay interest (including post-petition interest in any
proceeding under any Bankruptcy Law) on overdue principal at the rate equal to
the then applicable interest rate on the Notes to the extent lawful; it shall
pay interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest and Additional Interest
(without regard to any applicable grace period) at the same rate to the extent
lawful.

          Interest shall be computed on the basis of a 360-day year comprised of
twelve 30-day months.

Section 4.02 Maintenance of Office or Agency.

          The Issuer shall maintain the office required under Section 2.03
(which may be an office of the Trustee or an affiliate of the Trustee, Registrar
or co-registrar) where the Notes may be presented or surrendered for
registration of transfer or for exchange and where notices and demands to or
upon the Issuer in respect of the Notes and this Indenture may be served. The
Issuer shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Issuer
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at The Corporate Trust Office of the
Trustee.

          The Issuer may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
all such purposes and may from time to time rescind such designations. The
Issuer shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

          The Issuer hereby designates the Corporate Trust Office of the Trustee
as one such office or agency of the Issuer in accordance with Section 2.03
hereof.

Section 4.03 Reports.

          (a) Whether or not required by the rules and regulations of the SEC so
long as any Notes (but not the Exchange Notes) are outstanding, the Issuer will
furnish to the Holders and the Trustee (i) all quarterly and annual financial
information that would be required to be contained in a filing with the SEC on
Forms 10-Q and 10-K if the Issuer were required to file such Forms, including a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" that describes the financial condition and results of operations of
the Issuer and its consolidated Subsidiaries (showing in reasonable detail,
either on the face of the financial statements or in the footnotes thereto and
in Management's Discussion and Analysis of Financial Condition and Results of
Operations, the financial condition and results of operations of the Issuer and
its Restricted Subsidiaries separate from the financial condition and results of
operations of the Unrestricted Subsidiaries of the Issuer, if any) and, with
respect to the annual information only, a report thereon by the Issuer's
certified independent accountants, and (ii) all current reports that would be
required to be filed with the SEC on Form 8-K if the Issuer were required to
file such reports, in each case within the time periods specified in the SEC's
rules and regulations


                                      -48-



(together with any extensions granted by the SEC) (provided that the Issuer
shall have an additional 30 days to provide its first Form 10-Q for the first
quarterly period ending after the Issue Date); provided, however, that if the
SEC will accept the filings of the Issuer, the Issuer, at its option, need not
furnish such reports to the Trustee or the Holders to the extent it elects to
file such reports with the SEC. In addition, following the consummation of the
exchange offer contemplated by the Registration Rights Agreement, whether or not
required by the rules and regulations of the SEC, the Issuer will file a copy of
all such information and reports with the SEC for public availability within the
time periods specified in the SEC's rules and regulations (unless the SEC will
not accept such a filing). In addition, the Issuer and the Guarantors have
agreed that, for so long as any Notes remain outstanding, they will furnish to
the Holders, upon their request, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act.

          (b) In the event that (1) the rules and regulations of the SEC permit
the Issuer and any direct or indirect parent entity (including Parent) to report
at such parent entity's level on a consolidated basis, (2) such parent entity is
not engaged in any business other than the Permitted Business of Parent and (3)
such parent entity's consolidated capitalization (including cash and cash
equivalents) does not differ materially from that of the Issuer and its
Subsidiaries on a consolidated basis, the information and reports required by
this Section 4.03 may be those of such parent entity on a consolidated basis;
provided that such information and reports distinguish in all material respects
between the Issuer and its Subsidiaries and such parent entity and its other
subsidiaries, if any.

          (c) Delivery of such reports, information and documents to the Trustee
is for informational purposes only and the Trustee's receipt of such shall not
constitute constructive notice of any information contained therein or
determinable from information contained therein, including the Issuer's
compliance with any of its covenants hereunder (as to which the Trustee is
entitled to rely exclusively on Officer's Certificates). Upon request by the
Issuer, the Trustee shall forward such reports to the Holders.

Section 4.04 Compliance Certificate.

          (a) The Issuer and each Guarantor (to the extent that such Guarantor
is so required under the Trust Indenture Act) shall deliver to the Trustee,
within 90 days after the end of each fiscal year of the Issuer ending after the
Issue Date, a certificate from the principal executive officer, principal
financial officer or principal accounting officer stating that a review of the
activities of the Issuer and its Restricted Subsidiaries during the preceding
fiscal year has been made under the supervision of the signing Officer with a
view to determining whether the Issuer has performed its obligations under this
Indenture, and further stating, as to such Officer signing such certificate,
that to the best of his or her knowledge the Issuer has performed each and every
condition and covenant contained in this Indenture that is applicable to it in
all material respects and is not in default in the performance or observance of
any of the terms, provisions, covenants and conditions of this Indenture (or, if
a Default shall have occurred, describing all such Defaults of which he or she
may have knowledge and what action the Issuer is taking or proposes to take with
respect thereto).

          (b) When any Default has occurred and is continuing under this
Indenture, or if the Trustee or the holder of any other evidence of Indebtedness
of the Issuer or any Subsidiary gives any notice or takes any other action with
respect to a claimed Default, the Issuer shall promptly (which shall be no more
than ten (10) Business Days) deliver to the Trustee by registered or certified
mail or by facsimile transmission an Officer's Certificate specifying such event
and what action the Issuer proposes to take with respect thereto.


                                      -49-



Section 4.05 Taxes.

          The Issuer shall pay, and shall cause each of its Restricted
Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and
governmental levies except such as are contested in good faith and by
appropriate negotiations or proceedings or where the failure to effect such
payment is not adverse in any material respect to the Holders of the Notes.

Section 4.06 Stay, Extension and Usury Laws.

          The Issuer and each of the Guarantors covenant (to the extent that
they may lawfully do so) that they shall not at any time insist upon, plead, or
in any manner whatsoever claim or take the benefit or advantage of, any stay,
extension or usury law wherever enacted, now or at any time hereafter in force,
that may affect the covenants or the performance of this Indenture; and the
Issuer and each of the Guarantors (to the extent that they may lawfully do so)
hereby expressly waive all benefit or advantage of any such law, and covenant
that they shall not, by resort to any such law, hinder, delay or impede the
execution of any power herein granted to the Trustee, but shall suffer and
permit the execution of every such power as though no such law has been enacted.

Section 4.07 Limitation on Restricted Payments.

          (a) The Issuer will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly:

          (i) declare or pay any dividend or make any other payment or
     distribution on account of the Issuer's or any of its Restricted
     Subsidiaries' Equity Interests (including, without limitation, any payment
     in connection with any merger or consolidation involving the Issuer or any
     of its Restricted Subsidiaries) or to the direct or indirect holders of the
     Issuer's or any Restricted Subsidiary's Equity Interest in their capacity
     as such (other than dividends or distributions payable in Equity Interests
     (other than Disqualified Interests) of the Issuer or to the Issuer or a
     Restricted Subsidiary of the Issuer);

          (ii) purchase, redeem or otherwise acquire or retire for value
     (including, without limitation, in connection with any merger or
     consolidation involving the Issuer) any Equity Interests of the Issuer or
     any direct or indirect parent of the Issuer (other than any such Equity
     Interests owned by the Issuer or any Restricted Subsidiary of the Issuer);

          (iii) 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 Notes except (x) a payment of interest or principal at
     Stated Maturity or (y) the purchase, repurchase or other acquisition of any
     such Indebtedness in anticipation of satisfying a sinking fund obligation,
     principal installment or final maturity, in each case, due within one year
     of the date of such purchase, repurchase or other acquisition; or

          (iv) make any Restricted Investment

(all such payments and other actions set forth in clauses (i) through (iv) above
being collectively referred to as "Restricted Payments"), unless, at the time of
and after giving effect to such Restricted Payment:

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


                                      -50-



          (2) the Issuer 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 Section 4.09(a) hereof; and

          (3) such Restricted Payment, together with the aggregate amount of all
     other Restricted Payments made by the Issuer and its Restricted
     Subsidiaries after the Issue Date (excluding Restricted Payments permitted
     by clauses (ii), (iii), (iv), (v), (vi), (ix), (x) and (xii) of clause
     (b)), is less than the sum, without duplication, of

               (i) 50% of the Consolidated Net Income of the Issuer for the
          period (taken as one accounting period) from the beginning of the
          first full fiscal quarter commencing after the date of this Indenture
          (the "Measurement Date") to the end of the Issuer'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

               (ii) 100% of the aggregate net proceeds, including the fair
          market value of any property, received by the Issuer since the
          Measurement Date as a contribution to its equity capital or from the
          issue or sale of Equity Interests of the Issuer (other than
          Disqualified Interests) or from the issue or sale of Disqualified
          Interests or debt securities of the Issuer that have been converted
          into such Equity Interests (other than Equity Interests (or
          Disqualified Interests or convertible debt securities) sold to a
          Subsidiary of the Issuer), together with the aggregate cash and Cash
          Equivalents received by the Issuer or any of its Restricted
          Subsidiaries at the time of such conversion or exchange plus the
          amount by which Indebtedness of the Issuer and its Restricted
          Subsidiaries is reduced upon the conversion or exchange subsequent to
          the Issue Date of any Indebtedness which is convertible into or
          exchangeable for Qualified Capital Interests of the Issuer or any of
          its Restricted Subsidiaries; plus

               (iii) to the extent that any Restricted Investment that was made
          after the Issue Date is sold for cash or otherwise liquidated or
          repaid for cash, the lesser of (A) the cash return of capital
          including for the release of any guarantee with respect to such
          Restricted Investment (less the cost of disposition, if any) and (B)
          the aggregate amount of such Restricted Investment that was treated as
          a Restricted Payment when made.

          The Board of Directors may designate any Restricted Subsidiary to be
an Unrestricted Subsidiary if such designation would not cause a Default. For
purposes of making such determination, all outstanding Investments by the Issuer
and its Restricted Subsidiaries in the Subsidiary so designated will be deemed
to be Restricted Payments at the time of such designation and will reduce the
amount available for Restricted Payments under the first paragraph of this
Section 4.07. All such outstanding Investments will be deemed to constitute
Investments in an amount equal to the fair market value of such Investments at
the time of such designation. Such designation will only be permitted if such
Restricted Payments would be permitted at such time and if such Restricted
Subsidiary otherwise meets the definition of an Unrestricted Subsidiary.


                                      -51-



          (b) The foregoing provisions will not prohibit

          (i) the payment of any dividend or other distribution or redemption
     within 60 days after the date of declaration or call for redemption
     thereof, if at said date of declaration or call for redemption such payment
     would have complied with the provisions of this Indenture;

          (ii) the making of any Restricted Payment in exchange for, or out of
     the net cash proceeds of the substantially concurrent sale (other than to a
     Subsidiary of the Issuer) of, other Equity Interests of the Issuer (other
     than any Disqualified Interests); 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
     (3)(ii) of the second preceding paragraph;

          (iii) the defeasance, redemption, repurchase or other acquisition of
     subordinated Indebtedness or Disqualified Interests with the net cash
     proceeds from an incurrence of Permitted Refinancing Indebtedness;

          (iv) the declaration or payment of any dividend or other distribution
     by a Subsidiary of the Issuer to the holders of its common Equity Interests
     on a pro rata basis;

          (v) the repurchase, redemption or other acquisition or retirement for
     value of any Equity Interests of the Issuer or any Subsidiary of the Issuer
     and any distribution, loan or advance to Parent or any direct or indirect
     parent of Parent for the repurchase, redemption or other acquisition or
     retirement for value of any Equity Interests of Parent or any direct or
     indirect parent of Parent, in each case, held by any current or former
     officer, director, consultant or employee of the Issuer or any of its
     Restricted Subsidiaries (or Heirs or other permitted transferees thereof);
     provided that the aggregate price paid for all such repurchased, redeemed,
     acquired or retired Equity Interests may not exceed $1.5 million in any
     calendar year; provided, further, that the Issuer may carry over and make
     in subsequent calendar years, in addition to the amounts permitted for such
     calendar year, the amount of such purchases, redemptions or other
     acquisitions or retirements for value (or distributions, loans or advances
     to Parent or a direct or indirect Parent) permitted to have been made but
     not made in any preceding calendar year up to a maximum of $3.0 million in
     any calendar year; provided, further, that such amount in any calendar year
     may be increased by an amount not to exceed (1) the net cash proceeds from
     the sale of Equity Interests (other than Disqualified Interests) of the
     Issuer (or Parent or any direct or indirect parent of Parent to the extent
     such net cash proceeds are contributed to the common equity of the Issuer)
     to employees, officers, directors or consultants of the Issuer and its
     Restricted Subsidiaries that occurs after the Issue Date (to the extent the
     cash proceeds from the sale of such Equity Interests have not otherwise
     been applied to the payment of Restricted Payments) plus (2) the cash
     proceeds of key man life insurance policies received by the Issuer and its
     Restricted Subsidiaries after the Issue Date less any amounts previously
     applied to the payment of Restricted Payments pursuant to this clause (v);
     provided, further, that cancellation of Indebtedness owing to the Issuer
     from employees, officers, directors and consultants of the Issuer or any of
     its Restricted Subsidiaries in connection with the repurchase of Equity
     Interests from such Persons will not be deemed to constitute a Restricted
     Payment for purposes of this Section 4.07 or any other provisions of this
     Indenture; and provided, further, that the net cash proceeds from such
     sales of Equity Interests described in subclause (1) of this clause (v)
     shall be excluded from clause (3)(ii) of the second preceding paragraph to
     the extent such proceeds have been or are applied to the payment of
     Restricted Payments pursuant to this clause (v);


                                      -52-



          (vi) the repurchase of Equity Interests deemed to occur upon the
     exercise of options, warrants or other convertible securities to the extent
     such Equity Interests represent a portion of the exercise price of those
     options, warrants or other convertible securities and cash payments in lieu
     of the issuance of fractional shares in connection with the exercise of
     options, warrants, or other convertible securities;

          (vii) the purchase, redemption, acquisition, cancellation or other
     retirement for value of Equity Interests of the Issuer or any Restricted
     Subsidiary to the extent necessary, in good faith judgment of the Board of
     Directors of the Issuer, to prevent the loss or secure the renewal or
     reinstatement of any license, permit or eligibility held by the Issuer or
     any of its Restricted Subsidiaries under any applicable law or governmental
     regulation or the policies of any governmental authority or other
     regulatory body in an aggregate amount not to exceed $500,000;

          (viii) the declaration or payment of dividends on the common stock of
     the Issuer following a public equity offering of such common stock or the
     common Capital Interests of Parent or a direct or indirect Parent of
     Parent, of up to 6% per annum of the net cash proceeds received by the
     Issuer in or as a result of any such public equity offering;

          (ix) the payment of intercompany Indebtedness that is expressly
     subordinated to the Notes or any Guarantee, the incurrence of which is
     permitted under clause (vii) of Section 4.09(c) hereof; provided, however,
     that no Default has occurred and in continuing or would otherwise result
     therefrom;

          (x) the declaration and payment of dividends and distributions to
     holders of any class or series of Disqualified Interest of the Issuer or
     any of its Restricted Subsidiaries issued or incurred in accordance with
     Section 4.09 hereof;

          (xi) upon the occurrence of a Change of Control and within 60 days
     after completion of the offer to repurchase Notes pursuant to Section 4.14
     hereof (including the purchase of all Notes tendered), any purchase or
     redemption of Indebtedness of the Issuer subordinated to the Notes that is
     required to be repurchased or redeemed pursuant to the terms thereof as a
     result of such Change of Control, at a purchase price not greater than 101%
     of the outstanding principal amount thereof (plus accrued and unpaid
     interest);

          (xii) Permitted Payments to Parent;

          (xiii) payments in connection with or as a result of the Acquisition
     (including, without limitation, to make payments in respect of earnout
     obligations) as described in this offering memorandum; and

          (xiv) additional Restricted Payments not to exceed $10.0 million after
     the date of this Indenture.

          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 Issuer 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 whose resolution with respect thereto shall be delivered to the
Trustee, such determination to be based upon an opinion or appraisal issued by
an accounting, appraisal or investment banking firm of national standing if such
fair market value exceeds $10.0 million.


                                      -53-



Section 4.08 Dividend and Other Payment Restrictions Affecting Restricted
             Subsidiaries.

          (a) The Issuer shall not, and shall not permit any of its Restricted
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
Restricted Subsidiary to:

          (i) (x) pay dividends or make any other distributions to the Issuer or
     any of its Restricted Subsidiaries on its Capital Interests or (y) pay any
     Indebtedness owed to the Issuer or any of its Restricted Subsidiaries,

          (ii) make loans or advances to the Issuer or any of its Subsidiaries
     or

          (iii) transfer any of its properties or assets to the Issuer or any of
     its Restricted Subsidiaries.

          (b) However, the foregoing restrictions will not apply to encumbrances
or restrictions existing under or by reason of:

          (i) this Indenture, the Notes and any Guarantees,

          (ii) applicable law, rule or regulation or order,

          (iii) any instrument governing Indebtedness or Capital Interests of a
     Person acquired by the Issuer or any of its Restricted Subsidiaries as in
     effect at the time of such acquisition (except to the extent such
     Indebtedness or Capital Interest was incurred or issued 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 this Indenture to be incurred,

          (iv) customary non-assignment provisions in leases, contracts,
     licenses and other agreements entered into in the ordinary course of
     business and consistent with past practices,

          (v) purchase money obligations for property acquired in the ordinary
     course of business and Capital Lease Obligations that impose restrictions
     of the nature described in clause (a)(iii) above on the property so
     acquired,

          (vi) any agreement for the sale or other disposition of Equity
     Interests or assets of a Restricted Subsidiary or an agreement entered into
     for the sale of specified assets that restrict distributions by that
     Restricted Subsidiary pending such sale,

          (vii) Permitted Refinancing Indebtedness; provided that the
     restrictions contained in the agreements governing such Permitted
     Refinancing Indebtedness are no more materially restrictive, taken as a
     whole, than those contained in the agreements governing the Indebtedness
     being refinanced,

          (viii) provisions limiting the disposition or distribution of assets
     or property in joint venture agreements, partnership agreements, limited
     liability company operating agreements, asset sale agreements,
     sale-leaseback agreements, stock sale agreements and other similar


                                      -54-



     agreements entered into with the approval of the Board of Directors of the
     Issuer, which limitation is applicable only to the assets that are the
     subject of such agreements,

          (ix) secured Indebtedness otherwise permitted to be incurred pursuant
     to Section 4.12 hereof that limits the right of the debtor to dispose of
     the assets securing such Indebtedness,

          (x) restrictions on cash or other deposits or net worth imposed by
     customers under contracts entered into in the ordinary course of business,

          (xi) in the case of clause (a)(iii) of this Section 4.08, arising or
     agreed to in the ordinary course of business, not relating to any
     Indebtedness, and that do not, individually or in the aggregate, detract
     from the value of property or assets of the Issuer or any of its Restricted
     Subsidiaries in any manner material to the Issuer or any of its Restricted
     Subsidiaries,

          (xii) provisions in agreements or instruments that prohibit the
     payment of dividends or the making of other distributions with respect to
     any Capital Stock of a Person other than on a pro rata basis,

          (xiii) restrictions in other Indebtedness incurred in compliance with
     Section 4.09 hereof; provided that such restrictions, taken as a whole,
     are, in the good faith judgment of the Issuer's Board of Directors, no more
     materially restrictive with respect to such encumbrances and restrictions
     than those contained in the New Credit Facility and this Indenture,

          (xiv) agreements governing existing Indebtedness and the Credit
     Facilities as in effect on the Issue Date and any amendments, restatements,
     modifications, renewals, increases, supplements, refundings, replacements
     or refinancings of those agreements; provided that the amendments,
     restatements, modifications, renewals, increases, supplements, refundings,
     replacements or refinancings are not materially more restrictive, taken as
     a whole, with respect to such encumbrances and restrictions than those
     contained in those agreements on the Issue Date, and

          (xv) any encumbrances or restrictions imposed by any amendments,
     modifications restatements, renewals, increases, supplements, refundings,
     replacements or refinancings of the contracts, instruments or obligations
     referred to in clauses (i) through (xiii) above; provided that the
     encumbrances or restrictions in such amendments, modifications,
     restatements, renewals, increases, supplements, refundings, replacements or
     refinancings are not materially more restrictive, in the good faith
     judgment of the Board of Directors of the Issuer, taken as a whole, than
     the encumbrances or restrictions prior to such amendment, modification,
     restatement, renewal, increase, supplement, refunding, replacement or
     refinancing.

Section 4.09 Limitation on Incurrence of Indebtedness.

          (a) The Issuer shall not, and shall not permit any of its Restricted
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
Debt); provided, however, that the Issuer may incur Indebtedness (including
Acquired Debt) and any of the Issuer's Restricted Subsidiaries that is a
Guarantor or, upon such incurrence becomes a Guarantor, may incur Indebtedness
if, in each case, the Fixed Charge Coverage Ratio for the Issuer'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 would have been at least 2.00 to 1.00, determined on a pro forma
basis (including a pro forma application of the net proceeds


                                      -55-



therefrom), as if the additional Indebtedness had been incurred, as the case may
be, at the beginning of such Four-Quarter period.

          (b) The Issuer will not incur any Indebtedness (nor will the
Guarantors guarantee any such Indebtedness) that is contractually subordinated
in right of payment to any other Indebtedness of the Issuer unless such
Indebtedness is also contractually subordinated in right of payment to the Notes
on substantially identical terms; provided, however, that no Indebtedness of the
Issuer shall be deemed to be contractually subordinated in right of payment to
any other Indebtedness of the Issuer solely by virtue of being unsecured.

          (c) The provisions of Section 4.09(a) hereof shall not apply to the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

          (i) the incurrence by the Issuer (and the guarantee thereof by the
     Guarantors) of Indebtedness and letters of credit (with letters of credit
     being deemed to have a principal amount equal to the maximum potential
     liability of the Issuer and its Subsidiaries thereunder) under Credit
     Facilities; provided that the aggregate principal amount of all revolving
     credit Indebtedness and letters of credit outstanding under Credit
     Facilities after giving effect to such incurrence does not exceed an amount
     equal to $25.0 million; provided that in connection with an Asset
     Acquisition the amount of Indebtedness that may be outstanding pursuant to
     this clause may be increased by an amount not to exceed the lesser of (x)
     $20.0 million and (y) 1.0 times the Consolidated Cash Flow (after giving
     effect to Pro Forma Cost Savings) of the entity or assets acquired pursuant
     to the Asset Acquisition for the most recently ended four full fiscal
     quarters for which financial statements are available for such acquired
     entity or assets; provided, however that the maximum aggregate principal
     amount of all Indebtedness and letters of credit that may be outstanding
     pursuant to this clause is $45.0 million;

          (ii) Indebtedness outstanding on the Issue Date;

          (iii) the incurrence by the Issuer (and the Guarantee thereof by the
     Guarantors) of Indebtedness represented by the Notes and the Guarantees
     issued on the Issue Date and the Exchange Notes and any related Guarantees
     to be issued therefor pursuant to the Registration Rights Agreement.

          (iv) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of Indebtedness (x) represented by Capital Lease Obligations,
     mortgage financings or purchase money obligations, in each case incurred
     for the purpose of financing all or any of the purchase price or cost of
     construction, installation, design, or improvement of real or personal
     property, plant or equipment used in the business of the Issuer or such
     Restricted Subsidiary (whether through the direct acquisition of such
     assets or the acquisition of Equity Interests of any Person owning such
     assets, and (y) represented solely by mortgage financings incurred for any
     other purpose permitted under this Indenture in an aggregate principal
     amount not to exceed $10.0 million at any time outstanding;

          (v) the incurrence by the Issuer or any of its Restricted Subsidiaries
     of Indebtedness in connection with the acquisition of assets or a new
     Restricted Subsidiary; provided that such Indebtedness was incurred by the
     prior owner of such assets or such Restricted Subsidiary prior to such
     acquisition by the Issuer or one of its Restricted Subsidiaries and was not
     incurred in connection with, or in contemplation of, such acquisition by
     the Issuer or one of its Restricted Subsidiaries; and provided, further,
     that the principal amount (or accreted value, as applicable) of such
     Indebtedness, together with any other outstanding Indebtedness incurred
     pursuant to this


                                      -56-



     clause (v) and any outstanding Permitted Refinancing Indebtedness incurred
     to refund, refinance or replace any Indebtedness incurred pursuant to this
     clause (v), does not exceed $10.0 million;

          (vi) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the
     net proceeds of which are used to renew, refund, refinance, defease,
     discharge or replace Indebtedness permitted to be incurred by this
     Indenture (other than Indebtedness permitted under clause (i));

          (vii) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of intercompany Indebtedness between or among the Issuer and
     any of its Restricted Subsidiaries; provided, however, that (i) if the
     Issuer 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 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 Issuer or a Subsidiary thereof and (B) any sale or
     other transfer of any such Indebtedness to a Person that is not either the
     Issuer or a Restricted Subsidiary thereof shall be deemed, in each case, to
     constitute an incurrence of such Indebtedness by the Issuer or such
     Restricted Subsidiary, as the case may be, that was not permitted by this
     clause (vii);

          (viii) the incurrence by the Issuer or any of its Restricted
     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 this Indenture to be
     outstanding or commodity price risk or currency exchange rate risk, and in
     any such case not for speculative purposes;

          (ix) the guarantee by the Issuer or any of the Guarantors of
     Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer that
     was permitted to be incurred by another provision of this Section 4.09;

          (x) the incurrence by the Issuer's Unrestricted Subsidiaries of
     Non-Recourse Debt, provided, however, that if any such Indebtedness ceases
     to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be
     deemed to constitute an incurrence of Indebtedness by a Restricted
     Subsidiary of the Issuer that was not permitted by this clause (x);

          (xi) Indebtedness consisting of Permitted Investments of the kind
     described in clauses (f) and (k) of the definition of "Permitted
     Investments";

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

          (xiii) Indebtedness of the Issuer or any of its Restricted
     Subsidiaries in respect of performance bonds, bankers' acceptances,
     workers' compensation claims, surety and appeal bonds, payment obligations
     in connection with self-insurance or similar requirements (including
     Indebtedness represented by letters of credit for the account of the Issuer
     or such Restricted Subsidiary, as the case may be, opened to provide
     security for any of the foregoing) incurred in the ordinary course of
     business;

          (xiv) Indebtedness arising, from agreements of the Issuer or a
     Subsidiary providing for the guarantee, indemnification, earnouts,
     adjustment of purchase price or similar obligations, in


                                      -57-



     each case, incurred or assumed in connection with the disposition of any
     business, assets or 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 that the maximum aggregate liability in respect of all such
     Indebtedness shall at no time exceed the gross proceeds actually received
     by the Issuer and the Subsidiary in connection with such disposition;

          (xv) Indebtedness of the Issuer or any of its Restricted Subsidiaries
     to the extent the net proceeds thereof are promptly used to redeem the
     Notes in full or deposited to defease or discharge the Notes, in each case,
     in accordance with this Indenture;

          (xvi) the incurrence by the Issuer or any of its Restricted
     Subsidiaries, in connection with an Asset Acquisition consummated within
     eighteen months of the Issue Date, of additional Indebtedness in an
     aggregate principal amount (or accreted value, as applicable) at any time
     outstanding, including all outstanding Permitted Refinancing Indebtedness
     incurred to refund, refinance or replace any Indebtedness incurred pursuant
     to this clause (xvi), not to exceed $100.0 million; provided, however, that
     the after giving effect to the incurrence under this clause (xvi), the
     Consolidated Leverage Ratio of the Issuer shall not exceed 5.00 to 1.00;
     and

          (xvii) the incurrence by the Issuer or any of its Restricted
     Subsidiaries of additional Indebtedness in an aggregate principal amount
     (or accreted value, as applicable) at any time outstanding, including all
     outstanding Permitted Refinancing Indebtedness incurred to refund,
     refinance or replace any Indebtedness incurred pursuant to this clause
     (xvii), not to exceed $5.0 million.

          For purposes of determining compliance with this Section 4.09, in the
event that an item of Indebtedness (of any portion thereof) meets the criteria
of more than one of the categories of Permitted Debt described in clauses (i)
through (xvii) of this Section 4.09(c) or is entitled to be incurred pursuant to
Section 4.09(a) hereof, the Issuer, in its sole discretion, will be permitted to
divide and classify such item of Indebtedness (or any portion thereof) on the
date of occurrence, and at any time and from time to time may reclassify in any
manner that complies with this Section 4.09. Accrual of interest, accretion or
amortization of original issue discount, the payment of interest on any
Indebtedness in the form of additional Indebtedness with the same terms, and the
payment of dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock for purposes of this Section 4.09 shall not
be deemed an incurrence of Indebtedness; provided, in each such case, that the
amount thereof is included in Fixed Charges of the Issuer as accrued.

Section 4.10 Asset Sales.

          (a) The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

          (i) the Issuer (or the Restricted Subsidiary, as the case may be)
     receives consideration at the time of such Asset Sale at least equal to the
     fair market value (as determined in good faith by the Board of Directors
     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

          (ii) except in the case of a Permitted Non-Cash Transaction, at least
     75% of the consideration therefor received by the Issuer or such Restricted
     Subsidiary is in the form of cash, Cash Equivalents or a combination
     thereof; provided that the amount of (x) any liabilities (as shown on the
     Issuer's or such Restricted Subsidiary's most recent balance sheet), of the
     Issuer or


                                      -58-



     any Restricted Subsidiary (other than contingent liabilities and
     liabilities that are by their terms subordinated to the Notes or any
     Guarantee thereof) that are assumed by the transferee of any such assets
     pursuant to a customary assumption agreement that releases the Issuer or
     such Restricted Subsidiary from further liability and (y) any securities,
     notes or other obligations received by the Issuer or any such Restricted
     Subsidiary from such transferee that are within 30 days of the receipt
     thereof converted by the Issuer or such Restricted Subsidiary into cash (to
     the extent of the cash received), shall be deemed to be cash for purposes
     of this provision.

          Additionally, the following shall also be deemed to be cash for
purposes of this Section 4.10:

          (1) any assets of the kind referred to in paragraph (b)(ii) of this
     Section 4.10;

          (2) cash held in escrow as security for any purchase price settlement,
     for damages in respect of a breach of representations and warranties or
     covenants or for payment of other contingent obligations in connection with
     the Asset Sale; and

          (3) any Marketable Securities valued based on the Average Market Price
     of such Marketable Securities at the time of the consummation of such Asset
     Sale.

          (b) Within 365 days after the receipt of any Net Proceeds from an
Asset Sale, the Issuer or any of its Restricted Subsidiaries may apply such Net
Proceeds:

          (i) to permanently reduce Indebtedness under the Credit Facilities
     (and to correspondingly reduce commitments with respect thereto) and repay
     any other Permitted Debt secured by a Lien on the property or assets that
     is the subject of such Asset Sale, or

          (ii) to the acquisition of a majority of the assets of, or a majority
     of the voting Capital Interests of, another Person (or division or business
     unit thereof) engaged principally in a Permitted Business, the making of a
     capital expenditure or the acquisition of other tangible long-term assets,
     in each case, that are used or useful in a Permitted Business. Pending the
     final application of any such Net Proceeds, the Issuer may temporarily
     reduce revolving credit borrowings or otherwise invest such Net Proceeds in
     any manner that is not prohibited by this Indenture.

          Any Net Proceeds from Asset Sales that are not applied or invested as
provided in the first sentence of this Section 4.10(b) will be deemed to
constitute "Excess Proceeds." When the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Issuer will be required to make an offer to all
Holders of Notes and all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets (an "Asset Sale Offer") to purchase the maximum principal amount of Notes
and such other indebtedness 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 and Additional Interest thereon, if
any, to the date of purchase, in accordance with the procedures set forth in
this Indenture and such other Indebtedness. To the extent that any Excess
Proceeds remain after consummation of an Asset Sale Offer, the Issuer may use
such Excess Proceeds for any purpose not otherwise prohibited by this Indenture.
If the aggregate principal amount of Notes surrendered by Holders thereof and
other pari passu Indebtedness described above tendered into such Asset Sale
Offer exceeds the amount of Excess Proceeds, the respective aggregate amount of
the Notes and such other Indebtedness to be purchased shall be determined on a
pro rata basis (it being understood that the Trustee shall not be making a
determination as to any Indebtedness other than the Notes) and the Trustee shall


                                      -59-



select the Notes to be purchased in such aggregate amount on a pro rata basis.
Upon completion of such offer to purchase, the amount of Excess Proceeds shall
be reset at zero.

          (c) The Issuer shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section
4.10, the Issuer will comply with the applicable securities laws and regulations
and will not be deemed to have breached its obligations of this Section 4.10 by
virtue thereof.

Section 4.11 Transactions with Affiliates.

          (a) The Issuer shall not, and shall not permit any of its Restricted
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 (each of the foregoing, an "Affiliate Transaction"), unless

          (i) such Affiliate Transaction is on terms that are no less favorable
     to the Issuer or the relevant Restricted Subsidiary than those that would
     have been obtained in a comparable transaction by the Issuer or such
     Restricted Subsidiary with an unrelated Person and

          (ii) the Issuer delivers to the Trustee (a) with respect to any
     Affiliate Transaction or series of related Affiliate Transactions involving
     aggregate consideration in excess of $2.5 million, a resolution of the
     Board of Directors set forth in an Officer's Certificate certifying that
     such Affiliate Transaction complies with clause (i) above and that such
     Affiliate Transaction has either been approved by a majority of the
     disinterested members of the Board of Directors or has been approved in an
     opinion issued by an accounting, appraisal or investment banking firm of
     national standing as being fair to the Holders from a financial point of
     view and (b) with respect to any Affiliate Transaction or series of related
     Affiliate Transactions involving aggregate consideration in excess of $10.0
     million, an opinion as to the fairness to the Holders of such Affiliate
     Transaction from a financial point of view issued by an accounting,
     appraisal or investment banking firm of national standing.

          (b) Notwithstanding the foregoing, the following items shall not be
deemed to be Affiliate Transactions:

          (i) any employment agreement or arrangements incentive compensation
     plan, benefit arrangements or plan, severance or expense reimbursement
     arrangement entered into by the Issuer or any of its Restricted
     Subsidiaries in the ordinary course of business of the Issuer or such
     Restricted Subsidiary,

          (ii) transactions between or among the Issuer and/or its Restricted
     Subsidiaries,

          (iii) payment of reasonable directors fees to directors of the Issuer
     or any Restricted Subsidiary of the Issuer and other reasonable fees,
     compensation, benefits and indemnities paid or entered into with directors,
     officers and employees of the Issuer or any Restricted Subsidiary of the
     Issuer,


                                      -60-



          (iv) any issuance of Equity Interests and the granting or performance
     of registration rights in respect of any Equity Interests, which rights
     have been approved by the Board of Directors of the Issuer,

          (v) the sale or purchase of goods or provision of services in the
     ordinary course of business, at terms comparable to those available to
     third party customers or suppliers, to or with an Affiliate which would
     constitute an Affiliate Transaction solely as a result of the Issuer or any
     of its Restricted Subsidiaries being in or under common control with such
     Affiliate,

          (vi) any agreement in effect on the date of this Indenture or any
     amendment thereto or transaction contemplated thereby (and any replacement
     or amendment of any such agreement so long as any such amendment or
     replacement thereof is not materially less favorable to the Holders than
     the original agreement in effect on the date of this Indenture),

          (vii) Restricted Payments that are permitted by the provisions of this
     Indenture described under Section 4.07,

          (viii) transactions with a joint venture engaged in a Permitted
     Business; provided that all the outstanding ownership interests of such
     joint venture are owned only by the Issuer, its Restricted Subsidiaries and
     Persons that are not Affiliates of the Issuer,

          (ix) the payment to Castle Harlan, Inc. of management fees and
     reimbursement of expenses pursuant to and in accordance with the Management
     Agreement not to exceed the amount per year specified in the Management
     Agreement; provided that in the event the full amount thereof is not paid
     in any year, the deficiency may cumulate and paid in subsequent years, and

          (x) repurchases of Notes if repurchased on the same terms as offered
     to non-affiliates.

Section 4.12 Liens.

          The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume or suffer to
exist any Lien securing Indebtedness on any asset now owned or hereafter
acquired, or any income or profits therefrom, except Permitted Liens, unless
contemporaneously therewith:

          (i) in the case of any Lien securing Indebtedness that ranks pari
     passu with the Notes or a Guarantee, effective provision is made to secure
     the Notes or such Guarantee, as the case may be, at least equally and
     ratably with or prior to such obligation with a Lien on the same
     collateral; and

          (ii) in the case of any Lien securing Indebtedness that is
     subordinated in right of payment to the Notes or a Guarantee, effective
     provision is made to secure the Notes or such Guarantee, as the case may
     be, with a Lien on the same collateral that is prior to the Lien securing
     such subordinated obligation,

in each case, for so long as such Indebtedness is secured by such Lien (such
Lien, the "Primary Lien").


                                      -61-



          Any Lien created for the benefit of the Holders of the Notes pursuant
to the immediately preceding paragraph shall automatically and unconditionally
be released and discharged upon the release and discharge of the Primary Lien,
without any further action on the part of any Person.

Section 4.13 Corporate Existence.

          Subject to Article 5 hereof, the Issuer shall do or cause to be done
all things necessary to preserve and keep in full force and effect (i) its
corporate existence, and the corporate, partnership or other existence of each
of its Restricted Subsidiaries, in accordance with the respective organizational
documents (as the same may be amended from time to time) of the Issuer or any
such Restricted Subsidiary and (ii) the material rights (charter and statutory),
licenses and franchises of the Issuer and its Restricted Subsidiaries; provided
that the Issuer shall not be required to preserve any such right, license or
franchise, or the corporate, partnership or other existence of any of its
Restricted Subsidiaries, if the Issuer in good faith shall determine that the
preservation thereof is no longer desirable in the conduct of the business of
the Issuer and its Restricted Subsidiaries, taken as a whole.

Section 4.14 Offer to Repurchase upon Change of Control.

          (a) Upon the occurrence of a Change of Control, each Holder of Notes
will have the right to require the Issuer to repurchase all or any part (equal
to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to
the offer described below (the "Change of Control Offer") at an offer price in
cash equal to 101% of the aggregate principal amount thereof plus accrued and
unpaid interest and Additional Interest thereon, if any, to the date of purchase
(the "Change of Control Payment"). Within 30 days following any Change of
Control, the Issuer will mail a notice to each Holder stating:

          (1) that a Change of Control Offer is being made pursuant to this
     Section 4.14 and, to the extent lawful, that all Notes properly tendered
     pursuant to such Change of Control Offer will be accepted for payment by
     the Issuer;

          (2) the purchase price and the purchase date, which will be no earlier
     than 30 days nor later than 60 days from the date such notice is mailed
     (the "Change of Control Payment Date");

          (3) that any Note not properly tendered or accepted for payment will
     remain outstanding and continue to accrue interest in accordance with the
     terms hereof;

          (4) that unless the Issuer defaults in the payment of the Change of
     Control Payment, all Notes accepted for payment pursuant to the Change of
     Control Offer will cease to accrue interest and Additional Interest, if
     any, on the Change of Control Payment Date;

          (5) that Holders electing to have any Notes purchased pursuant to a
     Change of Control Offer will be required to surrender such Notes, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of such
     Notes completed, or transfer by book entry transfer to the Issuer or to the
     paying agent specified in the notice at the address specified in the notice
     prior to the close of business at least three Business Days preceding the
     Change of Control Payment Date;

          (6) that Holders shall be entitled to withdraw their tendered Notes
     and their election to require the Issuer to purchase such Notes; provided
     that the paying agent receives, not later than the close of business on the
     30th day following the date of the Change of Control notice, a facsimile
     transmission or letter setting forth the name of the Holder of the Notes,
     the principal


                                      -62-



     amount of Notes tendered for purchase, and a statement that such Holder is
     withdrawing its tendered Notes and its election to have such Notes
     purchased;

          (7) that if the Issuer is redeeming less than all of the Notes, the
     Holders of the remaining Notes will be issued new Notes and such new Notes
     will be equal in principal amount to the unpurchased portion of the Notes
     surrendered. The unpurchased portion of the Notes must be equal to $1,000
     or an integral multiple thereof or transferred by book-entry transfer; and

          (8) the other instructions, as determined by the Issuer, consistent
     with this Section 4.14, that a Holder must follow.

The notice, if mailed in a manner herein provided, shall be conclusively
presumed to have been given, whether or not the Holder receives such notice. If
(a) the notice is mailed in a manner herein provided and (b) any Holder fails to
receive such notice or a Holder receives such notice but it is defective, such
Holder's failure to receive such notice or such defect shall not affect the
validity of the proceedings for the purchase of the Notes as to all other
Holders that properly received such notice without defect.

          (b) The Issuer 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 the Notes as a result of a Change of Control. To the extent that
the provisions of any securities laws or regulations conflict with the Change of
Control provisions of the Indenture, the Issuer will comply with the applicable
securities laws and regulations and will not be deemed to have breached its
obligations under the Change of Control provisions of this Indenture by virtue
of such compliance.

          (c) On the Change of Control Payment Date, the Issuer shall, to the
extent lawful,

          (1) accept for payment all Notes or portions thereof properly tendered
     and not withdrawn pursuant to the Change of Control Offer,

          (2) deposit with the Paying Agent an amount equal to the Change of
     Control Payment in respect of all Notes or portions thereof so tendered and

          (3) deliver or cause to be delivered to the Trustee the Notes so
     accepted and not withdrawn together with an Officer's Certificate stating
     the aggregate principal amount of Notes or portions thereof being purchased
     by the Issuer. The Paying Agent will promptly mail to each Holder of Notes
     so tendered the Change of Control Payment for such 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 Notes surrendered, if any; provided that each
     such new Note will be in a principal amount of $1,000 or an integral
     multiple thereof. The Issuer shall publicly announce the results of the
     Change of Control Offer on or as soon as practicable after the Change of
     Control Payment Date.

          (d) The Issuer will not be required to make a Change of Control Offer
upon a Change of Control if (1) a third party makes the Change of Control Offer
in the manner, at the times and otherwise in compliance with the requirements
set forth in this Indenture applicable to a Change of Control Offer made by the
Issuer and purchases all Notes validly tendered and not withdrawn under such
Change of Control Offer, (2) notice of redemption has been given pursuant to
this Indenture as described above under Section 3.03 unless and until there is a
default in payment of the applicable redemption price, or (3) if, in connection
with or in contemplation of any Change of Control, it or a third party has made
an offer to purchase (an "Alternate Offer") any and all Notes validly tendered
at a cash price equal to or


                                      -63-



higher than the Change of Control Payment and has purchased all Notes properly
tendered and not withdrawn in accordance with the terms of such Alternate Offer.
A Change of Control Offer may be made in advance of a Change of Control,
conditional upon such Change of Control, if a definitive agreement is in place
for the Change of Control at the time of making the Change of Control Offer.
Notes repurchased pursuant to a Change of Control Offer will be retired and
cancelled.

Section 4.15 Sale and Leaseback Transactions.

          The Issuer shall not, and shall not permit any of its Restricted
Subsidiaries to, enter into any sale and leaseback transaction; provided that
the Issuer may enter into a sale and leaseback transaction if:

          (i) the Issuer could have (x) incurred Indebtedness in an amount equal
     to the Attributable Debt relating to such sale and leaseback transaction
     pursuant to the Fixed Charge Coverage Ratio test set forth in Section
     4.09(a) and (y) incurred a Lien to secure such Indebtedness pursuant to
     Section 4.12;

          (ii) 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 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

          (iii) the transfer of assets in such sale and leaseback transaction is
     permitted by, and the Issuer applies the proceeds of such transaction in
     compliance with Section 4.10;

Section 4.16 Business Activities.

          The Issuer shall not, and the Issuer shall not permit any of its
Restricted Subsidiaries to, engage in any business other than Permitted
Businesses, except to such extent as would not be material to the Issuer and its
Restricted Subsidiaries taken as a whole.

Section 4.17 Payments for Consent.

          Neither the Issuer nor any of its Subsidiaries will, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any Holder of any Notes for or as an inducement
to any consent, waiver or amendment of any of the terms or provisions of this
Indenture or the Notes unless such consideration is offered to be paid or is
paid to all Holders of the Notes that con-sent, waive or agree to amend in the
time frame set forth in the solicitation documents relating to such consent,
waiver or amendment.

Section 4.18 Subsidiary Guarantees.

          If the Issuer or any of its Restricted Subsidiaries shall acquire or
create another Restricted Subsidiary after the Issue Date, other than a Foreign
Subsidiary, then such newly acquired or created Restricted Subsidiary shall
become a Guarantor and execute a supplemental indenture in form and substance
reasonably satisfactory to the Trustee and deliver an Opinion of Counsel, in
accordance with the terms of this Indenture; provided that the foregoing shall
not apply to any Subsidiary that has properly been designated as an Unrestricted
Subsidiary in accordance with this Indenture for so long as it continues to
constitute an Unrestricted Subsidiary.


                                      -64-



                                    ARTICLE 5

                                   SUCCESSORS

Section 5.01 Merger, Consolidation or Sale of All or Substantially All Assets.

          (a) The Issuer shall not consolidate or merge with or into (whether or
not the Issuer 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:

          (i) (a) the Issuer is the surviving corporation or (b) the Person
     formed by or surviving any such consolidation or merger (if other than the
     Issuer) or to which such sale, assignment, transfer, lease, conveyance or
     other disposition shall have been made is a corporation, limited liability
     Issuer or limited partnership organized or existing under the laws of the
     United States, any state thereof or the District of Columbia; provided
     that, in case of a limited liability Issuer or a partnership, a co-obligor
     of the Notes is a corporation;

          (ii) the entity or Person formed by or surviving any such
     consolidation or merger (if other than the Issuer) 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 Issuer
     under the Registration Rights Agreement, the Notes and this Indenture
     pursuant to a supplemental indenture in a form reasonably satisfactory to
     the Trustee;

          (iii) immediately after giving effect to such transaction no Default
     or Event of Default exists; and

          (iv) except in the case of a consolidation, amalgamation or merger
     with or into or a sale, assignment, transfer, conveyance or other
     disposition of all or substantially all of the property and assets of the
     Issuer and any of its Restricted Subsidiaries to a Wholly Owned Restricted
     Subsidiary of the Issuer, the Issuer or the entity or Person formed by or
     surviving any such consolidation or merger (if other than the Issuer), or
     to which such sale, assignment, transfer, lease, conveyance or other
     disposition shall have been made, shall, 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 Section 4.09(a).

          (b) No Guarantor may consolidate with or merge with or into (whether
or not such Guarantor is the surviving Person) another corporation, Person or
entity whether or not affiliated with such Guarantor unless:

          (i) subject to the provisions of the following paragraph, the Person
     formed by or surviving any such consolidation or merger (if other than such
     Guarantor) assumes all the obligations of such Guarantor pursuant to a
     supplemental indenture in form and substance reasonably satisfactory to the
     Trustee, under the Notes, this Indenture and the Registration Rights
     Agreement;

          (ii) immediately after giving effect to such transaction, no Default
     or Event of Default exists; and


                                      -65-



          (iii) the Issuer would be permitted by virtue of the Issuer's pro
     forma Fixed Charge Coverage Ratio, 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 Section 4.09(a).

          (c) In the event of a sale or other disposition of all of the assets
of any Guarantor, by way of merger, consolidation or otherwise, or a sale or
other disposition of all of the Capital Interests of any Guarantor, then such
Guarantor (in the event of a sale or other disposition, by way of such a merger,
consolidation or otherwise, of all of the Capital Interests of such Guarantor)
or the corporation acquiring the property (in the event of a sale or other
disposition of all of the assets of such Guarantor) will be released and
relieved of any obligations under its Guarantee; provided that the Net Proceeds
of such sale or other disposition are applied in accordance with the applicable
provisions of this Indenture.

          (d) This Section 5.01 will not apply to a merger of the Issuer or a
Guarantor with an Affiliate solely for the purpose, and with the effect, of
reincorporating the Issuer or such a Guarantor, as the case may be, in another
jurisdiction of the United States. In addition, nothing in this Section 5.01
will prohibit any Restricted Subsidiary from consolidating or amalgamating with,
merging with or into or conveying, transferring or leasing, in one transaction
or a series of transactions, all or substantially all of its assets to the
Issuer or another Restricted Subsidiary.

Section 5.02 Successor Corporation Substituted.

          Upon any consolidation or merger, or any sale, assignment, transfer,
lease, conveyance or other disposition of all or substantially all of the assets
of the Issuer in accordance with Section 5.01 hereof, the successor corporation
formed by such consolidation or into or with which the Issuer is merged or to
which such sale, assignment, transfer, lease, conveyance or other disposition is
made shall succeed to, and be substituted for (so that from and after the date
of such consolidation, merger, sale, lease, conveyance or other disposition, the
provisions of this Indenture referring to the Issuer shall refer instead to the
successor corporation and not to the Issuer), and may exercise every right and
power of the Issuer under this Indenture with the same effect as if such
successor Person had been named as the Issuer herein; provided that the
predecessor Issuer shall not be relieved from the obligation to pay the
principal of and interest and Additional Interest, if any, on the Notes except
in the case of a sale, assignment, transfer, conveyance or other disposition of
all of the Issuer's assets that meets the requirements of Section 5.01 hereof.

                                    ARTICLE 6

                              DEFAULTS AND REMEDIES

Section 6.01 Events of Default.

          (a) Each of the following shall be an "Event of Default" for purposes
of this Indenture:

          (i) default for 30 days in the payment when due of interest on, or
     Additional Interest, if any, on, the Notes;

          (ii) default in payment when due of the principal of or premium, if
     any, on the Notes;

          (iii) a default by the Issuer or any Guarantor in the observance or
     performance of any other covenant or agreement contained in this Indenture
     which default continues for a period of


                                      -66-



     30 days after the Issuer or such Guarantor receives written notice
     specifying the default (and demanding that such default be remedied and
     stating that such notice is a "Notice of Default") from the Trustee or the
     Holders of at least 25% of the outstanding principal amount of the Notes
     (except in the case of a default with respect to Section 5.01 which will
     constitute an Event of Default with such notice requirement but without
     such passage of time requirement);

          (iv) the failure to pay at final maturity (giving effect to any
     applicable grace periods and any extensions thereof) the principal amount
     of any Indebtedness of the Issuer or any Restricted Subsidiary of the
     Issuer or the acceleration of the final stated maturity of any such
     Indebtedness, if the aggregate principal amount of such Indebtedness,
     together with the principal amount of any other such Indebtedness in
     default for failure to pay principal at final maturity or which has been
     accelerated, aggregates $10.0 million or more at any time and such failure
     shall not have been cured or waived within 30 days thereof;

          (v) failure by the Issuer or any of its Subsidiaries to pay final
     judgments (to the extent such judgments are not paid or covered by an
     insurance carrier or pursuant to which the Issuer is not indemnified by a
     third party who has agreed to honor such obligation) aggregating in excess
     of $10.0 million, which judgments are not paid, discharged or stayed for a
     period of 60 days after such judgments have become final and
     non-appealable;

          (vi) the Issuer or any Significant Subsidiary pursuant to or within
     the meaning of any Bankruptcy Law:

               (1) commences a voluntary case,

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

               (3) consents to the appointment of a Custodian of it or for all
          or substantially all of its property, makes a general assignment for
          the benefit of its creditors, or

               (4) generally is not paying its debts as they become due; or

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

               (1) is for relief against the Issuer or any of its Restricted
          Subsidiaries that is a Significant Subsidiary in an involuntary case,

               (2) appoints a Custodian of the Issuer or any of its Restricted
          Subsidiaries that is a Significant Subsidiary or for all or
          substantially all of the property of the Issuer or any of its
          Restricted Subsidiaries that is a Significant Subsidiary, or

               (3) orders the liquidation of the Issuer or any of its Restricted
          Subsidiaries that is a Significant Subsidiary,

     and the order or decree remains unstayed and in effect for 60 days;

          (viii) except as permitted by this Indenture, any Guarantee shall be
     held in any judicial proceeding to be unenforceable or shall cease for any
     reason to be in full force and effect or any


                                      -67-



     Guarantor, or any Person acting on behalf of any Guarantor, shall deny or
     disaffirm its obligation under its Guarantee.

          (b) The Issuer shall deliver to the Trustee annually a statement
regarding compliance with this Indenture, and the Issuer shall, upon becoming
aware of any Default or Event of Default, deliver to the Trustee a statement
specifying such Default or Event of Default.

Section 6.02 Acceleration.

          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 Notes shall
notify the Issuer in writing, specifying the Event of Default, demanding that
the Default be remedied and stating that such notice is a "Notice of Default,"
following which such Holders may declare all the Notes to be due and payable
immediately. Upon such declaration of acceleration pursuant to a Notice of
Default, the aggregate principal of and accrued and unpaid interest on the
outstanding Notes shall become due and payable without further action or notice;
provided, however, that in the event of a declaration of acceleration because an
Event of Default set forth in Section 6.01(a)(iv) has occurred and is
continuing, such declaration of acceleration shall be automatically rescinded
and annulled if the failure to pay or acceleration triggering such Event of
Default pursuant to Section 6.01(a)(iv) shall be remedied or cured or waived by
the holders of the relevant Indebtedness within 60 days after the declaration of
acceleration with respect thereto. Notwithstanding the foregoing, in the case of
an Event of Default arising under Section 6.01(a)(vi) or (vii), with respect to
the Issuer, any Significant Subsidiary or any group of Subsidiaries that, taken
together, would constitute a Significant Subsidiary, all outstanding Notes will
become due and payable without further action or notice. Holders of the Notes
may not enforce this Indenture or the Notes except as provided in this
Indenture. Subject to certain limitations, Holders of a majority in principal
amount of the then outstanding Notes may direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of the 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. Holders of the Notes may not enforce
this Indenture or the Notes except as provided in this Indenture and under the
TIA.

Section 6.03 Other Remedies.

          If an Event of Default occurs and is continuing, the Trustee may
pursue any available remedy to collect the payment of principal, premium, if
any, and interest on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

          The Trustee may maintain a proceeding even if it does not possess any
of the Notes or does not produce any of them in the proceeding. A delay or
omission by the Trustee or any Holder of a Note in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. All remedies are
cumulative to the extent permitted by law.

Section 6.04 Waiver of Past Defaults.

          The Holders of a majority in aggregate principal amount of the Notes
then outstanding by notice to the Trustee may on behalf of the Holders of all of
the Notes waive, rescind or cancel any declaration of an existing or past
Default or Event of Default and its consequences under this Indenture except a
continuing Default or Event of Default in the payment of interest on, or the
principal of, the Notes (other than nonpayment of principal or interest that has
become due solely because of acceleration). Upon any such waiver, such Default
shall cease to exist, and any Event of Default arising therefrom shall


                                      -68-



be deemed to have been cured for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

Section 6.05 Control by Majority.

          Holders of a majority in principal amount of the then total
outstanding Notes may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or of exercising any trust or
power conferred on the Trustee. The Trustee, however, may refuse to follow any
direction that conflicts with law or this Indenture or that the Trustee
determines is unduly prejudicial to the rights of other Holders of a Note or
that would involve the Trustee in personal liability.

Section 6.06 Limitation on Suits.

          Subject to Section 6.07 hereof, no Holder of a Note may pursue any
remedy with respect to this Indenture or the Notes unless:

          (1) such Holder has previously given the Trustee notice that an Event
     of Default is continuing;

          (2) Holders of at least 30% in principal amount of the total
     outstanding Notes have requested the Trustee to pursue the remedy;

          (3) Holders of the Notes have offered the Trustee reasonable security
     or indemnity against any loss, liability or expense;

          (4) the Trustee has not complied with such request within 60 days
     after the receipt thereof and the offer of security or indemnity; and

          (5) Holders of a majority in principal amount of the total outstanding
     Notes have not given the Trustee a direction inconsistent with such request
     within such 60-day period.

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

Section 6.07 Rights of Holders of Notes to Receive Payment.

          Notwithstanding any other provision of this Indenture, the right of
any Holder of a Note to receive payment of principal, premium, if any, and
Additional Interest, if any, and interest on the Note, on or after the
respective due dates expressed in the Note, or to bring suit for the enforcement
of any such payment on or after such respective dates, shall not be impaired or
affected without the consent of such Holder.

Section 6.08 Collection Suit by Trustee.

          If an Event of Default specified in Section 6.01(a)(1) or (2) hereof
occurs and is continuing, the Trustee is authorized to recover judgment in its
own name and as trustee of an express trust against the Issuer for the whole
amount of principal of, premium, if any, and Additional Interest, if any, and
interest remaining unpaid on the Notes and interest on overdue principal and, to
the extent lawful, interest and such further amount as shall be sufficient to
cover the costs and expenses of collection, including the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel.


                                      -69-



Section 6.09 Restoration of Rights and Remedies.

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

Section 6.10 Rights and Remedies Cumulative.

          Except as otherwise provided with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes in Section 2.07 hereof, no
right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 6.11 Delay or Omission Not Waiver.

          No delay or omission of the Trustee or of any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 6.12 Trustee May File Proofs of Claim.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders of the Notes allowed in any judicial proceedings relative to the Issuer
(or any other obligor upon the Notes including the Guarantors), its creditors or
its property and shall be entitled and empowered to participate as a member in
any official committee of creditors appointed in such matter and to collect,
receive and distribute any money or other property payable or deliverable on any
such claims and any custodian in any such judicial proceeding is hereby
authorized by each Holder to make such payments to the Trustee, and in the event
that the Trustee shall consent to the making of such payments directly to the
Holders, to pay to the Trustee any amount due to it for the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To
the extent that the payment of any such compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under Section 7.07 hereof out of the estate in any such proceeding,
shall be denied for any reason, payment of the same shall be secured by a Lien
on, and shall be paid out of, any and all distributions, dividends, money,
securities and other properties that the Holders may be entitled to receive in
such proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Trustee to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder, or to authorize the Trustee to
vote in respect of the claim of any Holder in any such proceeding.


                                      -70-



Section 6.13 Priorities.

          If the Trustee collects any money pursuant to this Article 6, it shall
pay out the money in the following order:

          (i) to the Trustee, its agents and attorneys for amounts due under
     Section 7.07 hereof, including payment of all compensation, expenses and
     liabilities incurred, and all advances made, by the Trustee and the costs
     and expenses of collection;

          (ii) to Holders of Notes for amounts due and unpaid on the Notes for
     principal, premium, if any, and Additional Interest, if any, and interest,
     ratably, without preference or priority of any kind, according to the
     amounts due and payable on the Notes for principal, premium, if any, and
     Additional Interest, if any, and interest, respectively; and

          (iii) to the Issuer or to such party as a court of competent
     jurisdiction shall direct including a Guarantor, if applicable.

          The Trustee may fix a record date and payment date for any payment to
Holders of Notes pursuant to this Section 6.13.

Section 6.14 Undertaking for Costs.

          In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as a Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.14 does not apply to a suit by the Trustee, a suit by a Holder of
a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in
principal amount of the then outstanding Notes.

                                    ARTICLE 7

                                     TRUSTEE

Section 7.01 Duties of Trustee.

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

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

          (i) the duties of the Trustee shall be determined solely by the
     express provisions of this Indenture and the Trustee need perform only
     those duties that are specifically set forth in this Indenture and no
     others, and no implied covenants or obligations shall be read into this
     Indenture against the Trustee; and

          (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or


                                      -71-



     opinions furnished to the Trustee and conforming to the requirements of
     this Indenture. However, in the case of any such certificates or opinions
     which by any provision hereof are specifically required to be furnished to
     the Trustee, the Trustee shall examine the certificates and opinions to
     determine whether or not they conform to the requirements of this
     Indenture.

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

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

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

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

          (d) Whether or not therein expressly so provided, every provision of
this Indenture that in any way relates to the Trustee is subject to paragraphs
(a), (b) and (c) of this Section 7.01.

          (e) The Trustee shall be under no obligation to exercise any of its
rights or powers under this Indenture at the request or direction of any of the
Holders of the Notes unless the Holders have offered to the Trustee reasonable
indemnity or security against any loss, liability or expense.

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

Section 7.02 Rights of Trustee.

          (a) The Trustee may conclusively rely upon any document believed by it
to be genuine and to have been signed or presented by the proper Person. The
Trustee need not investigate any fact or matter stated in the document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Issuer, personally or by agent or attorney at
the sole cost of the Issuer and shall incur no liability or additional liability
of any kind by reason of such inquiry or investigation.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on
such Officer's Certificate or Opinion of Counsel. The Trustee may consult with
counsel of its selection and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection from
liability in respect of any action taken, suffered or omitted by it hereunder in
good faith and in reliance thereon.

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

          (d) The Trustee shall not be liable for any action it takes or omits
to take in good faith that it believes to be authorized or within the rights or
powers conferred upon it by this Indenture.


                                      -72-



          (e) Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Issuer shall be sufficient if
signed by an Officer of the Issuer.

          (f) None of the provisions of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise to incur any liability, financial
or otherwise, in the performance of any of its duties hereunder, or in the
exercise of any of its rights or powers if it shall have reasonable grounds for
believing that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not assured to it.

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

          (h) In no event shall the Trustee be responsible or liable for
special, indirect, or consequential loss or damage of any kind whatsoever
(including, but not limited to, loss of profit) irrespective of whether the
Trustee has been advised of the likelihood of such loss or damage and regardless
of the form of action.

          (i) The rights, privileges, protections, immunities and benefits given
to the Trustee, including, without limitation, its right to be indemnified, are
extended to, and shall be enforceable by, the Trustee in each of its capacities
hereunder, and each agent, custodian and other Person employed to act hereunder.

          (j) In the event the Issuer is required to pay Additional Interest,
the Issuer will provide written notice to the Trustee of the Issuer's obligation
to pay Additional Interest no later than 15 days prior to the next Interest
Payment Date, which notice shall set forth the amount of the Additional Interest
to be paid by the Issuer. The Trustee shall not at any time be under any duty or
responsibility to any Holders to determine whether the Additional Interest is
payable and the amount thereof.

Section 7.03 Individual Rights of Trustee.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee. However, in the event that the Trustee acquires any conflicting
interest it must eliminate such conflict within 90 days, apply to the SEC for
permission to continue as trustee or resign. Any Agent may do the same with like
rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof,
and the Trustee is subject to Sections 310(b) and 311 of the Trust Indenture
Act.

Section 7.04 Trustee's Disclaimer.

          The Trustee shall not be responsible for and makes no representation
as to the validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes or any money
paid to the Issuer or upon the Issuer's direction under any provision of this
Indenture, it shall not be responsible for the use or application of any money
received by any Paying Agent other than the Trustee, and it shall not be
responsible for any statement or recital herein or any statement in the Notes or
any other document in connection with the sale of the Notes or pursuant to this
Indenture other than its certificate of authentication.


                                      -73-



Section 7.05 Notice of Defaults.

          If a Default occurs and is continuing and if it is known to the
Trustee, the Trustee shall mail to Holders of Notes a notice of the Default
within 90 days after it occurs. Except in the case of a Default relating to the
payment of principal, premium, if any, or interest and Additional Interest, if
any, on any Note, the Trustee may withhold from the Holders notice of any
continuing Default if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of the
Holders of the Notes.

Section 7.06 Reports by Trustee to Holders of the Notes.

          Within 60 days after each May 15, beginning with the May 15 following
the date of this Indenture, and for so long as Notes remain outstanding, the
Trustee shall mail to the Holders of the Notes a brief report dated as of such
reporting date that complies with Trust Indenture Act Section 313(a) (but if no
event described in Trust Indenture Act Section 313(a) has occurred within the
twelve months preceding the reporting date, no report need be transmitted). The
Trustee also shall comply with Trust Indenture Act Section 313(b)(2). The
Trustee shall also transmit by mail all reports as required by Trust Indenture
Act Section 313(c).

          A copy of each report at the time of its mailing to the Holders of
Notes shall be mailed to the Issuer and filed with the SEC and each stock
exchange on which the Notes are listed in accordance with Trust Indenture Act
Section 313(d). The Issuer shall promptly notify the Trustee when the Notes are
listed on any stock exchange.

Section 7.07 Compensation and Indemnity.

          The Issuer shall pay to the Trustee from time to time such
compensation for its acceptance of this Indenture and services hereunder as the
parties shall agree in writing from time to time. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Issuer shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel.

          The Issuer and the Guarantors, jointly and severally, shall indemnify
the Trustee for, and hold the Trustee harmless against, any and all loss,
damage, claims, liability or expense (including attorneys' fees) incurred by it
in connection with the acceptance or administration of this trust and the
performance of its duties hereunder (including the costs and expenses of
enforcing this Indenture against the Issuer or any of the Guarantors (including
this Section 7.07) or defending itself against any claim whether asserted by any
Holder, the Issuer or any Guarantor, or liability in connective with the
acceptance, exercise or performance of any of its powers or duties hereunder).
The Trustee shall notify the Issuer in writing promptly of any claim for which
it may seek indemnity. Failure by the Trustee to so notify the Issuer shall not
relieve the Issuer of its obligations hereunder. The Issuer shall defend the
claim and the Trustee may have separate counsel and the Issuer shall pay the
fees and expenses of such counsel. The Issuer need not (x) pay for any
settlement made without its written consent, which shall not be unreasonably
withheld, or (y) reimburse any expense or indemnify against any of the foregoing
loss, liability, damage, claim or expense incurred by the Trustee through the
Trustee's own willful misconduct, negligence or bad faith.

          The obligations of the Issuer under this Section 7.07 shall survive
the satisfaction and discharge of this Indenture or the earlier resignation or
removal of the Trustee.


                                      -74-



          To secure the payment obligations of the Issuer and the Guarantors in
this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money
or property held or collected by the Trustee, except that held in trust to pay
principal and interest on particular Notes. Such Lien shall survive the
satisfaction and discharge of this Indenture.

          When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(a)(vi) or (vii) hereof occurs, the expenses
and the compensation for the services (including the reasonable fees and
expenses of its agents and counsel) are intended to constitute expenses of
administration under any Bankruptcy Law.

          The Trustee shall comply with the provisions of Trust Indenture Act
Section 313(b)(2) to the extent applicable.

Section 7.08 Replacement of Trustee.

          A resignation or removal of the Trustee and appointment of a successor
Trustee shall become effective only upon the successor Trustee's acceptance of
appointment as provided in this Section 7.08. The Trustee may resign in writing
at any time and be discharged from the trust hereby created by so notifying the
Issuer. The Holders of a majority in principal amount of the then outstanding
Notes may remove the Trustee by so notifying the Trustee and the Issuer in
writing. The Issuer may remove the Trustee if:

          (a) the Trustee fails to comply with Section 7.10 hereof;

          (b) the Trustee is adjudged a bankrupt or an insolvent or an order for
     relief is entered with respect to the Trustee under any Bankruptcy Law;

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

          (d) the Trustee becomes incapable of acting as Trustee hereunder or
     with respect to the Notes.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Issuer shall promptly appoint a successor
Trustee. Within one year after the successor Trustee takes office, the Holders
of a majority in principal amount of the then outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Issuer.

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

          If the Trustee, after written request by any Holder who has been a
Holder for at least six months, fails to comply with Section 7.10 hereof, such
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Issuer. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders. The retiring Trustee shall promptly transfer all property
held by it as Trustee to the successor Trustee and execute and deliver


                                      -75-



an instrument transferring to such successor Trustee all the rights, powers and
trusts of the retiring Trustee; provided all sums owing to the Trustee hereunder
have been paid and subject to the Lien provided for in Section 7.07 hereof.
Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the
Issuer's obligations under Section 7.07 hereof shall continue for the benefit of
the retiring Trustee.

Section 7.09 Successor Trustee by Merger, etc.

          If the Trustee consolidates, merges or converts into, or transfers all
or substantially all of its corporate trust business to, another corporation,
the successor corporation without any further act shall be the successor
Trustee; provided, however, that such Person shall be otherwise qualified and
eligible under Article Seven hereof.

Section 7.10 Eligibility; Disqualification.

          There shall at all times be a Trustee hereunder that is a corporation
organized and doing business under the laws of the United States of America or
of any state thereof that is authorized under such laws to exercise corporate
trustee power, that is subject to supervision or examination by federal or state
authorities and that has a combined capital and surplus of at least $150,000,000
as set forth in its most recent published annual report of condition.

          This Indenture shall always have a Trustee who satisfies the
requirements of Trust Indenture Act Sections 310(a)(1), (2) and (5). The Trustee
is subject to Trust Indenture Act Section 310(b).

Section 7.11 Preferential Collection of Claims Against Issuer.

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

                                    ARTICLE 8

                    LEGAL DEFEASANCE AND COVENANT DEFEASANCE

Section 8.01 Option to Effect Legal Defeasance or Covenant Defeasance.

          The Issuer may, at its option and at any time, elect to have either
Section 8.02 or 8.03 hereof applied to all outstanding Notes and all obligations
of the Guarantors upon compliance with the conditions set forth below in this
Article 8.

Section 8.02 Legal Defeasance and Discharge.

          Upon the Issuer's exercise under Section 8.01 hereof of the option
applicable to this Section 8.02, the Issuer and the Guarantors shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed
to have been discharged from their obligations with respect to all outstanding
Notes and Guarantees on the date the conditions set forth below are satisfied
("Legal Defeasance"). For this purpose, Legal Defeasance means that the Issuer
and the Guarantors shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes (including, the Guarantees),
which shall thereafter be deemed to be "outstanding" only for the purposes of
Section 8.05 hereof and the other Sections of this Indenture referred to in (a)
and (b) below, and to have


                                      -76-



satisfied all their other obligations under such Notes, the Guarantees and this
Indenture (and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging the same), except for the following
provisions which shall survive until otherwise terminated or discharged
hereunder:

          (a) the rights of Holders of outstanding Notes to receive payments in
     respect of the principal of, premium, if any, and interest on such Notes
     when such payments are due solely out of the trust created pursuant to this
     Indenture referred to in Section 8.04 hereof;

          (b) the Issuer's obligations with respect to Notes concerning issuing
     temporary Notes, registration of such Notes, mutilated, destroyed, lost or
     stolen 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 Issuer's obligations in connection therewith; and

          (d) this Section 8.02.

          If the Issuer exercises the Legal Defeasance option, payment of the
Notes may not be accelerated because of an Event of Default with respect to the
Notes (other than an Event of Default specified in Section 6.01(a)(i), (ii),
(vi) or (vii)). Subject to compliance with this Article 8, the Issuer may
exercise its option under this Section 8.02 notwithstanding the prior exercise
of its option under Section 8.03 hereof.

Section 8.03 Covenant Defeasance.

          Upon the Issuer's exercise under Section 8.01 hereof of the option
applicable to this Section 8.03, the Issuer and the Guarantors shall, subject to
the satisfaction of the conditions set forth in Section 8.04 hereof, be released
from their obligations under the covenants contained in Sections 4.03 through
4.18 hereof and Section 5.01(a)(iv) and (b) hereof with respect to the
outstanding Notes on and after the date the conditions set forth in Section 8.04
hereof are satisfied ("Covenant Defeasance"), and the Notes shall thereafter be
deemed not "outstanding" for the purposes of any direction, waiver, consent or
declaration or act of Holders (and the consequences of any thereof) in
connection with such covenants, but shall continue to be deemed "outstanding"
for all other purposes hereunder (it being understood that such Notes shall not
be deemed outstanding for accounting purposes). For this purpose, Covenant
Defeasance means that, with respect to the outstanding Notes and the Guarantees,
the Issuer and the Guarantor may omit to comply with and shall have no liability
in respect of any term, condition or limitation set forth in any such covenant,
whether directly or indirectly, by reason of any reference elsewhere herein to
any such covenant or by reason of any reference in any such covenant to any
other provision herein or in any other document and such omission to comply
shall not constitute a Default or an Event of Default under Section 6.01 hereof,
but, except as specified above, the remainder of this Indenture and such Notes
and Guarantees shall be unaffected thereby. In addition, upon the Issuer's
exercise under Section 8.01 hereof of the option applicable to this Section 8.03
hereof, subject to the satisfaction of the conditions set forth in Section 8.04
hereof, Sections 6.01(iii), 6.01(iv), 6.01(v), 6.01(vi) (solely with respect to
Restricted Subsidiaries that are Significant Subsidiaries), 6.01(vii) (solely
with respect to Restricted Subsidiaries that are Significant Subsidiaries) and
6.01(viii) shall not constitute Events of Default.


                                      -77-



Section 8.04 Conditions to Legal or Covenant Defeasance.

          The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

          In order to exercise either Legal Defeasance or Covenant Defeasance
with respect to the Notes:

          (i) the Issuer shall irrevocably deposit with the Trustee, in trust,
     for the benefit of the Holders of the Notes, cash in U.S. dollars,
     noncallable Government Securities, or a combination thereof, in such
     amounts as will be sufficient, in the opinion of a nationally recognized
     firm of independent investment bank, appraisal firms or public accountants,
     to pay the principal of, premium, if any, and interest and Additional
     Interest, if any, on the outstanding Notes on the stated maturity or on the
     applicable redemption date, as the case may be, and the Issuer must specify
     whether the Notes are being defeased to maturity or to a particular
     redemption date;

          (ii) in the case of Legal Defeasance, the Issuer shall have delivered
     to the Trustee an opinion of counsel in the United States reasonably
     acceptable to the Trustee confirming that (A) the Issuer has received from,
     or there has been published by, the Internal Revenue Service a ruling or
     (B) since the date of this Indenture, there has been a change in the
     applicable federal income tax law, in either case to the effect that, and
     based thereon such opinion of counsel shall confirm that, the Holders of
     the outstanding 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 Issuer 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 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 this Indenture) to which the Issuer or
     any of its Subsidiaries is a party or by which the Issuer or any of its
     Subsidiaries is bound;

          (vi) the Issuer must deliver to the Trustee an Officer's Certificate
     stating that the deposit was not made by the Issuer with the intent of
     preferring the Holders of Notes over the other creditors of the Issuer with
     the intent of defeating, hindering, delaying or defrauding creditors of the
     Issuer or others; and

          (vii) the Issuer 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.


                                      -78-



Section 8.05 Deposited Money and Government Securities to Be Held in Trust;
             Other Miscellaneous Provisions.

          Subject to Section 8.06 hereof, all money and Government Securities
(including the proceeds thereof) deposited with the Trustee (or other qualifying
trustee, collectively for purposes of this Section 8.05, the "Trustee") pursuant
to Section 8.04 hereof in respect of the outstanding Notes shall be held in
trust and applied by the Trustee, in accordance with the provisions of such
Notes and this Indenture, to the payment, either directly or through any Paying
Agent (including the Issuer or a Guarantor acting as Paying Agent) as the
Trustee may determine, to the Holders of such Notes of all sums due and to
become due thereon in respect of principal, premium and Additional Interest, if
any, and interest, but such money need not be segregated from other funds except
to the extent required by law.

          The Issuer shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the cash or Government Securities
deposited pursuant to Section 8.04 hereof or the principal and interest received
in respect thereof other than any such tax, fee or other charge which by law is
for the account of the Holders of the outstanding Notes.

          Anything in this Article 8 to the contrary notwithstanding, the
Trustee shall deliver or pay to the Issuer from time to time upon the request of
the Issuer any money or Government Securities held by it as provided in Section
8.04 hereof which, in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof delivered to the
Trustee (which may be the opinion delivered under Section 8.04(a) hereof), are
in excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

Section 8.06 Repayment to Issuer.

          The Trustee shall promptly, and in any event, no later than three
Business Days, pay to the Issuer after request therefor, any excess money or
Government Securities held with respect to the Notes at such time in excess of
amounts required to pay any of the Issuer's Obligations then owing with respect
to the Notes. Any money deposited with the Trustee or any Paying Agent, or then
held by the Issuer, in trust for the payment of the principal of, premium and
Additional Interest, if any, or interest on any Note and remaining unclaimed for
two years after such principal, and premium and Additional Interest, if any, or
interest has become due and payable shall be paid to the Issuer on its request
or (if then held by the Issuer) shall be discharged from such trust; and the
Holder of such Note shall thereafter look only to the Issuer for payment
thereof, and all liability of the Trustee or such Paying Agent with respect to
such trust money, and all liability of the Issuer as trustee thereof, shall
thereupon cease.

Section 8.07 Reinstatement.

          If the Trustee or Paying Agent is unable to apply any United States
dollars or Government Securities in accordance with Section 8.02 or 8.03 hereof,
as the case may be, by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, then the Issuer's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is
permitted to apply all such money in accordance with Section 8.02 or 8.03
hereof, as the case may be; provided that, if the Issuer makes any payment of
principal of, premium and Additional Interest, if any, or interest on any Note
following the reinstatement of its obligations, the Issuer shall be subrogated
to the rights of the Holders of such Notes to receive such payment from the
money held by the Trustee or Paying Agent.


                                      -79-



                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01 Without Consent of Holders of Notes.

          Notwithstanding Section 9.02 hereof, the Issuer, any Guarantor (with
respect to a Guarantee or this Indenture) and the Trustee may amend or
supplement this Indenture and any Guarantee or the Notes or other agreements or
instruments entered into by the Issuer in connection with this Indenture without
the consent of any Holder:

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

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

          (3) to provide for the assumption of the Issuer's obligations to
     Holders of Notes in the case of a merger or consolidation or sale of all or
     substantially all of the Issuer's assets;

          (4) to make any change that would provide any additional rights or
     benefits to the Holders of Notes or that does not adversely affect the
     legal rights under this Indenture of any such Holder;

          (5) to comply with requirements of the SEC in order to effect or
     maintain the qualification of this Indenture under the Trust Indenture Act;

          (6) to conform the text of this Indenture, the Subsidiary Guarantees
     or the Notes to any provision of the "Description of Notes" to the extent
     that such provision in the "Description of Notes" was intended to be a
     verbatim recitation of a provision of this Indenture, the Subsidiary
     Guarantees or the Notes;

          (7) to provide for the issuance of Additional Notes in accordance with
     the limitations set forth in this Indenture;

          (8) to allow any Guarantor to execute a supplemental indenture and/or
     a Subsidiary Guarantee with respect to the Notes;

          (9) to comply with the rules of any applicable securities depository;
     and

          (10) to add a co-issuer or co-obligor of the Notes.

          Upon the request of the Issuer accompanied by a resolution of its
board of directors authorizing the execution of any such amended or supplemental
indenture, and upon receipt by the Trustee of the documents described in Section
9.06 hereof, the Trustee shall join with the Issuer and the Guarantors in the
execution of any amended or supplemental indenture authorized or permitted by
the terms of this Indenture and to make any further appropriate agreements and
stipulations that may be therein contained, but the Trustee shall not be
obligated to enter into such amended or supplemental indenture that affects its
own rights, duties or immunities under this Indenture or otherwise.


                                      -80-



Section 9.02 With Consent of Holders of Notes.

          Except as provided below in this Section 9.02, the Issuer and the
Trustee may amend or supplement this Indenture, the Notes, the Guarantees or the
Notes or other agreements or instruments entered into by the Issuer in
connection with this Indenture with the consent of the Holders of at least a
majority in principal amount of the Notes then outstanding voting as a single
class (including, without limitation, consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes), and, subject to
Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or
compliance with any provision of this Indenture, the Guarantees or the Notes may
be waived with the consent of the Holders of a majority in principal amount of
the then outstanding Notes voting as a single class (including consents obtained
in connection with a tender offer or exchange offer for, or purchase of, the
Notes). Section 2.08 hereof and Section 2.09 hereof shall determine which Notes
are considered to be "outstanding" for the purposes of this Section 9.02.

          Upon the request of the Issuer accompanied by a resolution of its
board of directors authorizing the execution of any such amended or supplemental
indenture, and upon the filing with the Trustee of evidence satisfactory to the
Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by
the Trustee of the documents described in Section 9.06 hereof, the Trustee shall
join with the Issuer and the Guarantors in the execution of such amended or
supplemental indenture unless such amended or supplemental indenture directly
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise, in which case the Trustee may in its discretion, but shall not be
obligated to, enter into such amended or supplemental indenture.

          It shall not be necessary for the consent of the Holders of Notes
under this Section 9.02 to approve the particular form of any proposed
amendment, consent, supplement or waiver, but it shall be sufficient if such
consent approves the substance thereof.

          After an amendment, supplement or waiver under this Section 9.02
becomes effective, the Issuer shall (or cause the Trustee,at the expense of and
at the request of the Issuer, to) mail to the Holders of Notes affected thereby
a notice briefly describing the amendment, supplement or waiver. Any failure of
the Issuer to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amended or supplemental
indenture or waiver.

          Without the consent of each affected Holder of Notes, an amendment,
consent, supplement or waiver under this Section 9.02 may not (with respect to
any Notes held by a non-consenting Holder):

          (i) reduce the principal amount of Notes whose Holders must consent to
     an amendment, supplement or waiver;

          (ii) reduce the principal of or change the fixed maturity of any Note
     or alter the provisions with respect to the redemption of the Notes;

          (iii) reduce the rate of or change the time for payment of interest on
     any Note;

          (iv) waive a Default or Event of Default in the payment of principal
     of or premium, if any, or interest on the Notes (except a rescission of
     acceleration of the Notes by the Holders of at least a majority in
     aggregate principal amount of the Notes and a waiver of the payment default
     that resulted from such acceleration);

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


                                      -81-



          (vi) make any change in the provisions of this Indenture relating to
     waivers of past Defaults or the rights of Holders of Notes to receive
     payments of principal of or premium, if any, or interest on the Notes;

          (vii) after the Issuer's obligation to purchase Notes arises under
     this Indenture, amend, change or modify in any material respect the
     obligation of the Issuer to make and consummate a Change of Control Offer
     in the event of a Change of Control or make and consummate an Asset Sale
     Offer with respect to any Asset Sale that has been consummated or modify
     any of the provisions or definitions with respect thereto;

          (viii) modify or change any provision of this Indenture in any manner
     which subordinates the Notes in right of payment to any other Indebtedness
     of the Issuer or which subordinates any Guarantee in right of payment to
     any other Indebtedness of the Guarantor, in each case in a manner that
     adversely affects the Holders in any material respect; provided that
     subordination shall not be affected by the existence or lack thereof of a
     security interest or by priority with respect to a security interest

          (ix) release any Guarantor that is a Significant Subsidiary from any
     of its obligations under its Guarantee or this Indenture otherwise than in
     accordance with the terms of this Indenture; or

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

Section 9.03 Compliance with Trust Indenture Act.

          Every amendment or supplement to this Indenture or the Notes shall be
set forth in an amended or supplemental indenture that complies with the Trust
Indenture Act as then in effect.

Section 9.04 Revocation and Effect of Consents.

          Until an amendment, supplement or waiver becomes effective, a consent
to it by a Holder of a Note is a continuing consent by the Holder of a Note and
every subsequent Holder of a Note or portion of a Note that evidences the same
debt as the consenting Holder's Note, even if notation of the consent is not
made on any Note. However, any such Holder of a Note or subsequent Holder of a
Note may revoke the consent as to its Note if the Trustee receives written
notice of revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

          The Issuer may, but shall not be obligated to, fix a record date for
the purpose of determining the Holders entitled to consent to any amendment,
supplement, or waiver. If a record date is fixed, then, notwithstanding the
preceding paragraph, those Persons who were Holders at such record date (or
their duly designated proxies), and only such Persons, shall be entitled to
consent to such amendment, supplement, or waiver or to revoke any consent
previously given, whether or not such Persons continue to be Holders after such
record date. No such consent shall be valid or effective for more than 120 days
after such record date unless the consent of the requisite number of Holders has
been obtained.

Section 9.05 Notation on or Exchange of Notes.

          The Trustee may place an appropriate notation about an amendment,
supplement or waiver on any Note thereafter authenticated. The Issuer in
exchange for all Notes may issue and the


                                      -82-



Trustee shall, upon receipt of an Authentication Order, authenticate new Notes
that reflect the amendment, supplement or waiver.

          Failure to make the appropriate notation or issue a new Note shall not
affect the validity and effect of such amendment, supplement or waiver.

Section 9.06 Trustee to Sign Amendments, etc.

          The Trustee shall sign any amendment, supplement or waiver authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Issuer
may not sign an amendment, supplement or waiver until the board of directors
approves it. In executing any amendment, supplement or waiver, the Trustee shall
be entitled to receive and (subject to Section 7.01 hereof) shall be fully
protected in relying upon, in addition to the documents required by Section
12.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that
the execution of such amended or supplemental indenture is authorized or
permitted by this Indenture and that such amendment, supplement or waiver is the
legal, valid and binding obligation of the Issuer and any Guarantors party
thereto, enforceable against them in accordance with its terms, subject to
customary exceptions, and complies with the provisions hereof (including Section
9.03).

                                   ARTICLE 10

                                   GUARANTEES

Section 10.01 Guarantee.

          Subject to this Article 10, from and after the consummation of the
Acquisition, each of the Guarantors hereby, jointly and severally,
unconditionally guarantees to each Holder of a Note authenticated and delivered
by the Trustee and to the Trustee and its successors and assigns, irrespective
of the validity and enforceability of this Indenture, the Notes or the
obligations of the Issuer hereunder or thereunder, that: (a) the principal of,
interest, premium and Additional Interest, if any, on the Notes shall be
promptly paid in full when due, whether at maturity, by acceleration, redemption
or otherwise, and interest on the overdue principal of and interest on the
Notes, if any, if lawful, and all other obligations of the Issuer to the Holders
or the Trustee hereunder or thereunder shall be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (b) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same shall be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise. Failing payment when due of any amount
so guaranteed or any performance so guaranteed for whatever reason, the
Guarantors shall be jointly and severally obligated to pay the same immediately.
Each Guarantor agrees that this is a guarantee of payment and not a guarantee of
collection.

          The Guarantors hereby agree that their obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Issuer, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a guarantor. Each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Issuer, any right to require a
proceeding first against the Issuer, protest, notice and all demands whatsoever
and covenants that this Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.


                                      -83-



          Each Guarantor also agrees to pay any and all costs and expenses
(including reasonable attorneys' fees) incurred by the Trustee or any Holder in
enforcing any rights under this Section 10.01.

          If any Holder or the Trustee is required by any court or otherwise to
return to the Issuer, the Guarantors or any custodian, trustee, liquidator or
other similar official acting in relation to either the Issuer or the
Guarantors, any amount paid either to the Trustee or such Holder, this
Guarantee, to the extent theretofore discharged, shall be reinstated in full
force and effect.

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby. Each
Guarantor further agrees that, as between the Guarantors, on the one hand, and
the Holders and the Trustee, on the other hand, (x) the maturity of the
obligations guaranteed hereby may be accelerated as provided in Article 6 hereof
for the purposes of this Guarantee, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (y) in the event of any declaration of acceleration of
such obligations as provided in Article 6 hereof, such obligations (whether or
not due and payable) shall forthwith become due and payable by the Guarantors
for the purpose of this Guarantee. The Guarantors shall have the right to seek
contribution from any non-paying Guarantor so long as the exercise of such right
does not impair the rights of the Holders under the Guarantees.

          Each Guarantee shall remain in full force and effect and continue to
be effective should any petition be filed by or against the Issuer for
liquidation, reorganization, should the Issuer become insolvent or make an
assignment for the benefit of creditors or should a receiver or trustee be
appointed for all or any significant part of the Issuer's assets, and shall, to
the fullest extent permitted by law, continue to be effective or be reinstated,
as the case may be, if at any time payment and performance of the Notes are,
pursuant to applicable law, rescinded or reduced in amount, or must otherwise be
restored or returned by any obligee on the Notes or Guarantees, whether as a
"voidable preference," "fraudulent transfer" or otherwise, all as though such
payment or performance had not been made. In the event that any payment or any
part thereof, is rescinded, reduced, restored or returned, the Notes shall, to
the fullest extent permitted by law, be reinstated and deemed reduced only by
such amount paid and not so rescinded, reduced, restored or returned.

          In case any provision of any Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

          The Guarantee issued by any Guarantor shall be a general unsecured
senior obligation of such Guarantor and shall be pari passu in right of payment
with all existing and future Senior Indebtedness of such Guarantor, if any.

          Each payment to be made by a Guarantor in respect of its Guarantee
shall be made without set-off, counterclaim, reduction or diminution of any kind
or nature.

Section 10.02 Limitation on Guarantor Liability.

          Each Guarantor, and by its acceptance of Notes, each Holder, hereby
confirms that it is the intention of all such parties that the Guarantee of such
Guarantor not constitute a fraudulent transfer or conveyance for purposes of
Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law to the extent applicable to any
Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and
the Guarantors hereby irrevocably agree that the obligations of each Guarantor
shall be limited to the maximum amount as will, after giving effect


                                      -84-



to such maximum amount and all other contingent and fixed liabilities of such
Guarantor that are relevant under such laws and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under this Article 10, result in the obligations of such Guarantor
under its Guarantee not constituting a fraudulent conveyance or fraudulent
transfer under applicable law. Each Guarantor that makes a payment under its
Guarantee shall be entitled upon payment in full of all guaranteed obligations
under this Indenture to a contribution from each other Guarantor in an amount
equal to such other Guarantor's pro rata portion of such payment based on the
respective net assets of all the Guarantors at the time of such payment
determined in accordance with GAAP.

Section 10.03 Execution and Delivery.

          To evidence its Subsidiary Guarantee set forth in Section 10.01, each
Guarantor hereby agrees that a notation of such Subsidiary Guarantee
substantially in the form included in Exhibit D shall be endorsed by an Officer
of such Guarantor on each Note authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of such Guarantor by its
President or one of its Vice Presidents.

          Each Guarantor hereby agrees that its Guarantee set forth in Section
10.01 hereof shall remain in full force and effect notwithstanding the absence
of the endorsement of any notation of such Guarantee on the Notes.

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

          The delivery of any Note by the Trustee, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee set forth in
this Indenture on behalf of the Guarantors.

          If required by Section 4.15 hereof, the Issuer shall cause any newly
created or acquired Restricted Subsidiary to comply with the provisions of
Section 4.15 hereof and this Article 10, to the extent applicable.

Section 10.04 Subrogation.

          Each Guarantor shall be subrogated to all rights of Holders of Notes
against the Issuer in respect of any amounts paid by any Guarantor pursuant to
the provisions of Section 10.01 hereof; provided that, if an Event of Default
has occurred and is continuing, no Guarantor shall be entitled to enforce or
receive any payments arising out of, or based upon, such right of subrogation
until all amounts then due and payable by the Issuer under this Indenture or the
Notes shall have been paid in full.

Section 10.05 Benefits Acknowledged.

          Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the guarantee and waivers made by it pursuant to its Guarantee are knowingly
made in contemplation of such benefits.

Section 10.06 Release of Guarantees.

          (a) A Guarantee by a Guarantor shall be automatically and
unconditionally released and discharged, and no further action by such
Guarantor, the Issuer or the Trustee is required for the release of such
Guarantor's Guarantee:


                                      -85-



          (1) if (a) all of the Capital Interests issued by such Guarantor or
     all or substantially all of the assets of such Guarantor are sold or
     otherwise disposed of (including by way of merger or consolidation) to a
     Person other than the Issuer or any of its Restricted Subsidiaries or (b)
     such Guarantor ceases to be a Restricted Subsidiary, and in each case of
     (a) and (b) the Issuer otherwise complies, to the extent applicable, with
     Section 4.10; or

          (2) if the Issuer designates such Guarantor as an Unrestricted
     Subsidiary in accordance with Section 4.07; or

          (3) if the Issuer exercises its legal defeasance option or covenant
     defeasance pursuant to Section 8.01;

such Guarantor delivering to the Trustee an Officer's Certificate and an Opinion
of Counsel, each stating that all conditions precedent provided for in this
Indenture relating to such transaction have been complied with in all material
respects.

          (b) At the request and at the expense of the Issuer, the Trustee shall
execute and deliver any instrument evidencing such release.

                                   ARTICLE 11

                           SATISFACTION AND DISCHARGE

Section 11.01 Satisfaction and Discharge.This Indenture shall be discharged and
shall cease to be of further effect (except as to surviving rights of
registration of transfer or exchange of the Notes, as expressly provided for
herein) as to all outstanding Notes, when either:

          (1) either

               (a) all the Notes theretofore authenticated and delivered (except
          lost, stolen or destroyed Notes which have been replaced or paid and
          Notes for whose payment money has theretofore been deposited in trust
          or segregated and held in trust by the Issuer and thereafter repaid to
          the Issuer or discharged from such trust) have been delivered to the
          Trustee for cancellation; or

               (b) all Notes not theretofore delivered to the Trustee for
          cancellation (1) have become due and payable or (2) will become due
          and payable within one year, or are to be called for redemption within
          one year, under arrangements reasonable satisfactory to the Trustee
          for the giving of notice of redemption by the Trustee in the name, and
          at the expense, of the Issuer, and the Issuer has irrevocably
          deposited or caused to be deposited with the Trustee funds in an
          amount sufficient to pay and discharge the entire Indebtedness on the
          Notes not theretofore delivered to the Trustee for cancellation, for
          principal of, premium, if any, and interest on the Notes to the date
          of deposit together with irrevocable instructions from the Issuer
          directing the Trustee to apply such funds to the payment thereof at
          maturity or redemption, as the case may be;

          (2) the Issuer has paid all other sums payable under this Indenture by
     the Issuer; and

          (3) the Issuer has delivered to the Trustee an Officer's Certificate
     and an opinion of counsel stating that all conditions precedent under this
     Indenture relating to the satisfaction and discharge of this Indenture have
     been complied with.


                                      -86-



          Notwithstanding the satisfaction and discharge of this Indenture, if
money shall have been deposited with the Trustee pursuant to subclause (b) of
clause (1) of this Section 11.01, the provisions of Section 11.02 and Section
8.06 hereof shall survive.

Section 11.02 Application of Trust Money.

          Subject to the provisions of Section 8.06 hereof, all money deposited
with the Trustee pursuant to Section 11.01 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Issuer acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal (and premium and
Additional Interest, if any) and interest for whose payment such money has been
deposited with the Trustee; but such money need not be segregated from other
funds except to the extent required by law.

          If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 11.01 hereof by reason of any
legal proceeding or by reason of any order or judgment of any court or
governmental authority enjoining, restraining or otherwise prohibiting such
application, the Issuer's and any Guarantor's obligations under this Indenture
and the Notes shall be revived and reinstated as though no deposit had occurred
pursuant to Section 11.01 hereof; provided that if the Issuer has made any
payment of principal of, premium and Additional Interest, if any, or interest on
any Notes because of the reinstatement of its obligations, the Issuer shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.

                                   ARTICLE 12

                                  MISCELLANEOUS

Section 12.01 Trust Indenture Act Controls.

          If any provision of this Indenture limits, qualifies or conflicts with
the duties imposed by Trust Indenture Act Section 318(c), the imposed duties
shall control.

Section 12.02 Notices.

          Any notice or communication by the Issuer, any Guarantor or the
Trustee to the others is duly given if in writing and delivered in person or
mailed by first-class mail (registered or certified, return receipt requested),
fax or overnight air courier guaranteeing next day delivery, to the others'
address:

          If to the Issuer and/or any Guarantor:

          The Restaurant Company
          6075 Poplar Avenue Suite 900
          Memphis, TN 38119
          Attention: Chief Financial Officer


                                      -87-



          with a copy to:

          Castle Harlan, Inc.
          150 East 58th Street
          New York, New York 10155
          Attn: William Pruellage

          with a copy to:

          Schulte Roth & Zabel LLP
          919 Third Avenue
          New York, New York 10022
          Attention: Michael R. Littenberg, Esq.

          If to the Trustee:

          The Bank of New York
          101 Barclay Street, Floor 8W
          New York, New York 10286
          Fax No.: (212) 815-5704
          Attention: Corporate Trust Administration

          The Issuer, any Guarantor or the Trustee, by notice to the others, may
designate additional or different addresses for subsequent notices or
communications.

          All notices and communications (other than those sent to Holders)
shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five calendar days after being deposited in the mail,
postage prepaid, if mailed by first-class mail; when receipt acknowledged, if
faxed; and the next Business Day after timely delivery to the courier, if sent
by overnight air courier guaranteeing next day delivery.

          Any notice or communication to a Holder shall be mailed by first-class
mail, certified or registered, return receipt requested, or by overnight air
courier guaranteeing next day delivery to its address shown on the register kept
by the Registrar. Any notice or communication shall also be so mailed to any
Person described in Trust Indenture Act Section 313(c), to the extent required
by the Trust Indenture Act. Failure to mail a notice or communication to a
Holder or any defect in it shall not affect its sufficiency with respect to
other Holders.

          If a notice or communication is mailed in the manner provided above
within the time prescribed, it is duly given, whether or not the addressee
receives it.

          If the Issuer mails a notice or communication to Holders, it shall
mail a copy to the Trustee and each Agent at the same time.

          Where this Indenture provides for notice in any manner, such notice
may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Holders shall be filed with the Trustee, but such
filing shall not be a condition precedent to the validity of any action taken in
reliance on such waiver.


                                      -88-



          In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to give such notice by mail,
then such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 12.03 Communication by Holders of Notes with Other Holders of Notes.

          Holders may communicate pursuant to Trust Indenture Act Section 312(b)
with other Holders with respect to their rights under this Indenture or the
Notes. The Issuer, the Trustee, the Registrar and anyone else shall have the
protection of Trust Indenture Act Section 312(c).

Section 12.04 Certificate and Opinion as to Conditions Precedent.

          Upon any request or application by the Issuer or any of the Guarantors
to the Trustee to take any action under this Indenture, the Issuer or such
Guarantor, as the case may be, shall furnish to the Trustee:

          (a) An Officer's Certificate in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of the signers, all
     conditions precedent and covenants, if any, provided for in this Indenture
     relating to the proposed action have been satisfied; and

          (b) An Opinion of Counsel in form and substance reasonably
     satisfactory to the Trustee (which shall include the statements set forth
     in Section 12.05 hereof) stating that, in the opinion of such counsel, all
     such conditions precedent and covenants have been satisfied.

          Notwithstanding the foregoing, no such Opinion shall be given with
respect to the delivery of the initial Notes.

Section 12.05 Statements Required in Certificate or Opinion.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture (other than a certificate
provided pursuant to Section 4.04 hereof or Trust Indenture Act Section
314(a)(4)) shall comply with the provisions of Trust Indenture Act Section
314(e) and shall include:

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

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

          (c) a statement that, in the opinion of such Person, he or she has
     made such examination or investigation as is necessary to enable him to
     express an informed opinion as to whether or not such covenant or condition
     has been complied with (and, in the case of an Opinion of Counsel, may be
     limited to reliance on an Officer's Certificate as to matters of fact); and

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


                                      -89-



Section 12.06 Rules by Trustee and Agents.

          The Trustee may make reasonable rules for action by or at a meeting of
Holders. The Registrar, Paying Agent or Calculation Agent may make reasonable
rules and set reasonable requirements for its functions.

Section 12.07 No Personal Liability of Directors, Officers, Employees and
              Stockholders.

          No past, future or present director, officer, employee, partner,
manager, agent, member (or Person forming any limited liability company),
incorporator or stockholder of the Issuer or any Guarantor, as such, shall have
any liability for any obligations of the Issuer or any Guarantor under the
Notes, the Guarantees or this Indenture, the Guarantees or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note and Guarantee waives and releases all such
liability. The waiver and release are part of the consideration for issuance of
the Notes and Guarantee.

Section 12.08 Governing Law.

          THIS INDENTURE, THE NOTES AND ANY GUARANTEE WILL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 12.09 Waiver of Jury Trial.

          EACH OF THE ISSUER, THE GUARANTORS AND THE TRUSTEE HEREBY IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 12.10 Force Majeure.

          In no event shall the Trustee be responsible or liable for any failure
or delay in the performance of its obligations under this Indenture arising out
of or caused by, directly or indirectly, forces beyond its reasonable control,
including without limitation strikes, work stoppages, accidents, acts of war or
terrorism, civil or military disturbances, nuclear or natural catastrophes or
acts of God, and interruptions, loss or malfunctions of utilities,
communications or computer (software or hardware) services.

Section 12.11 No Adverse Interpretation of Other Agreements.

          This Indenture may not be used to interpret any other indenture, loan
or debt agreement of the Issuer or its Restricted Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture.

Section 12.12 Successors.

          All agreements of the Issuer in this Indenture and the Notes shall
bind its successors. All agreements of the Trustee in this Indenture shall bind
its successors. All agreements of each Guarantor in this Indenture shall bind
its successors, except as otherwise provided in Section 10.05 hereof.


                                      -90-



Section 12.13 Severability.

          In case any provision in this Indenture or in the Notes shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of
the remaining provisions shall not in any way be affected or impaired thereby.

Section 12.14 Counterpart Originals.

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

Section 12.15 Table of Contents, Headings, etc.

          The Table of Contents, Cross-Reference Table and headings of the
Articles and Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part of this Indenture and shall in
no way modify or restrict any of the terms or provisions hereof.

Section 12.16 Qualification of Indenture.

          The Issuer and the Guarantors shall qualify this Indenture under the
Trust Indenture Act in accordance with the terms and conditions of the
Registration Rights Agreement and shall pay all reasonable costs and expenses
(including reasonable attorneys' fees and expenses for the Issuer, the
Guarantors and the Trustee) incurred in connection therewith, including, but not
limited to, costs and expenses of qualification of this Indenture and the Notes
and printing this Indenture and the Notes. The Trustee shall be entitled to
receive from the Issuer and the Guarantors any such Officer's Certificates,
Opinions of Counsel or other documentation as it may reasonably request in
connection with any such qualification of this Indenture under the Trust
Indenture Act.

                         [Signatures on following pages]


                                      -91-



                                        TRC FINANCE, INC.


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


                                        THE RESTAURANT COMPANY


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


                                        [Insert Guarantors]


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



                                        THE BANK OF NEW YORK,
                                           as Trustee


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



                                                                       EXHIBIT A

                                 [Face of Note]

          [Insert the Global Note Legend, if applicable pursuant to the
provisions of the Indenture]

          [Insert the Private Placement Legend, if applicable pursuant to the
provisions of the Indenture]

          [Insert the Regulation S Temporary Global Note Legend, if applicable
pursuant to the provisions of the Indenture]


                                       A-1



                                                              CUSIP [__________]
                                                               ISIN [__________]

                     [[RULE 144A][REGULATION S] GLOBAL NOTE
                               representing up to
                                  $190,000,000
                            10% Senior Notes due 2013

No. ___                                                        [$______________]

                                TRC FINANCE, INC.

promises to pay to CEDE & CO. or registered assigns, the principal sum [set
forth on the Schedule of Exchanges of Interests in the Global Note attached
hereto] [of ________________________ United States Dollars] on October 1, 2013.

Interest Payment Dates: April 1 and October 1.

Record Dates: March 15 and September 15.


                                       A-2



          IN WITNESS HEREOF, the Issuer has caused this instrument to be duly
executed.

Dated: September 21, 2005

                                        TRC FINANCE, INC.


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


                                       A-3



This is one of the Notes referred to in the within-mentioned Indenture:

                                        THE BANK OF NEW YORK,
                                           as Trustee


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


                                       A-4



                                 [Back of Note]

                            10% Senior Notes due 2013

          Capitalized terms used herein shall have the meanings assigned to them
in the Indenture referred to below unless otherwise indicated.

          1. INTEREST. TRC Finance, Inc., a Delaware corporation, promises to
pay interest on the principal amount of this Note at 10% per annum from
September 21, 2005 until maturity and shall pay the Additional Interest, if any,
payable pursuant to the Registration Rights Agreement referred to below. Upon
consummation of the Transaction, The Restaurant Company will assume the
obligations of TRC Finance, Inc. under this Note. The Issuer will pay interest
and Additional Interest, if any, semi-annually in arrears on April 1 and October
1 of each year, or if any such day is not a Business Day, on the next succeeding
Business Day (each, an "Interest Payment Date"). Interest on the Notes will
accrue from the most recent date to which interest has been paid or, if no
interest has been paid, from the date of issuance; provided that if there is no
existing Default in the payment of interest, and if this Note is authenticated
between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; provided, further, that, the first Interest Payment Date shall be
April 1, 2006. The Issuer will pay interest (including post-petition interest in
any proceeding under Bankruptcy Law) on overdue principal and premium, if any,
from time to time on demand at the interest rate on the Notes; it shall pay
interest (including post-petition interest in any proceeding under Bankruptcy
Law) on overdue installments of interest and Additional Interest, if any
(without regard to any applicable grace periods), from time to time on demand at
the interest rate on the Notes to the extent lawful. Interest on the Notes will
be computed on the basis of a 360-day year comprised of twelve 30-day months.

          2. METHOD OF PAYMENT. The Issuer will pay interest on the Notes and
Additional Interest, if any, to the Persons who are registered Holders of Notes
at the close of business on the March 15 or September 15 (whether or not a
Business Day), as the case may be, next preceding the Interest Payment Date,
even if such Notes are canceled after such record date and on or before such
Interest Payment Date, except as provided in Section 2.12 of the Indenture with
respect to defaulted interest. Payment of interest and Additional Interest, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders; provided that payment by wire transfer of immediately
available funds will be required with respect to principal of and interest,
premium and Additional Interest, if any, on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Issuer or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

          3. PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the
Trustee under the Indenture, will act as Paying Agent and Registrar. The Issuer
may change any Paying Agent or Registrar without notice to the Holders. The
Issuer or any of its Subsidiaries may act in any such capacity.

          4. INDENTURE. The Issuer issued the Notes under an Indenture, dated as
of September 21, 2005 (the "Indenture"), among TRC Finance, Inc., The Restaurant
Company, the Guarantors named therein and the Trustee. This Note is one of a
duly authorized issue of notes of the Issuer designated as its 10% Senior Notes
due 2013. The Notes (including any Exchange Notes issued in exchange therefor)
issued under the Indenture (collectively referred to herein as the "Notes") are
separate series of Notes, but shall be treated as a single class of securities
under the Indenture, unless otherwise


                                       A-5



specified in the Indenture. The terms of the Notes include those stated in the
Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act"). The Notes are
subject to all such terms, and Holders are referred to the Indenture and such
Act for a statement of such terms. To the extent any provision of this Note
conflicts with the express provisions of the Indenture, the provisions of the
Indenture shall govern and be controlling. The Notes are unsecured obligations
of the Issuer. Subject to the conditions set forth in the Indenture, the Issuer
may issue Additional Notes. The Notes and any Additional Notes subsequently
issued under the Indenture will be treated as a single class for all purposes
under the Indenture, including, without limitation, waivers, amendments,
redemptions and offers to purchase. Interest on the Notes will accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from the date of original issuance.

          5. OPTIONAL REDEMPTION.

          (a) At any time prior to October 1, 2009, the Issuer may redeem all or
a part of the Notes, upon not less than 30 nor more than 60 days' prior notice
mailed by first-class mail to each Holder's registered address, at a redemption
price equal to 100% of the principal amount of notes redeemed plus the
Applicable Premium as of, and accrued and unpaid interest and Additional
Interest, if any, to the date of redemption, subject to the rights of the
Holders of Notes on the relevant record date to receive interest due on the
relevant interest payment date. The Issuer is not prohibited by the terms of the
Indenture from acquiring the Notes by means other than redemption, whether
pursuant to an issuer tender offer, in open market transactions, or otherwise,
assuming such acquisition does not otherwise violate the terms of the Indenture.

          (b) At any time on or prior to October 1, 2008, the Issuer may on any
one or more occasions redeem the Notes with the net cash proceeds of one or more
Equity Offerings, at 110 % of the principal amount thereof, plus accrued and
unpaid interest and Additional Interest, if any, thereon to the redemption date;
provided that at least 65% of the principal amount of the Notes originally
issued remains outstanding immediately following such redemption (excluding
Notes held by the Issuer or any of its Subsidiaries); and provided, further,
that such redemption shall occur within 90 days of the date of the closing of
any such Equity Offering.

          (c) The Notes will be redeemable, in whole or in part on any one or
more occasions, at the option of the Issuer, on or after October 1, 2009, upon
not less than 30 nor more than 60 days' notice, at the redemption prices
(expressed as percentages of principal amount) set forth below plus accrued and
unpaid interest and Additional Interest, if any, thereon to the applicable
redemption date, if redeemed during the twelve-month period beginning on October
1 of the years indicated below:

YEAR                                                                  PERCENTAGE
----                                                                  ----------
2009...............................................................    105.000%
2010...............................................................    102.500%
2011 and thereafter ...............................................    100.000%

          (d) Any redemption pursuant to this paragraph 5 shall be made pursuant
to the provisions of Sections 3.01 through 3.06 of the Indenture.

          6. MANDATORY REDEMPTION. The Issuer shall not be required to make
mandatory redemption or sinking fund payments with respect to the Notes.


                                       A-6



          7. NOTICE OF REDEMPTION. Subject to Section 3.03 of the Indenture,
notice of redemption will be mailed by first-class mail at least 30 days but not
more than 60 days before the redemption date to each Holder whose Notes are to
be redeemed at its registered address. Notes in denominations larger than $1,000
may be redeemed in part but only in whole multiples of $1,000, unless all of the
Notes held by a Holder are to be redeemed. On and after the redemption date
interest ceases to accrue on Notes or portions thereof called for redemption.

          8. OFFER TO REPURCHASE.

          (a) Upon the occurrence of a Change of Control, Article III and
Section 4.14 of the Indenture shall apply to the extent applicable.

          (b) If the Issuer or any of its Restricted Subsidiaries consummates an
Asset Sale, Article III and Section 4.10 of the Indenture shall apply to the
extent applicable.

          9. DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form
without coupons in denominations of $1,000 and integral multiples of $1,000. The
transfer of Notes may be registered and Notes may be exchanged as provided in
the Indenture. The Registrar and the Trustee may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and the
Issuer may require a Holder to pay any taxes and fees required by law or
permitted by the Indenture. The Issuer need not exchange or register the
transfer of any Note or portion of a Note selected for redemption, except for
the unredeemed portion of any Note being redeemed in part. Also, the Issuer need
not exchange or register the transfer of any Notes for a period of 15 days
before a selection of Notes to be redeemed.

          10. PERSONS DEEMED OWNERS. The registered Holder of a Note may be
treated as its owner for all purposes.

          11. AMENDMENT, SUPPLEMENT AND WAIVER. The Indenture, the Guarantees or
the Notes may be amended or supplemented as provided in the Indenture.

          12. DEFAULTS AND REMEDIES. The Events of Default relating to the Notes
are defined in Section 6.01 of the Indenture. 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 Notes may declare the principal, premium, if any, interest
and any other monetary obligations on all the then outstanding Notes to be due
and payable immediately. Notwithstanding the foregoing, in the case of an Event
of Default arising from certain events of bankruptcy or insolvency, all
outstanding Notes will become due and payable immediately without further action
or notice. Holders may not enforce the Indenture, the Notes or the Guarantees
except as provided in the Indenture. Subject to certain limitations, Holders of
a majority in aggregate principal amount of the then outstanding Notes may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of the Notes notice of any continuing Default (except a
Default relating to the payment of principal, premium, if any, Additional
Interest, if any, or interest) if it determines that withholding notice is in
their interest. The Holders of a majority in aggregate principal amount of the
Notes then outstanding by notice to the Trustee may on behalf of the Holders of
all of the Notes waive any existing Default or and its consequences under the
Indenture except a continuing Default in payment of the principal of, premium,
if any, Additional Interest, if any, or interest on, any of the Notes held by a
non-consenting Holder. The Issuer and each Guarantor (to the extent that such
Guarantor is so required under the Trust Indenture Act) is required to deliver
to the Trustee annually a statement regarding compliance with the Indenture, and
the Issuer is required after


                                       A-7



becoming aware of any Default, to deliver to the Trustee a statement specifying
such Default and what action the Issuer proposes to take with respect thereto.

          13. AUTHENTICATION. This Note shall not be entitled to any benefit
under the Indenture or be valid or obligatory for any purpose until
authenticated by the manual signature of the Trustee.

          14. ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND
RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement, dated as of September 21, 2005, among TRC Finance, Inc., The
Restaurant Company, the Guarantors named therein and the other parties named on
the signature pages thereof (the "Registration Rights Agreement"), including the
right to receive Additional Interest (as defined in the Registration Rights
Agreement).

          15. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK SHALL GOVERN AND
BE USED TO CONSTRUE THE INDENTURE, THE NOTES AND THE GUARANTEES.

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

          The Issuer will furnish to any Holder upon written request and without
charge a copy of the Indenture and/or the Registration Rights Agreement.
Requests may be made to the Issuer at the following address:

          The Restaurant Company
          6075 Poplar Avenue Suite 900
          Memphis, TN 38119
          Attention: Chief Financial Officer


                                       A-8



                                 ASSIGNMENT FORM

          To assign this Note, fill in the form below:

(I) or (we) assign and transfer this Note to: __________________________________
                                                 (Insert assignee' legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
              (Print or type assignee's name, address and zip code)
and irrevocably appoint ________________________________________________________
to transfer this Note on the books of the Issuer. The agent may substitute
another to act for him.

Date: _____________________

                              Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                              on the face of this Note)


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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                       A-9



                       OPTION OF HOLDER TO ELECT PURCHASE

          If you want to elect to have this Note purchased by the Issuer
pursuant to Section 4.10 or 4.14 of the Indenture, check the appropriate box
below:

                       [_] Section 4.10   [_] Section 4.14

          If you want to elect to have only part of this Note purchased by the
Issuer pursuant to Section 4.10 or Section 4.14 of the Indenture, state the
amount you elect to have purchased:

                                $_______________

Date: _____________________

                              Your Signature:
                                              ----------------------------------
                                              (Sign exactly as your name appears
                                              on the face of this Note)

                              Tax Identification No.:
                                                      --------------------------


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

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).


                                      A-10



             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE*

          The initial outstanding principal amount of this Global Note is
$__________. The following exchanges of a part of this Global Note for an
interest in another Global Note or for a Definitive Note, or exchanges of a part
of another Global or Definitive Note for an interest in this Global Note, have
been made:

                                               Principal Amount    Signature of
             Amount of    Amount of increase    of this Global      authorized
             decrease        in Principal       Note following      officer of
 Date of   in Principal     Amount of this       such decrease      Trustee or
Exchange      Amount          Global Note         or increase     Note Custodian
--------   ------------   ------------------   ----------------   --------------

----------
*    This schedule should be included only if the Note is issued in global form.


                                      A-11



                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

The Restaurant Company
6075 Poplar Avenue Suite 900
Memphis, TN 38119

Attention: Chief Financial Office

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Fax No.:

Attention: Corporate Trust Administration

          Re: 10% Senior Notes due 2013

          Reference is hereby made to the Indenture, dated as of September 21,
2005 (the "Indenture"), among TRC Finance, Inc., The Restaurant Company, the
Guarantors named therein and the Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

          _______________ (the "Transferor") owns and proposes to transfer the
Note[s] or interest in such Note[s] specified in Annex A hereto, in the
principal amount of $___________ in such Note[s] or interests (the "Transfer"),
to _______________ (the "Transferee"), as further specified in Annex A hereto.
In connection with the Transfer, the Transferor hereby certifies that:

                             [CHECK ALL THAT APPLY]

          1. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE 144A GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO RULE 144A. The Transfer
is being effected pursuant to and in accordance with Rule 144A under the United
States Securities Act of 1933, as amended (the "Securities Act"), and,
accordingly, the Transferor hereby further certifies that the beneficial
interest or Definitive Note is being transferred to a Person that the Transferor
reasonably believes is purchasing the beneficial interest or Definitive Note for
its own account, or for one or more accounts with respect to which such Person
exercises sole investment discretion, and such Person and each such account is a
"qualified institutional buyer" within the meaning of Rule 144A in a transaction
meeting the requirements of Rule 144A and such Transfer is in compliance with
any applicable blue sky securities laws of any state of the United States.

          2. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN THE REGULATION S GLOBAL NOTE OR A DEFINITIVE NOTE PURSUANT TO REGULATION S.
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and, accordingly, the Transferor hereby
further certifies that (i) the Transfer is not being made to a person in the
United States and (x) at the time the buy order was originated, the Transferee
was outside the United States or such Transferor and any Person acting on its
behalf reasonably believed and believes that the Transferee was outside the
United States or (y) the transaction


                                       B-1



was executed in, on or through the facilities of a designated offshore
securities market and neither such Transferor nor any Person acting on its
behalf knows that the transaction was prearranged with a buyer in the United
States, (ii) no directed selling efforts have been made in contravention of the
requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities
Act (iii) the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act and (iv) if the proposed
transfer is being made prior to the expiration of the Restricted Period, the
transfer is not being made to a U.S. Person or for the account or benefit of a
U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed
transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Note will be subject to the restrictions on
Transfer enumerated in the Indenture and the Securities Act.

          3. [_] CHECK AND COMPLETE IF TRANSFEREE WILL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE DEFINITIVE NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Definitive Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

          (a) [_] such Transfer is being effected pursuant to and in accordance
     with Rule 144 under the Securities Act;

                                       or

          (b) [_] such Transfer is being effected to the Issuer or a subsidiary
     thereof;

                                       or

          (c) [_] such Transfer is being effected pursuant to an effective
     registration statement under the Securities Act and in compliance with the
     prospectus delivery requirements of the Securities Act.

          4. [_] CHECK IF TRANSFEREE WILL TAKE DELIVERY OF A BENEFICIAL INTEREST
IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED DEFINITIVE NOTE.

          (a) [_] CHECK IF TRANSFER IS PURSUANT TO RULE 144. (i) The Transfer is
being effected pursuant to and in accordance with Rule 144 under the Securities
Act and in compliance with the transfer restrictions contained in the Indenture
and any applicable blue sky securities laws of any state of the United States
and (ii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (b) [_] CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (i) The
Transfer is being effected pursuant to and in accordance with Rule 903 or Rule
904 under the Securities Act and in compliance with the transfer restrictions
contained in the Indenture and any applicable blue sky securities laws of any
state of the United States and (ii) the restrictions on transfer contained in
the Indenture and the Private Placement Legend are not required in order to
maintain compliance with the


                                       B-2



Securities Act. Upon consummation of the proposed Transfer in accordance with
the terms of the Indenture, the transferred beneficial interest or Definitive
Note will no longer be subject to the restrictions on transfer enumerated in the
Private Placement Legend printed on the Restricted Global Notes, on Restricted
Definitive Notes and in the Indenture.

          (c) [_] CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (i) The
Transfer is being effected pursuant to and in compliance with an exemption from
the registration requirements of the Securities Act other than Rule 144, Rule
903 or Rule 904 and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Definitive Note will not be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes or Restricted Definitive Notes and in the Indenture.


                                       B-3



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

                                        [Insert Name of Transferor]


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

Dated:
       --------------------


                                       B-4



                                              ANNEX A TO CERTIFICATE OF TRANSFER

          1.   The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

          (a)  [_] a beneficial interest in the:

               (i)  [_] 144A Global Note (CUSIP), or

               (ii) [_] Regulation S Global Note (CUSIP), or

          (b)  [_] a Restricted Definitive Note.

          2.   After the Transfer the Transferee will hold:

                                   [CHECK ONE]

          (a)  [_] a beneficial interest in the:

               (i)  [_] 144A Global Note (CUSIP), or

               (ii) [_] Regulation S Global Note (CUSIP), or

               (iii) [_] Unrestricted Global Note (CUSIP); or

          (b)  [_] a Restricted Definitive Note; or

          (c)  [_] an Unrestricted Definitive Note, in accordance with the terms
               of the Indenture.


                                       B-5



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

The Restaurant Company
6075 Poplar Avenue Suite 900
Memphis, TN 38119

Attention: Chief Financial Office

The Bank of New York
101 Barclay Street, Floor 8W
New York, New York 10286
Fax No.: (212) 815-3272

Attention: Corporate Trust Administration

          Re: 10% Senior Notes due 2013

          Reference is hereby made to the Indenture, dated as of September 21,
2005 (the "Indenture"), among TRC Finance, Inc., The Restaurant Company, the
Guarantors named therein and the Trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

          ___________ (the "Owner") owns and proposes to exchange the Note[s] or
interest in such Note[s] specified herein, in the principal amount of
$__________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

          1) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED DEFINITIVE NOTES OR BENEFICIAL
INTERESTS IN AN UNRESTRICTED GLOBAL NOTE

          a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
     GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
     connection with the Exchange of the Owner's beneficial interest in a
     Restricted Global Note for a beneficial interest in an Unrestricted Global
     Note in an equal principal amount, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Global Notes and pursuant to and in
     accordance with the United States Securities Act of 1933, as amended (the
     "Securities Act"), (iii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act and (iv) the beneficial
     interest in an Unrestricted Global Note is being acquired in compliance
     with any applicable blue sky securities laws of any state of the United
     States.

          b) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
     GLOBAL NOTE TO UNRESTRICTED DEFINITIVE NOTE. In connection with the
     Exchange of the Owner's beneficial interest in a Restricted Global Note for
     an Unrestricted Definitive Note, the Owner hereby certifies (i) the
     Definitive Note is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Restricted Global Notes and
     pursuant to


                                       D-1



     and in accordance with the Securities Act, (iii) the restrictions on
     transfer contained in the Indenture and the Private Placement Legend are
     not required in order to maintain compliance with the Securities Act and
     (iv) the Definitive Note is being acquired in compliance with any
     applicable blue sky securities laws of any state of the United States.

          c) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
     BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the
     Owner's Exchange of a Restricted Definitive Note for a beneficial interest
     in an Unrestricted Global Note, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer, (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to Restricted Definitive Notes and
     pursuant to and in accordance with the Securities Act, (iii) the
     restrictions on transfer contained in the Indenture and the Private
     Placement Legend are not required in order to maintain compliance with the
     Securities Act and (iv) the beneficial interest is being acquired in
     compliance with any applicable blue sky securities laws of any state of the
     United States.

          d) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
     UNRESTRICTED DEFINITIVE NOTE. In connection with the Owner's Exchange of a
     Restricted Definitive Note for an Unrestricted Definitive Note, the Owner
     hereby certifies (i) the Unrestricted Definitive Note is being acquired for
     the Owner's own account without transfer, (ii) such Exchange has been
     effected in compliance with the transfer restrictions applicable to
     Restricted Definitive Notes and pursuant to and in accordance with the
     Securities Act, (iii) the restrictions on transfer contained in the
     Indenture and the Private Placement Legend are not required in order to
     maintain compliance with the Securities Act and (iv) the Unrestricted
     Definitive Note is being acquired in compliance with any applicable blue
     sky securities laws of any state of the United States.

          2) EXCHANGE OF RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS IN
RESTRICTED GLOBAL NOTES FOR RESTRICTED DEFINITIVE NOTES OR BENEFICIAL INTERESTS
IN RESTRICTED GLOBAL NOTES

          a) [_] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED
     GLOBAL NOTE TO RESTRICTED DEFINITIVE NOTE. In connection with the Exchange
     of the Owner's beneficial interest in a Restricted Global Note for a
     Restricted Definitive Note with an equal principal amount, the Owner hereby
     certifies that the Restricted Definitive Note is being acquired for the
     Owner's own account without transfer. Upon consummation of the proposed
     Exchange in accordance with the terms of the Indenture, the Restricted
     Definitive Note issued will continue to be subject to the restrictions on
     transfer enumerated in the Private Placement Legend printed on the
     Restricted Definitive Note and in the Indenture and the Securities Act.

          b) [_] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE NOTE TO
     BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
     Exchange of the Owner's Restricted Definitive Note for a beneficial
     interest in the [CHECK ONE] [_] 144A Global Note [_] Regulation S Global
     Note, with an equal principal amount, the Owner hereby certifies (i) the
     beneficial interest is being acquired for the Owner's own account without
     transfer and (ii) such Exchange has been effected in compliance with the
     transfer restrictions applicable to the Restricted Global Notes and
     pursuant to and in accordance with the Securities Act, and in compliance
     with any applicable blue sky securities laws of any state of the United
     States. Upon consummation of the proposed Exchange in accordance with the
     terms of


                                       D-2



     the Indenture, the beneficial interest issued will be subject to the
     restrictions on transfer enumerated in the Private Placement Legend printed
     on the relevant Restricted Global Note and in the Indenture and the
     Securities Act.

          This certificate and the statements contained herein are made for your
benefit and the benefit of the Issuer and are dated ______________________.

                                        [Insert Name of Transferor]


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

Dated:
       --------------------


                                       D-3



                                                                       EXHIBIT D

                                    GUARANTEE

          For value received, the undersigned hereby unconditionally guarantees,
as principal obligor and not only as a surety, to the Holders of Notes the cash
payments in United States dollars of principal of, premium, if any, and interest
on such Notes (and including additional interest payable thereon) in the amounts
and at the times when due and interest on the overdue principal, premium, if
any, and interest, if any, of such Notes, if lawful, and the payment or
performance of all other Obligations of the Company under the Indenture (as
defined below) or the Notes, to the Holders of Notes and the Trustee, all in
accordance with and subject to the terms and limitations of the Notes, Article
Ten of the Indenture and this Guarantee. This Guarantee will become effective in
accordance with Article Ten of the Indenture and its terms shall be evidenced
therein. The validity and enforceability of this Guarantee shall not be affected
by the fact that it is not affixed to any particular Note. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the
Indenture dated as of September 21, 2005, among TRC Finance, Inc., a Delaware
corporation, The Restaurant Company, a Delaware corporation (the "Company"), the
Guarantors party thereto and The Bank of New York, as trustee (as amended or
supplemented, the "Indenture").

          This Guarantee shall become effective upon consummation of the
Acquisition.

          THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO APPLICABLE
PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAW OF
ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. Each Guarantor hereby agrees to
submit to the jurisdiction of the courts of the State of New York in any action
or proceeding arising out of or relating to this Guarantee.

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

                                        [Insert Guarantors]


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