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



                     CONSTELLATION BRANDS, INC., as Issuer,
                          and its subsidiary guarantors
                               Barton Incorporated
                               Barton Brands, Ltd.
                               Barton Beers, Ltd.
                        Barton Brands of California, Inc.
                         Barton Brands of Georgia, Inc.
                               Barton Canada, Ltd.
                         Barton Beers of Wisconsin, Ltd.
                         Barton Distillers Import Corp.
                          Barton Financial Corporation
                             Monarch Import Company
                         Canandaigua Wine Company, Inc.
                  Constellation International Holdings Limited
                               Canandaigua Limited
                                Canandaigua B.V.
                       CBI Australia Holdings Pty Limited
                       Constellation Australia Pty Limited
                           Franciscan Vineyards, Inc.
                                 Allberry, Inc.
                             Cloud Peak Corporation
                                M.J. Lewis Corp.
                             Mt. Veeder Corporation
                      Roberts Trading Corp., as Guarantors

                                       AND

                      BNY MIDWEST TRUST COMPANY, as Trustee


                               -------------------


                                    INDENTURE


                     Dated as of __________________ __, 2003


                               -------------------





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

<PAGE>

                           CONSTELLATION BRANDS, INC.

                    Reconciliation and Tie between Indenture
                                       and
                           Trust Indenture Act of 1939

Trust Indenture Act Section                                    Indenture Section
---------------------------                                    -----------------
310  (a)(1)...............................................11.5
     (a)(2)...............................................11.5
     (a)(3)...............................................Not applicable
     (a)(4)...............................................Not applicable
     (b)..................................................11.4, 11.5
311  (a)..................................................11.9(a), (c)
     (b)..................................................11.9(b), (c)
312  (a)..................................................4.6(d), 11.1
     (b)..................................................11.11
     (c)..................................................11.11
313  (a)..................................................11.10(a)
     (b)(i)...............................................Not applicable
     (b)(2)...............................................11.10(b)
     (c)..................................................11.10(c)
     (d)..................................................11.10(c)
314  (a)(1)...............................................4.6(a)
     (a)(2)...............................................4.6(b)
     (a)(3)...............................................4.6(c)
     (b)..................................................Not applicable
     (c)..................................................3.8
     (d)..................................................Not applicable
     (e)..................................................3.8
315  (a)..................................................11.1(a), (b)
     (b)..................................................11.3
     (c)..................................................11.1(a)
     (d)..................................................11.1(a), 11.1(b), 13.3
     (e)..................................................7.7
316  (a)(1)(A)............................................7.6, 13.3
     (a)(1)(B)............................................7.1, 7.5, 13.3
     (a)(2)...............................................Not required
     (b)..................................................7.7
317  (a)..................................................7.2
     (b)..................................................4.8
318  (a)..................................................3.4

NOTE: This reconciliation and tie shall not, for any purpose, be deemed to be
      part of the Indenture.

<PAGE>

                           CONSTELLATION BRANDS, INC.

                                    INDENTURE

                                TABLE OF CONTENTS

ARTICLE I             DEFINITIONS; TRUST INDENTURE ACT CONTROLLING.............1

         SECTION 1.1           Definitions.....................................1
         SECTION 1.2           Trust Indenture Act definitions controlling.....5

ARTICLE II            FORM, ISSUE AND REGISTRATION OF DEBT SECURITIES..........5

         SECTION 2.1           Forms generally and dating......................5
         SECTION 2.2           Amount unlimited; Issuable in series............6
         SECTION 2.3           Denominations...................................9
         SECTION 2.4           Execution of Debt Securities; Authentication...10
         SECTION 2.5           Issue of Debt Securities.......................12
         SECTION 2.6           Transfer of Debt Securities....................13
         SECTION 2.7           Persons deemed owners of Debt Securities.......13
         SECTION 2.8           Provisions for Debt Securities in
                               temporary form.................................13
         SECTION 2.9           Mutilated, destroyed, lost or stolen
                               Debt Securities................................14
         SECTION 2.10          Exchanges of Debt Securities...................14
         SECTION 2.11          Cancellation of surrendered Debt Securities....15
         SECTION 2.12          Payment of interest; Defaulted interest........15
         SECTION 2.13          Global Securities; Depositary..................16

ARTICLE III           MISCELLANEOUS PROVISIONS................................17

         SECTION 3.1           Rights under Indenture limited to the parties
                               and holders of Debt Securities.................17
         SECTION 3.2           Certificate of independent accountants
                               conclusive.....................................17
         SECTION 3.3           Treatment of Debt Securities owned or held by
                               the Company in determining required
                               percentages....................................18
         SECTION 3.4           Remaining provisions not affected by invalidity
                               of any other provisions - required provisions of
                               Trust Indenture Act of 1939 to
                               control........................................18
         SECTION 3.5           Company released from Indenture requirements if
                               entitled to have Indenture
                               cancelled......................................18
         SECTION 3.6           Date of execution..............................19
         SECTION 3.7           Execution of documents furnished under the
                               Indenture......................................19
         SECTION 3.8           Officers' Certificate and Opinions of Counsel to
                               be furnished to Trustee........................19
         SECTION 3.9           Presentation of notices and demands............20
         SECTION 3.10          Successors and assigns bound by Indenture......20
         SECTION 3.11          Descriptive headings for convenience only......20
         SECTION 3.12          New York law to govern.........................20
         SECTION 3.13          Indenture may be executed in counterparts......20

ARTICLE IV            COVENANTS OF THE COMPANY................................21

         SECTION 4.1           Payment of Principal and interest..............21
         SECTION 4.2           Maintenance of office or agency................21

                                      -i-

<PAGE>
                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

         SECTION 4.3           Corporate existence............................21
         SECTION 4.4           Restrictions on mergers, sales and
                               consolidations.................................22
         SECTION 4.5           Further assurances.............................22
         SECTION4.6            File certain reports and information with the
                               Trustee and the Securities and Exchange
                               Commission - transmit to holders of Debt
                               Securities summaries of certain documents filed
                               with the Trustee - furnish list of holders of
                               Debt Securities to the
                               Trustee........................................22
         SECTION 4.7           File statement by officers annually with
                               the Trustee....................................23
         SECTION 4.8           Duties of Paying Agent.........................23

ARTICLE V             REDEMPTION OF DEBT SECURITIES; SINKING FUND.............24

         SECTION 5.1           Applicability of Article.......................24
         SECTION 5.2           Notice of redemption to be given to Trustee -
                               deposit of cash (or other form of payment)
                               with Trustee - selection by Trustee of Debt
                               Securities to be redeemed......................24
         SECTION 5.3           Debt Securities called for redemption to become
                               due - rights of holders of redeemed Debt
                               Securities - return of funds on
                               conversion.....................................26
         SECTION 5.4           Credits against sinking fund...................26
         SECTION 5.5           Redemption through sinking fund................27
         SECTION 5.6           Debt Securities no longer Outstanding after
                               notice to Trustee and deposit of cash..........28
         SECTION 5.7           Conversion arrangement on call for redemption..28

ARTICLE VI            SATISFACTION AND DISCHARGE OF INDENTURE.................29

         SECTION 6.1           Satisfaction and discharge of Indenture with
                               respect to Debt Securities of any
                               series.........................................29
         SECTION 6.2           Deposits for payment or redemption of Debt
                               Securities to be held in trust.................30
         SECTION 6.3           Repayment of moneys............................30

ARTICLE VII           REMEDIES UPON DEFAULT...................................31

         SECTION 7.1           Events of Default defined -- acceleration of
                               maturity upon default -- waiver of default
                               after acceleration.............................31
         SECTION 7.2           Covenant of Company to pay to Trustee whole
                               amount due on default in payment of Principal
                               or interest - Trustee may recover judgment
                               for whole amount due - application of moneys
                               received by the Trustee........................33
         SECTION 7.3           Trustee may enforce rights of action without
                               possession of Debt Securities..................35
         SECTION 7.4           Delays or omissions not to impair any rights
                               or powers accruing upon default................35
         SECTION 7.5           In Event of Default Trustee may protect and
                               enforce its rights by appropriate
                               proceedings - holders of majority in
                               aggregate Principal amount of Debt
                               Securities of a series may waive default.......36
         SECTION 7.6           Holders of majority in aggregate principal
                               amount of Debt Securities of any series
                               may direct exercise of remedies................36

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

         SECTION 7.7           Limitation on suits by holders of Debt
                               Securities.....................................36
         SECTION 7.8           No Debt Securities owned or held by, for the
                               account of or for the benefit of the Company
                               to be deemed Outstanding for purpose of
                               payment or distribution........................37
         SECTION 7.9           Company and Trustee restored to former
                               position on discontinuance or abandonment
                               of proceedings.................................38

ARTICLE VIII          EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES........38

         SECTION 8.1           Evidence of action by holders of Debt
                               Securities.....................................38

ARTICLE IX            IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS
                      AND DIRECTORS...........................................39

         SECTION 9.1           Immunity of incorporators, stockholders,
                               officers, directors and employees..............39

ARTICLE X             MERGER, CONSOLIDATION, SALE OR LEASE....................39

         SECTION 10.1          Documents required to be filed with the
                               Trustee upon consolidation, merger, sale,
                               transfer or lease - execution of
                               supplemental indentures - acts of successor
                               corporation....................................39
         SECTION 10.2          Trustee may rely upon Opinion of Counsel.......41

ARTICLE XI            CONCERNING THE TRUSTEE..................................41

         SECTION 11.1          Acceptance of Trust - responsibilities of
                               Trustee........................................41
         SECTION 11.2          Trustee to be entitled to compensation -
                               Trustee not to be accountable for application
                               of proceeds - moneys held by Trustee to be
                               trust funds....................................44
         SECTION 11.3          Trustee to give holders of Debt Securities
                                notice of default.............................45
         SECTION 11.4          Trustee acquiring conflicting interest must
                               eliminate it or resign.........................45
         SECTION 11.5          Eligibility of Trustee.........................45
         SECTION 11.6          Resignation or removal of Trustee..............46
         SECTION 11.7          Acceptance by successor Trustee................47
         SECTION 11.8          Successor to Trustee by merger or
                               consolidation, etc.............................48
         SECTION 11.9          Limitations on right of Trustee as a
                               creditor to obtain payment of certain claims...48
         SECTION 11.10         Trustee to make annual report to holders
                               of Debt Securities - Trustee to make other
                               reports to holders of Debt Securities -
                               holders of Debt Securities to whom reports
                               to be transmitted..............................49
         SECTION 11.11         Preservation of information by Trustee -
                               Trustee to give certain information to
                               holders of Debt Securities upon application....49
         SECTION 11.12         Trustee may hold Debt Securities and
                               otherwise deal with Company....................50
         SECTION 11.13         Trustee may comply with any rule, regulation
                               or order of the Securities and Exchange
                               Commission.....................................51
         SECTION 11.14         Appointment of Authenticating Agent............51

ARTICLE XII           SUPPLEMENTAL INDENTURES.................................53

                                     -iii-

<PAGE>

                                TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE

         SECTION 12.1          Company and Trustee may enter into
                               supplemental indenture for special purposes....53
         SECTION 12.2          Modification of Indenture with consent of
                               holders of Debt Securities.....................54
         SECTION 12.3          Effect of supplemental indentures..............55
         SECTION 12.4          Supplemental indentures to conform to
                               Trust Indenture Act............................56
         SECTION 12.5          Notation on or exchange of Debt Securities.....56

ARTICLE XIII          CONVERSION OF DEBT SECURITIES...........................56

         SECTION 13.1          Applicability of Article.......................56
         SECTION 13.2          Right of holders of Debt Securities to
                               convert Debt Securities........................56
         SECTION 13.3          Issuance of shares of Capital Stock on
                               conversion.....................................57
         SECTION 13.4          No payment or adjustment for interest or
                               dividends......................................58
         SECTION 13.5          Adjustment of conversion rate..................58
         SECTION 13.6          No fractional shares to be issued..............61
         SECTION 13.7          Preservation of conversion rights upon
                               consolidation, merger, sale or conveyance......62
         SECTION 13.8          Notice to holders of Debt Securities of a
                               series prior to taking certain types of action.62
         SECTION 13.9          Covenant to reserve shares for issuance on
                               conversion of Debt Securities..................63
         SECTION 13.10         Compliance with governmental requirements......63
         SECTION 13.11         Payment of taxes upon certificates for
                               shares issued upon conversion..................64
         SECTION 13.12         Trustee's duties with respect to
                               conversion provisions..........................64

ARTICLE XIV           GUARANTEES..............................................64

         SECTION 14.1          Guarantee......................................64
         SECTION 14.2          Obligations of the Guarantors Unconditional....66
         SECTION 14.3          Execution of Guarantee.........................66
         SECTION 14.4          Withholding....................................66
         SECTION 14.5          Limitation of Guarantee........................67
         SECTION 14.6          Release of Guarantee...........................67

                                      -iv-

<PAGE>

         INDENTURE dated as of the _____ day of ____________________, 2003,
among Constellation Brands, Inc., a Delaware corporation (hereinafter called the
"Company"), the wholly-owned subsidiaries of the Company set forth on the
signature page hereto (such wholly-owned subsidiaries then-existing and, as
applicable, any successor who replaces such subsidiary pursuant to the
applicable provisions of this Indenture and, thereafter, such successor, all
together the "Guarantors") and BNY Midwest Trust Company, a [____________]
banking corporation with its principal offices in [CITY, STATE], as Trustee
hereunder (hereinafter called the "Trustee");

         WHEREAS, the Company for its lawful corporate purposes has duly
authorized the execution and delivery of this Indenture to provide for the
issuance from time to time of its debentures, notes or other evidences of
indebtedness (hereinafter called the "Debt Securities"), to be issued in one or
more series as herein provided; and

         WHEREAS, each Guarantor has duly authorized the issuance of a guarantee
of the Debt Securities, of substantially the tenor set forth herein, and to
provide therefor each Guarantor has duly authorized the execution and delivery
of this Indenture and such Guarantee (as hereinafter defined).

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         THAT, in consideration of the premises and of the mutual covenants
herein contained and of the purchase and acceptance of the Debt Securities by
the holders thereof, and for other valuable consideration the receipt whereof is
hereby acknowledged, and intending to be legally bound hereby, it is hereby
agreed among the Company, the Guarantors and the Trustee, for the benefit of
those who shall hold the Debt Securities, as follows:

                                    ARTICLE I

                  DEFINITIONS; TRUST INDENTURE ACT CONTROLLING

         SECTION 1.1. Definitions. Unless otherwise specified or the context
otherwise requires, the terms defined in this Article I shall for all purposes
of this Indenture and of any indenture supplemental hereto have the meanings
herein specified, the following definitions to be equally applicable to both the
singular and plural forms of any of the terms herein defined. All accounting
terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles in the United States of
America, and the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

         The term "Additional Amounts" has the meaning specified in Section
14.4.

         An "Affiliate" shall mean any person directly or indirectly controlling
or controlled by or under direct or indirect common control with the Company or
any other obligor under this Indenture.

         The term "Authenticating Agent" means any Person authorized by the
Trustee pursuant to Section 11.14 to act on behalf of the Trustee to
authenticate Debt Securities of one or more series.

         The term "Authorized Newspaper" shall mean a newspaper in the English
language or in an official language of the country of publication, customarily
printed on each Business Day, whether or not published on Saturdays, Sundays or
holidays, and of general circulation in the place in connection with which the
term is used or in the financial community of such place. If, because of
temporary suspension of publication or general circulation of any newspaper or
for any other reason, it is impossible or, in the opinion of the Trustee,

<PAGE>

impracticable to make any publication of any notice required by this Indenture
in the manner herein provided, such publication or other notice in lieu thereof
which is made at the written direction of the Company by the Trustee shall
constitute a sufficient publication of such notice. Where successive
publications are required to be made in Authorized Newspapers, the successive
publications may be made in the same or in different newspapers in the same
place meeting the foregoing requirements and in each case on any Business Day.

         The term "Bankruptcy Law" means Title 11 of the United States Code, as
now constituted or hereafter in effect, or any other applicable Federal or State
bankruptcy, insolvency or other similar law.

         The term "Board" or "Board of Directors" shall mean the Board of
Directors of the Company or (i) the Executive Committee, if any, of such Board,
(ii) any other committee of such Board duly authorized to act hereunder, or
(iii) any officers of the Company duly authorized by such Board or by any duly
authorized committee of such Board to act hereunder.

         The term "Business Day" shall mean, with respect to any series of Debt
Securities, a day that, in the city (or in any of the cities, if more than one)
in which amounts are payable, as specified in the terms of such Debt Securities,
is not a day upon which banking institutions are authorized or required by law,
or by executive order issued by a governmental authority or agency regulating
such banking institutions, to close.

         The term "Capital Stock" shall mean stock of any class of the Company.

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

         The term "Class A Common Stock" shall mean the Class A Common Stock,
par value $.01 per share, of the Company.

         The term "Closing Price" on any day when used with respect to any class
of Capital Stock shall mean (i) if the stock is then listed or admitted to
trading on a national securities exchange in the United States, the last
reported sale price, regular way, for the stock as reported in the consolidated
transaction or other reporting system for securities listed or traded on such
exchange, or (ii) if the stock is listed on the National Association of
Securities Dealers, Inc. Automated Quotations System National Market System (the
"Nasdaq National Market System"), the last reported sale price, regular way, for
the stock, as reported on such list, or (iii) if the stock is not so admitted
for trading on any national securities exchange or the Nasdaq National Market
System, the average of the last reported closing bid and asked prices reported
by the National Association of Securities Dealers, Inc. Automated Quotations
System as furnished by any member in good standing of the National Association
of Securities Dealers, Inc., selected from time to time by the Company for that
purpose or as quoted by the National Quotation Bureau Incorporated. In the event
that no such quotation is available for any day, the Board of Directors shall be
entitled to determine the current market price on the basis of such quotations
as it considers appropriate.

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

         The term "Company" shall mean Constellation Brands, Inc., a Delaware
corporation, and, subject to the provisions of Article X, shall include its
successors and assigns.

                                      -2-

<PAGE>

         The term "Company Order" means a written order signed in the name of
the Company by its Chairman of the Board, President or any Vice President
(regardless of Vice Presidential designation), and by its Chief Financial
Officer, Treasurer, any Assistant Treasurer, Secretary or any Assistant
Secretary and delivered to the Trustee.

         The term "Debt Security" shall mean one of the debentures, notes or
other evidences of indebtedness that are issued from time to time in one or more
series under this Indenture and, more particularly, any series of Debt
Securities authenticated and delivered under this Indenture.

         The term "holder of Debt Securities" or other similar term shall mean
any person who shall at the time be the registered holder of any Debt Security
or Debt Securities as shown by the register or registers kept by the Company or
its agent for that purpose in accordance with the terms of this Indenture.

         The term "Depositary" has the meaning specified in Section 2.13.

         The term "Event of Default" shall mean an event listed in Section 7.1,
continued for the period of time, if any, and after the required notices, if
any, therein designated.

         The term "Global Security" has the meaning specified in Section 2.13.

         The term "Guaranteed Obligations" has the meaning specified in Section
14.1.

         The term "Guaranteed Parties" shall mean all Persons who are now or who
hereafter become holders of Debt Securities and the Trustee.

         The term "Guarantees" means the guarantee of each of the Guarantors as
set forth in Article XIV hereof, in one or more supplemental indentures hereto,
and any additional guarantee of the Debt Securities executed pursuant to the
terms thereof.

         The term "Guarantors" shall have the meaning set forth in the Recitals
hereto.

         The term "Indenture" shall mean this instrument as originally executed
or, if amended or supplemented as herein provided, as so amended or supplemented
and, unless the context otherwise indicates, shall include the form and terms of
each particular series of Debt Securities established as contemplated hereunder.

         The term "Officers' Certificate" shall mean a certificate signed by the
Chairman of the Board, President or any Vice President (regardless of Vice
Presidential designation), and by its Chief Financial Officer, Treasurer, any
Assistant Treasurer, Secretary or any Assistant Secretary of the Company, in
their capacities as such officers of the Company and delivered to the Trustee.
Each such certificate shall include the statements provided for in Section 3.8,
if and to the extent required by the provisions thereof.

         The term "Opinion of Counsel" shall mean an opinion in writing signed
by legal counsel (who may be an employee of the Company) acceptable in form and
substance to the Trustee and delivered to the Trustee. Such opinion shall
include the statements provided for in Section 3.8, if and to the extent
required by the provisions thereof.

         The term "Original Issue Discount" with respect to any debt security,
including an Original Issue Discount Security, has the same meaning as set forth
in Section 1273 of the Code, or any successor provision, and the applicable
Treasury Regulations thereunder.

                                      -3-

<PAGE>

         The term "Original Issue Discount Security" means any series of a Debt
Security, including a series of a Debt Security that does not provide for the
payment of interest prior to maturity, which is issued at a price lower than the
principal amount thereof and which provides that upon redemption or acceleration
of the stated maturity thereof an amount less than the principal amount thereof
to be due and payable pursuant to Section 7.1.

         The term "Outstanding," when used with respect to the Debt Securities,
shall, subject to Section 3.3, mean, as of the date of determination, all Debt
Securities theretofore authenticated and delivered under this Indenture, except:
(a) Debt Securities for the payment or redemption of which cash (or other form
of payment if permitted by the terms of such Debt Securities) in the necessary
amount shall have been deposited in trust with the Trustee or any paying agent
(other than the Company) provided that, if such Debt Securities are to be
redeemed prior to the maturity thereof, notice of such redemption shall have
been duly given or provision satisfactory to the Trustee shall have been made
for giving such notice; (b) Debt Securities converted into Capital Stock in
accordance with Article XIII hereof, if the terms of such Debt Securities
provide for convertibility pursuant to Section 2.2; (c) Debt Securities paid or
in lieu of or in substitution for which other Debt Securities shall have been
authenticated and delivered pursuant to the terms of Section 2.9, unless proof
satisfactory to the Trustee is presented that any such Debt Securities are held
by persons in whose hands such Debt Securities are valid, binding and legal
obligations; and (d) Debt Securities which have been cancelled by the Trustee or
delivered to the Trustee or its designee for cancellation.

         The term "Paying Agent" shall mean any person authorized by the Company
to pay the principal of, premium, if any, and interest on any Debt Securities.

         The term "Person" shall mean an individual, a corporation, a limited
liability company, a partnership, an association, a joint-stock company, a
trust, any unincorporated organization, or a government or political subdivision
thereof.

         The term "Preferred Stock" shall mean the Preferred Stock, par value
$.01 per share, of the Company.

         The term "principal" of a debt security, including any series of Debt
Securities, on any day and for any purpose means the amount (including, without
limitation, in the case of an Original Issue Discount Security, any accrued
original issue discount, but excluding interest) that is payable with respect to
such debt security as of such date and for such purpose (including, without
limitation, in connection with any sinking fund, upon any redemption at the
option of the Company upon any purchase or exchange at the option of the Company
or the holder of such debt security and upon any acceleration of the maturity of
such debt security).

         The term "principal amount" of a debt security, including any series of
Debt Securities, means the principal amount as set forth on the face of such
debt security.

         The term "Responsible Officer", when used with respect to the Trustee,
shall mean any officer of the Trustee assigned by the Trustee to administer its
corporate trust matters.

         The term "Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.

         The term "Significant Subsidiary" shall mean any subsidiary (i) whose
revenues exceed 10% of the total revenues of the Company, in each case for the
most recent fiscal year, or (ii) whose net worth exceeds 10% of the total

                                      -4-

<PAGE>

stockholders' equity of the Company, in each case as of the end of the most
recent fiscal years.

         The term "Trustee" shall mean the trustee or trustees hereunder for the
time being, whether original or successor. "Trustee" as used with respect to the
Debt Securities of any series shall mean the Trustee with respect to Debt
Securities of such series. The term "principal office" of the Trustee shall mean
the principal office of the Trustee at which, at any particular time, the
corporate trust business of the Trustee shall be administered, which office as
of the date hereof is at [__________________________].

         The term "U.S. Government Obligations" means direct obligations of, or
obligations entitled to the full faith and credit of, the United States of
America.

         SECTION 1.2 Trust Indenture Act definitions controlling. All terms used
in this Indenture which are defined in the Trust Indenture Act of 1939, as
amended, or which are by reference therein defined in the Securities Act of 1933
(except as herein otherwise expressly provided or unless the context otherwise
requires) shall have the meanings assigned to such terms in such Trust Indenture
Act and such Securities Act as they were respectively in force at the date of
this Indenture, except as otherwise provided in Section 12.3.

                                   ARTICLE II

                 FORM, ISSUE AND REGISTRATION OF DEBT SECURITIES

         SECTION 2.1 Forms generally and dating. The Debt Securities of each
series shall be in the form or forms (including temporary or permanent global
form) established from time to time by or pursuant to a resolution of the Board
of Directors or in one or more indentures supplemental hereto, which shall set
forth the information required by Section 2.2. The Debt Securities and the
Trustee's certificate of authentication shall have such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture or by a resolution of the Board of Directors and may have such
notations, legends or endorsements as the Company may deem appropriate and as
are not inconsistent with the provisions of this Indenture or as may be required
by law, stock exchange rule or usage. The Company shall approve and provide the
form of the Debt Securities and the form of any Guarantee thereto and any
notation, legend or endorsement thereon. If the form of Debt Securities of any
series is established by action taken pursuant to a resolution of the Board of
Directors, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Company Order contemplated by Section
2.5 for the authentication and delivery of such Debt Securities.

                                      -5-

<PAGE>

         Each Debt Security shall be dated the date of its authentication. The
form of the Trustee's certificate of authentication to be borne by the Debt
Securities shall be substantially as follows:

                         [FORM OF TRUSTEE'S CERTIFICATE]

         This is one of the Debt Securities of the series referred to on the
reverse hereof.

                                       -----------------------------------,
                                       as Trustee


                                       By:________________________________
                                            Authorized Officer


         SECTION 2.2 Amount unlimited; Issuable in series. The aggregate
principal amount of the Debt Securities which may be authenticated and delivered
under this indenture is unlimited. The Debt Securities may be issued in one or
more series. There shall be established in or pursuant to one or more
resolutions of the Board of Directors, or established in or pursuant to one or
more indentures supplemental hereto, prior to the issuance of the Debt
Securities of any series:

                  (1) the title and designation of the Debt Securities of the
         series (which shall distinguish Debt Securities of the series from all
         other Debt Securities) including whether such Debt Securities shall be
         issued as senior Debt Securities, senior subordinated Debt Securities
         or subordinated Debt Securities, any subordination provisions
         particular to such series of Debt Securities, and whether such Debt
         Securities are convertible and/or exchangeable;

                  (2) any limit upon the aggregate principal amount of the Debt
         Securities of the series which may be authenticated and delivered under
         this Indenture (except for the Debt Securities authenticated and
         delivered upon registration of transfer of, or in exchange for, or in
         lieu of, other Debt Securities of the series pursuant to Section 2.6,
         2.8, 2.9, 2.10, 2.11, 5.2 or 12.5) and except for any Debt Securities
         which pursuant to Section 2.4 are deemed not to have been authenticated
         and delivered hereunder;

                  (3) the date or dates (and whether fixed or extendable) on
         which the principal of the Debt Securities of the series is payable or
         the method of determination thereof;

                  (4) the rate or rates (which may be fixed, floating or
         adjustable) at which the Debt Securities of the series shall bear
         interest, if any, the method of calculating such rates, the date or
         dates from which such interest shall accrue or the manner of
         determining such dates, the interest payment dates on which such
         interest shall be payable and the record dates for the determination of
         holders of Debt Securities to whom interest is payable;

                  (5) the place or places where the principal of and premium, if
         any, and interest on the Debt Securities, if any, of the series shall
         be payable;

                  (6) any provisions relating to the issuance of the Debt
         Securities of such series at an original issue discount;

                  (7) the price or prices at which, the period or periods within
         which and the terms and conditions upon which the Debt Securities of
         the series may be redeemed, in whole or in part, at the option of the

                                      -6-

<PAGE>

         Company, pursuant to any sinking fund or otherwise (including, without
         limitation, the form or method of payment thereof if other than in
         cash);

                  (8) the obligation, if any, of the Company to redeem, purchase
         or repay the Debt Securities of the series pursuant to any mandatory
         redemption, sinking fund or analogous provisions or at the option of a
         holder of Debt Securities thereof and the price or prices at which and
         the period or periods within which and the terms and conditions upon
         which the Debt Securities of the series shall be redeemed, purchased or
         repaid, in whole or in part, pursuant to such obligation (including,
         without limitation, the form or method of payment thereof if other than
         in cash), and any provisions for the remarketing of such Debt
         Securities;

                  (9) if other than denominations of $1,000 and any integral
         multiple thereof, the denominations in which the Debt Securities of the
         series shall be issuable;

                  (10) if other than the principal amount thereof, the portion
         of the principal amount of the Debt Securities of the series which
         shall be payable upon declaration of acceleration of the maturity
         thereof pursuant to Section 7.1 or provable in bankruptcy pursuant to
         Section 7.2, or, if applicable, which is convertible in accordance with
         Article XIII.

                  (11) any Events of Default with respect to the Debt Securities
         of a particular series, in lieu of or in addition to those set forth
         herein and the remedies therefor;

                  (12) the obligations, if any, of the Company to permit the
         conversion of the Debt Securities of such series into Preferred Stock
         or Class A Common Stock, or combination thereof, and the terms and
         conditions upon which such conversion shall be effected (including,
         without limitation, the initial conversion price or rate, the
         conversion period and any other provision in addition to or in lieu of
         those set forth in this Indenture relative to such obligation);

                  (13) any trustees, authenticating or paying agents, transfer
         agents or registrars or any other agents with respect to the Debt
         Securities of such series;

                  (14) the currency or currencies, including composite
         currencies, in which the Debt Securities of the series shall be
         denominated if other than the currency of the United States of America,
         and, if so, whether the Debt Securities of the series may be satisfied
         and discharged other than as provided in Article VI;

                  (15) if other than the coin or currency in which the Debt
         Securities of that series are denominated, the coin or currency in
         which payment of the principal of, premium, if any, or interest on the
         Debt Securities of such series shall be payable (and the manner in
         which the equivalent of the principal amount thereof in the currency of
         the United States is to be determined for any purpose, including for
         the determination of the principal amount outstanding);

                  (16) if the principal of, premium, if any, or interest on the
         Debt Securities of such series are to be payable, at the election of
         the Company or a holder of Debt Securities thereof, in a coin or
         currency other than that in which the Debt Securities are denominated,
         the period or periods within which, and the terms and conditions upon
         which, such election may be made;

                  (17) if the amount of payments of principal of, premium, if
         any, and interest on the Debt Securities of the series may be
         determined with reference to an index, the manner in which such amounts
         shall be determined;

                                      -7-

<PAGE>

                  (18) whether and under what circumstances the Company will pay
         additional amounts on the Debt Securities of the series held by a
         person who is not a United States of America person in respect of any
         tax, assessment or governmental charge withheld or deducted and, if so,
         whether the Company will have the option to redeem such Debt Securities
         rather than pay such additional amounts;

                  (19) if receipt of certain certificates or other documents or
         satisfaction of other conditions will be necessary for any purpose,
         including, without limitation, as a condition to the issuance of the
         Debt Securities of such series in definitive form (whether upon
         original issue or upon exchange of a temporary Debt Security of such
         series), the form and terms of such certificates, documents or
         conditions;

                  (20) any other affirmative or negative covenants with respect
         to the Debt Securities of such series;

                  (21) whether the Debt Securities of such series shall be
         issued in whole or in part in the form of one or more Global Securities
         and in such case, (i) the Depositary for such Global Security or Debt
         Securities, which Depositary must be a clearing agency registered under
         the Securities Exchange Act, (ii) the circumstances under which any
         such Global Security may be exchanged for Debt Securities registered in
         the name of, and under which any transfer of such Global Security may
         be registered in the name of, any Person other than such Depositary or
         its nominee, if other than as set forth in Section 2.13 and (iii) any
         other provisions regarding such Global Securities which provisions may
         be in addition to or in lieu of, in whole or in part, the provisions of
         Section 2.13;

                  (22) whether the Debt Securities are defeasible;

                  (23) whether the Debt Securities of such series shall be
         guaranteed in whole or in part by the Guarantors, jointly and severally
         with all other Guarantors in such case, and (i) the extent that the
         Debt Securities of the series shall be guaranteed by the Guarantors;
         (ii) the ranking of such Guarantee; (iii) the terms of subordination of
         such Guarantee; and (iv) the form of any such Guarantee; and

                  (24) any other terms of a particular series and any other
         provisions expressing or referring to the terms and conditions upon
         which the Debt Securities of such series are to be issued under the
         Indenture, which terms and provisions are not in conflict with the
         provisions of this Indenture; provided, however, that the addition to
         or subtraction from or variation of Articles IV, V, VI, VII, and X (and
         Section 1.1, insofar as it relates to the definition of certain terms
         as used in such Articles) with regard to the Debt Securities of a
         particular series shall not be deemed to constitute a conflict with the
         provisions of those Articles.

         All Debt Securities of any one series shall be substantially identical
except as to denomination and except as may otherwise be provided in or pursuant
to such resolution of the Board of Directors or in any such indenture
supplemental hereto. Not all Debt Securities of any one series need be issued at
the same time, and, unless otherwise so provided, a series may be reopened for
issuances of additional Debt Securities of such series.

         If any of the terms of the Debt Securities of a series are established
by action taken pursuant to a resolution of the Board of Directors, a copy of an
appropriate record of such action shall be certified by the Secretary or an
Assistant Secretary of the Company and delivered to the Trustee with an
Officers' Certificate setting forth the terms of the Debt Securities of such
series. With respect to Debt Securities of a series which are not to be issued

                                      -8-

<PAGE>

at one time, such resolution of the Board of Directors or action may provide
general terms or parameters for Debt Securities of such series and provide
either that the specific terms of particular Debt Securities of such series
shall be specified in a Company Order or that such terms shall be determined by
the Company or its agents in accordance with a Company Order as contemplated by
the proviso clause of Section 2.5.

         SECTION 2.3 Denominations. The Debt Securities of each series shall be
registered Debt Securities without coupons, in such denominations as shall be
specified as contemplated by Section 2.2. In the absence of any such provisions
with respect to the Debt Securities of any series, the Debt Securities of such
series shall be issuable in denominations of $1,000 or of any integral multiple
of $1,000.

         SECTION 2.4 Execution of Debt Securities; Authentication. The Debt
Securities shall be executed on behalf of the Company by its President, its
Treasurer or one of its Executive Vice Presidents or Vice Presidents, whose
signatures may be manual or facsimile, and its corporate seal shall be thereunto
affixed (or a facsimile thereof shall be engraved, printed or otherwise
reproduced thereon) and attested by the manual or facsimile signature of its
Secretary or one of its Assistant Secretaries. The Guarantees shall be executed
on behalf of each Guarantor by such Guarantor's President, its Treasurer, one of
its Vice Presidents (regardless of Vice Presidential designation), one of its
other officers (or an officer of the Company), duly authorized by its board of
directors to execute the Guarantee on behalf of such Guarantor, whose signatures
may be manual or facsimile, and its corporate seal shall be thereunto affixed
(or a facsimile thereof shall be engraved, printed or otherwise reproduced
thereon)and attested by the manual or facsimile signature of its Secretary or
one of its Assistant Secretaries. In case any officer of the Company who shall
have signed any of the Debt Securities shall cease to be such officer before the
Debt Securities so signed and attested shall actually have been authenticated
and delivered by the Trustee or the Authenticating Agent or disposed of by the
Company, such Debt Securities nevertheless may be authenticated, issued and
delivered or disposed of with the same force and effect as though the person or
persons who signed or attested such Debt Securities had not ceased to be such
officer of the Company; and any such Debt Security may be signed and attested on
behalf of the Company by such persons, as at the actual date of the execution of
such Debt Security, shall be the proper officers of the Company, although at the
date of such Debt Security or the date of execution of this Indenture any such
person was not such officer.

         No Debt Security of any series shall be entitled to the benefits hereof
or shall be or become valid or obligatory for any purpose unless there shall
appear on the Debt Security a certificate of authentication, substantially in
the form hereinbefore recited, manually executed by the Trustee for such series
or an Authenticating Agent; and such certificate on any series of Debt
Securities issued by the Company shall be conclusive evidence that it has been
duly authenticated and delivered hereunder.

         Notwithstanding the foregoing, if any series of Debt Securities shall
have been duly authenticated and delivered hereunder but never issued and sold
by the Company, and the Company shall deliver such Debt Security to the Trustee
or its designee for cancellation as provided in Section 2.11 together with a
written statement (which need not be accompanied by an Opinion of Counsel)
stating that such Debt Security has not been issued and sold by the Company, for
all purposes of this Indenture such Debt Security shall be deemed not to have
been authenticated and delivered hereunder and shall not be entitled to the
benefits of this Indenture.

         If the form or forms or terms of the Debt Securities of any series have
been established in or pursuant to one or more resolutions of the Board of
Directors or indentures supplemental hereto as permitted by Sections 2.1 and
2.2, in authenticating such Debt Securities, and accepting the additional
responsibilities under this Indenture in relation to such Debt Securities, the
Trustee and the Authenticating Agent shall be entitled to receive, and (subject
to Section 11.2) shall be fully protected in relying upon, a copy of such
resolution or resolutions delivered to the Trustee and the Authenticating Agent
and certified by the Secretary or Assistant Secretary of the Company or the
Guarantors to have been duly adopted by the Board of Directors of the Company or

                                      -9-

<PAGE>

the boards of directors of the Guarantors, as applicable, and to be in full
force and effect on the date of such certification, and an Opinion of Counsel
stating:

                  (1) if the form or forms of such Debt Securities and
         Guarantees have been established by or pursuant to a resolution of the
         Board of Directors or indenture supplemental hereto, that such form or
         forms have been established in conformity with the provisions of this
         Indenture;

                  (2) if the terms of such Debt Securities and Guarantees have
         been established by or pursuant to a resolution of the Board of
         Directors or indenture supplemental hereto, that such terms have been
         established in conformity with the provisions of this Indenture;

                  (3) that such Debt Securities and Guarantees, when
         authenticated and delivered by the Trustee or an Authenticating Agent
         and issued by the Company and the Guarantors in the manner and subject
         to any conditions specified in such Opinion of Counsel, will constitute
         valid and legally binding obligations of the Company and the
         Guarantors, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent conveyance, reorganization and other
         laws of general applicability relating to or affecting the enforcement
         of creditors' rights and to general equity principles (or such other
         similar matters as in the opinion of such counsel shall not materially
         adversely affect such enforceability); and

                  (4) that the issuance and authentication of such Debt
         Securities and Guarantees to be issued will not conflict with, result
         in a breach or constitute a default or with the giving of notice or the
         passage of time or both, would not constitute a default, under the
         articles of incorporation or bylaws of the Company or the Guarantors or
         result in such a default or violation;

provided, however, that, with respect to Debt Securities of a series which are
not to be issued at one time, the Trustee and the Authenticating Agent shall be
entitled to receive such Opinion of Counsel only once at or prior to the time of
the first authentication of Debt Securities of such series and that the opinions
described in clauses (2) and (3) above may state, respectively,

                  (a) that, when the terms of such Debt Securities and
         Guarantees shall have been established pursuant to a Company Order or
         pursuant to such procedures as may be specified from time to time by a
         Company Order, all as contemplated by and in accordance with a
         resolution of the Board of Directors or an Officers' Certificate
         pursuant to a resolution of the Board of Directors or indenture
         supplemental hereto, as the case may be, such terms will have been
         established in conformity with the provisions of this Indenture; and

                  (b) that such Debt Securities and Guarantees, when (i)
         executed by the Company or the Guarantors, as the case may be, (ii)
         completed, authenticated and delivered by the Trustee or Authenticating
         Agent in accordance with this Indenture, (iii) issued and delivered by
         the Company or the Guarantors, as the case may be, and (iv) paid for,
         all as contemplated by and in accordance with the aforesaid Company
         Order or specified procedures, as the case may be, will constitute
         valid and legally binding obligations of the Company or Guarantor, as
         the case may be, enforceable in accordance with their terms, subject to
         bankruptcy, insolvency, fraudulent conveyance, reorganization and other
         laws or general applicability relating to or affecting the enforcement
         of creditors' rights and to general equitable principles (or such other
         similar matters as in the opinion of such counsel shall not materially
         adversely affect such enforceability).

         Notwithstanding the provisions of Sections 2.1, 2.2, 3.8 and this
Section, if all the Debt Securities of a series are not to be originally issued
at one time, the resolution of the Board of Directors or indenture supplemental

                                      -10-

<PAGE>

hereto, the certified copy of the record of action taken pursuant to such
resolution or supplemental indenture, the Officers' Certificate, the Company
Order and any other documents otherwise required pursuant to such Sections need
not be delivered at or prior to the time of authentication of each Debt Security
of such series if such documents are delivered at or prior to the authentication
upon original issuance of the first Debt Security of such series to be issued;
provided, however, that any subsequent request by the Company to the Trustee or
the Authenticating Agent to authenticate Debt Securities of such series shall
constitute a representation and warranty by the Company that, as of the date of
such request, the statements made in the Officers' Certificate delivered
pursuant to Section 3.8 at or prior to authentication of the first such Debt
Security shall be true and correct on the date thereof as if made on and as of
the date thereof.

         The Trustee or the Authenticating Agent shall not be required to
authenticate such Debt Securities if the issue of such Debt Securities pursuant
to this Indenture will adversely affect the Trustee's or the Authenticating
Agent's own rights, duties or immunities under the Debt Securities and this
Indenture or otherwise in a manner which is not reasonably acceptable to the
Trustee or the Authenticating Agent.

         With respect to Debt Securities of a series which are not all issued at
one time, the Trustee and the Authenticating Agent may conclusively rely, as to
the authorization by the Company of any such Debt Securities or the Guarantors
of any such Guarantees, the form and terms thereof and the legality, validity,
binding effect and enforceability thereof, upon the Opinion of Counsel,
Officers' Certificate and other documents delivered pursuant to Sections 2.1,
2.2, 3.8 and this Section, as applicable, at or prior to the time of the first
authentication of Debt Securities of such series and Guarantees unless and until
such opinion, certificate or other documents have been superseded or revoked in
a writing delivered to the Trustee. In connection with the authentication and
delivery of Debt Securities of a series which are not all issued at one time,
the Trustee and the Authenticating Agent shall be entitled to assume that the
Company's instructions to authenticate and deliver such Debt Securities do not
violate any rules, regulations or orders of any governmental agency or
commission having jurisdiction over the Company.

         SECTION 2.5 Issue of Debt Securities. The Trustee and the
Authenticating Agent, forthwith upon the execution and delivery of this
Indenture and from time to time thereafter, upon the execution and delivery to
it of Debt Securities of any series by the Company and the Guarantees by the
Guarantors as herein provided, and without any further action on the part of the
Company and the Guarantors, shall authenticate such Debt Securities up to a
maximum amount, if any, designated for such series pursuant to Section 2.2 and
deliver them to or upon the receipt of a Company Order; provided, however, that
if not all the Debt Securities of a series are to be issued at one time and if
the resolution of the Board of Directors or indenture supplemental hereto
establishing such series as contemplated by Sections 2.1 and 2.2 shall so
permit, such Company Order may set forth procedures acceptable to the Trustee
for the issuance of such Debt Securities and for determining the form or forms
or terms of particular Debt Securities of such series including, but not limited
to, interest rate, if any, maturity date, date of issuance and date from which
interest, if any, shall accrue.

         SECTION 2.6 Transfer of Debt Securities. The transfer of any series of
Debt Securities may be registered by the registered owner thereof, in person or
by his attorney duly authorized in writing, at the office or agency of the
Company to be maintained by it as provided in Section 4.2, by delivering such
Debt Security for cancellation, accompanied by delivery of a duly executed
instrument of transfer, in form approved by the Company and satisfactory to the
Trustee or its designee, and thereupon the Company shall execute in the name of
the transferee or transferees, and the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Debt Security or Debt Securities of the same
series and of like form for the same aggregate principal amount.

                                      -11-

<PAGE>

         SECTION 2.7 Persons deemed owners of Debt Securities. Prior to due
presentation of any series of Debt Securities for registration of transfer, the
person in whose name a Debt Security of any series shall be registered, on books
kept for such purpose in accordance with Section 4.2, shall be deemed the
absolute owner thereof for all purposes of this Indenture, whether or not such
Debt Security is overdue, and neither the Company, the Trustee nor any Paying
Agent or conversion agent nor any series of Debt Securities registrar shall be
affected by notice to the contrary. Subject to the provisions of Section 2.12,
payment of or on account of the principal, premium, if any, and interest shall
be made only to or upon the order in writing of such registered owner thereof,
but such registration may be changed as above provided. All such payments shall
be valid and effectual to satisfy and discharge the liability upon such Debt
Security to the extent of the sum or sums so paid.

         SECTION 2.8 Provisions for Debt Securities in temporary form. Until
Debt Securities of any series in definitive form are ready for delivery, the
Company and the Guarantors may execute and, upon its request in writing, the
Trustee or the Authenticating Agent shall authenticate and deliver, in lieu
thereof and subject to the same conditions, one or more printed or lithographed
Debt Securities in temporary form, substantially of the tenor of Debt Securities
of the same series, without a recital of specific redemption prices and with
such other appropriate omissions, variations and insertions, all as may be
determined by the Board of Directors. Until exchanged for Debt Securities of the
same series in definitive form such Debt Securities in temporary form shall be
entitled to the benefits of this Indenture. The Company and the Guarantors
shall, without unreasonable delay after the issue of Debt Securities in
temporary form, prepare, execute and deliver definitive Debt Securities of the
same series to the Trustee, and upon the presentation and surrender of Debt
Securities in temporary form, the Trustee or the Authenticating Agent shall
authenticate and deliver, in exchange therefor, Debt Securities of the same
series in definitive form for the same aggregate principal amount as the Debt
Securities in temporary form surrendered. Such exchange shall be made by the
Company at its own expense and without any charge therefor.

         SECTION 2.9 Mutilated, destroyed, lost or stolen Debt Securities. Upon
receipt by the Company, the Guarantors, the Trustee and the Authenticating Agent
of evidence satisfactory to them that any Debt Security of any series has been
mutilated, destroyed, lost or stolen, and upon receipt of indemnity (and in case
of a destroyed, lost or stolen Debt Security, proof of ownership) satisfactory
to them, the Company and the Guarantors shall, in the case of a mutilated Debt
Security, and may in the case of a lost, stolen or destroyed Debt Security,
execute, and thereupon the Trustee or the Authenticating Agent shall
authenticate and deliver, a new Debt Security of the same series of like tenor
bearing a serial number not contemporaneously outstanding (bearing such
notation, if any, as may be required by the rules of any stock exchange upon
which the Debt Securities of the same series are listed or are to be listed), in
exchange and substitution for, and upon surrender and cancellation of, the
mutilated Debt Security, or in lieu of and in substitution for the Debt Security
so destroyed, lost or stolen; or, if any mutilated, destroyed, lost or stolen
Debt Security of any series shall have matured or be about to mature, instead of
issuing a new Debt Security, the Company, upon written notice to the Trustee or
the Authenticating Agent, may pay the same without surrender of the destroyed,
lost or stolen Debt Security. The Company may require payment of the expenses
which may be incurred by the Company or any agent thereof and the charges and
expenses of the Trustee and the Authenticating Agent in the premises. Any series
of Debt Securities issued under the provisions, of this Section 2.9 in lieu of
any series of Debt Securities alleged to have been destroyed, lost or stolen,
shall constitute an additional contractual obligation of the Company and the
Guarantors, whether or not the Debt Security alleged to have been destroyed,
lost or stolen shall be found at any time, and shall be equally and
proportionately entitled to the benefits of this Indenture with all other Debt
Securities of the same series issued under this Indenture.

         All Debt Securities shall be held and owned upon the express condition
that the foregoing provisions are exclusive with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Debt Securities, and shall

                                      -12-

<PAGE>

preclude, to the extent lawful, any and all other rights or remedies,
notwithstanding any law or statute existing or hereafter enacted to the contrary
with respect to the replacement or payment of negotiable instruments or other
securities without their surrender.

         SECTION 2.10 Exchanges of Debt Securities. Debt Securities of any
series may, upon surrender thereof as hereinafter provided in this Section 2.10,
be exchanged for one or more Debt Securities of the same series of the same
aggregate principal amount, in authorized denominations. The Debt Securities to
be exchanged shall be surrendered at the office or agency of the Company to be
maintained by it as provided in Section 4.2, accompanied by duly executed
instruments of transfer in a form acceptable to the Company, the Trustee and the
registrar, and the Company and the Guarantors shall execute and the Trustee or
the Authenticating Agent shall authenticate and deliver, in exchange therefor,
the Debt Security or Debt Securities of the same series, bearing numbers not
contemporaneously outstanding, which the holder of Debt Securities making the
exchange shall be entitled to receive. Every exchange of Debt Securities of any
series shall be effected in such manner as may be prescribed by the Company with
the approval of the Trustee and registrar, and as may be necessary to comply
with the regulations of any stock exchange upon which Debt Securities of such
series are listed or are to be listed or to conform to usage in respect thereof.

         Upon every exchange or registration of transfer of Debt Securities, no
service charge shall be made but the Company may require the payment of any
taxes or other governmental charges required to be paid with respect to such
exchange or registration, as a condition precedent to the exercise of the
privilege of such exchange or registration.

         All Debt Securities executed, authenticated and delivered in exchange
or upon registration of transfer shall be the valid obligations of the Company
and the Guarantors, evidencing the same debt as the Debt Securities surrendered,
and shall be entitled to the benefits of this Indenture to the same extent as
the Debt Securities in exchange for which they were authenticated and delivered.

         The Company shall not be required to make exchanges or registrations of
transfer under any provision of this Article II of: (a) the Debt Securities of
any series for the period of 15 days next preceding the date of any designation
of Debt Securities of such series to be redeemed, as provided in Article V, or
(b) any series of Debt Securities or portion thereof called or to be called for
redemption.

         SECTION 2.11 Cancellation of surrendered Debt Securities. All Debt
Securities of any series surrendered for the purpose of payment, exchange,
conversion or cancellation (including Debt Securities authenticated which the
Company has not issued and sold) shall, if surrendered to the Company or any
Paying Agent or conversion agent, be delivered to the Trustee or its designee
and cancelled by it, or, if surrendered to the Trustee or its designee, shall be
cancelled by it, and no Debt Securities shall be issued in lieu thereof except
as expressly permitted by any of the provisions of this Indenture or as
otherwise provided in the resolution of the Board of Directors or indenture
supplemental hereto establishing such series as contemplated by Section 2.2. All
Debt Securities of any series surrendered for the purpose of redemption or
credit against any sinking fund shall similarly be delivered to the Trustee or
its designee for cancellation, and no Debt Securities shall be issued in lieu
thereof except Debt Securities of the same series in the case of redemption of a
Debt Security in part only. If the Company shall acquire any of the Debt
Securities, such acquisition shall not operate as a redemption or satisfaction
of the indebtedness represented by such Debt Securities unless and until the
same are delivered to the Trustee or its designee for cancellation. Unless
otherwise directed in writing by the Company, the Trustee or its designee shall
destroy all cancelled Debt Securities and furnish to the Company a certificate
evidencing such destruction.

                                      -13-

<PAGE>

         SECTION 2.12 Payment of interest; Defaulted interest. Except as
provided in Section 13.4, interest (except defaulted interest) on the Debt
Securities of any series which is payable on any interest payment date shall be
paid to the persons who are holders of Debt Securities of such series at the
close of business on the record date specified for that purpose as contemplated
by Section 2.2. At the option of the Company, payment of interest on any series
of Debt Securities may be made by check mailed to the holder's registered
address.

         If the Company defaults in a payment of interest on the Debt Securities
of any series, it shall pay the defaulted interest to the persons who are
holders of Debt Securities of such series at the close of business on a
subsequent special record date. The Company shall fix the record date (which
shall be not less than five Business Days prior to the date of payment of such
defaulted interest) and payment date. At least 15 days before the record date,
the Company shall mail to each holder of Debt Securities of such series a notice
that states the record date, the payment date and the amount of defaulted
interest to be paid. The Company shall notify the Trustee in writing of the
amount of defaulted interest proposed to be paid on each Debt Security of such
series and the date of the proposed payment, and at the same time the Company
shall deposit with the Trustee or any paying agent for such series an amount of
money in immediately available funds by 10:00 a.m. New York time on the payment
date equal to the aggregate amount proposed to be paid in respect of such
defaulted interest or shall make arrangements satisfactory to any Paying Agent
for such series for such deposit prior to the date of the proposed payment. The
Company may pay defaulted interest in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Debt Security may
be listed, and upon notice as may be required by such exchange if, after notice
given by the Company to the Trustee of the proposed payment pursuant to this
clause, such payment shall be deemed practicable by the Trustee.

         SECTION 2.13 Global Securities; Depositary. For the purpose of this
Section, the term "Agent Member" means a member of, or participant in, a
Depositary; the term "Depositary" means, with respect to Debt Securities
issuable or issued in whole or in part in the form of one or more Global
Securities, the entity designated as Depositary by the Company pursuant to
Section 2.2, and, if at any time there is more than one such person,
"Depositary" as used with respect to the Debt Securities shall mean the
respective Depositary with respect to a particular series of Debt Securities;
and the term "Global Security" means a global certificate evidencing all or part
of the series of Debt Securities as shall be specified herein, issued to the
Depositary for the series or such portion of the series, and registered in the
name of such Depositary or its nominee. The Global Security may provide that it
shall represent the aggregate amount of Outstanding Debt Securities from time to
time endorsed thereon which may from time to time be reduced to reflect
exchanges. Any endorsement to reflect the amount, or any increase or decrease in
the amount, of Outstanding Debt Securities shall be made by the Trustee.

         Notwithstanding Section 2.10, except as otherwise specified as
contemplated by Section 2.2, hereof, any Global Security shall be exchangeable
only as provided in this paragraph. A Global Security shall be exchangeable
pursuant to this Section 2.13 if (i) the Depositary notifies the Company that it
is unwilling or unable to continue as Depositary for such Global Security or if
at any time the Depositary ceases to be a clearing agency registered under the
Securities Exchange Act, (ii) the Company in its sole discretion determines that
all Global Securities of any series then outstanding under this Indenture shall
be exchangeable for definitive Debt Securities of such series in registered form
or (iii) an Event of Default with respect to the Debt Securities of the series
represented by such Global Security has occurred and is continuing. Any Global
Security of such series exchangeable pursuant to the preceding sentence shall be
exchangeable for definitive Debt Securities of such series in registered form,
bearing interest (if any) at the same rate or pursuant to the same formula,
having the same date of issuance, redemption, conversion (if any) and other
provisions, and of differing denominations aggregating a like amount. Such
definitive Debt Securities of such series shall be registered in the names of
the owners of the beneficial interests in such Global Securities of such series
as such names are from time to time provided by the relevant participants in the

                                     1-14-

<PAGE>

Depositary holding such Global Securities (as such participants are identified
from time to time by such Depositary).

         No Global Security may be transferred except as a whole 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 of the Depositary or a nominee of
such successor. Except as provided above, owners solely of beneficial interests
in a Global Security shall not be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the
holders of Debt Securities thereof for any purpose under this Indenture.

         Any Global Security that is exchangeable pursuant to the preceding
paragraph shall be exchangeable for Debt Securities of such series in authorized
denominations and registered in such names as the Depositary that is the holder
of Debt Securities of such Global Securities of such series shall direct.

         In the event that a Global Security is surrendered for redemption in
part pursuant to Section 5.2 or 5.5, the Company shall execute, and the Trustee
or the Authenticating Agent shall authenticate and deliver to the Depositary for
such Global Security, without service charge, a new Global Security in a
denomination and tenor equal to and in exchange for the unredeemed portion of
the principal for the Global Security so surrendered.

         The Agent Members shall have no rights under this Indenture with
respect to any Global Security held on their behalf by a Depositary, and such
Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Security for all purposes
whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the
Company, the Trustee, or any agent of the Company or the Trustee, from giving
effect to any written certification, proxy or other authorization furnished by a
Depositary or impair, as between a Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
holder of a Debt Security of any series, including without limitation the
granting of proxies or other authorization of participants to give or take any
request, demand, authorization, direction, notice, consent, waiver or other
action which a holder of Debt Securities is entitled to give or take under this
Indenture.

         The Trustee shall not be required to authenticate Global Securities
until it has received documentation satisfactory to it.

                                  ARTICLE III

                            MISCELLANEOUS PROVISIONS

         SECTION 3.1 Rights under Indenture limited to the parties and holders
of Debt Securities. Nothing in this Indenture or the Debt Securities, express or
implied, is intended or shall be construed to confer upon, or to give to, any
person or corporation, other than the parties hereto, their successors and
assigns, and the holders of the Debt Securities, any right, remedy or claim
under or by reason of this Indenture or any provision hereof; and the provisions
of this Indenture are for the exclusive benefit of the parties hereto, their
successors and assigns, and the holders of the Debt Securities.

         SECTION 3.2 Certificate of independent accountants conclusive. Unless
otherwise specifically provided, the certificate or opinion of an independent
firm of public accountants of recognized standing selected by the Board of
Directors and acceptable to the Trustee in the exercise of reasonable care
(which firm may be regular independent accountants to the Company ), shall be
conclusive evidence of the correctness of any computation made under the
provisions of this Indenture, and wherever reference is made in this Indenture
to "generally accepted accounting principles" the certificate or opinion of such

                                      -15-

<PAGE>

a firm shall be conclusive evidence thereof. The Company shall furnish to the
Trustee upon its request a copy of any such certificate or opinion.

         SECTION 3.3 Treatment of Debt Securities owned or held by the Company
in determining required percentages. For all purposes of this Indenture, in
determining whether the holders of a required percentage or proportion of the
principal amount of Debt Securities of one or more series have concurred in any
request, waiver, vote, direction or consent, Debt Securities owned or held by or
for the account or for the benefit of the Company or any other obligor under
this Indenture or any Affiliate shall be disregarded and deemed not Outstanding,
except that, for the purposes of determining whether the Trustee shall be
protected in relying on any such request, waiver, direction or consent, only
Debt Securities which the Trustee knows to be so owned or held shall be so
disregarded. Debt Securities so owned which have been pledged in good faith to
secure an obligation may be regarded as Outstanding for all such purposes, if
the Trustee receives an Officers' Certificate stating that said Debt Securities
have been so pledged, that the pledgee is entitled to vote with respect to such
Debt Securities and that the pledgee is not the Company or any other obligor on
the Debt Securities, an Affiliate of the Company or an Affiliate of such other
obligor. In case of a dispute as to such right, any decision by the Trustee
taken upon the advice of counsel shall be conclusive, and, subject to the
provisions of Section 11.1 of this Indenture, shall afford full protection to
the Trustee.

         SECTION 3.4 Remaining provisions not affected by invalidity of any
other provisions - required provisions of Trust Indenture Act of 1939 to
control. In case any one or more of the provisions contained in this Indenture
or in the Debt Securities of any series shall for any reason be held to be
invalid, illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Indenture, but
this Indenture shall be construed as if such invalid, illegal or unenforceable
provisions had never been contained herein.

         If any provision of this Indenture limits, qualifies or conflicts with
any other provision of this Indenture which is required to be included in an
indenture qualified under the Trust Indenture Act of 1939, such provision which
is so required to be included shall control. If any provisions of this Indenture
modifies or excludes any provisions of the Trust Indenture Act that may be so
modified or excluded, the latter provision shall be deemed to apply to this
Indenture as so modified or excluded, as the case may be.

         SECTION 3.5 Company released from Indenture requirements if entitled to
have Indenture cancelled. Whenever by the terms of this Indenture the Company
and the Guarantors shall be required to do or not to do anything so long as any
of the Debt Securities shall be Outstanding of any series, the Company and the
Guarantors shall, notwithstanding any such provision, not be required to comply
with such provision with respect to such series if it shall be entitled to have
this Indenture satisfied and discharged pursuant to the provisions hereof, even
though in either case the holders of any of the Debt Securities of such series
shall have failed to present and surrender such Debt Securities for payment
pursuant to the terms of this Indenture.

         SECTION 3.6 Date of execution. Although this Indenture, for convenience
and for the purpose of reference, is dated as of the date first above written,
the actual date of execution by the Company, the Guarantors and by the Trustee
is as indicated by their respective acknowledgements hereto annexed.

         SECTION 3.7 Execution of documents furnished under the Indenture.
Unless otherwise expressly provided, any order, notice, request, demand,
certificate or statement of the Company or any Guarantor required or permitted
to be made or given under any provision hereof shall be sufficiently executed if
signed by its Chairman of the Board, President or any Vice President (regardless

                                      -16-

<PAGE>

of Vice Presidential designation), and by its Chief Financial Officer,
Treasurer, any Assistant Treasurer, Secretary or any Assistant Secretary.

         SECTION 3.8 Officers' Certificate and Opinions of Counsel to be
furnished to Trustee. Upon any application, demand or request by the Company or
any Guarantor to the Trustee to take any action under any of the provisions of
this Indenture, the Company and each Guarantor, as the case may be, shall
furnish to the Trustee an Officers' Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, and an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent have been complied with
and that such action is in compliance with applicable law.

         Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture 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 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 (d) a statement as to whether or not, in
the opinion of such person, such condition or covenant has been complied with.

         Any certificate, statement or opinion of an officer of the Company and
any Guarantor may be based, insofar as it relates to legal matters, upon a
certificate or opinion of or representations by counsel, unless such officer
knows that the certificate or opinion or representations with respect to the
matters upon which his certificate, statement or opinion may be based as
aforesaid are erroneous, or in the exercise of reasonable care should know that
the same are erroneous. Any certificate, statement or opinion of counsel may be
based, insofar as it relates to factual matters, information with respect to
which is in the possession of the Company and the Guarantors, upon the
certificate, statement or opinion of or representations by an officer or
officers of the Company and the Guarantors, as the case may be, unless such
counsel knows that the certificate, statement or opinion or representations with
respect to the matters upon which his certificate, statement or opinion may be
based as aforesaid are erroneous, or in the exercise of reasonable care should
know that the same are erroneous.

         Any certificate, statement or opinion of an officer of the Company, any
Guarantor, or of counsel may be based, insofar as it relates to accounting
matters, upon a certificate or opinion of or representations by an accountant or
firm of accountants in the employ of the Company and the Guarantors, as the case
may be, unless such officer or counsel, as the case may be, knows that the
certificate or opinion or representations with respect to the accounting matters
upon which his certificate, statement or opinion may be based as aforesaid are
erroneous, or in the exercise of reasonable care should know that the same are
erroneous. Any certificate or opinion of any independent firm of public
accountants filed with the Trustee shall contain a statement that such firm is
independent.

         SECTION 3.9 Presentation of notices and demands. All notices to or
demands upon the Trustee shall be in writing and may be served or presented at
the principal office of the Trustee. Any notice to or demand upon the Company or
any Guarantor shall be deemed to have been sufficiently given or served by the
Trustee or the holders of Debt Securities, for all purposes, by being mailed by
first class mail addressed to the Company, attention of the President, at 300
WillowBrook Office Park, Fairport, New York 14450, or at such other address or
to such other counsel, as may be filed in writing by the Company with the
Trustee.

         Except as otherwise expressly provided herein, where this Indenture
provides for notice to holders of Debt Securities of any event, such notice
shall be sufficiently given to holders of Debt Securities if in writing and

                                      -17-

<PAGE>

mailed, first-class postage prepaid, to each holder of a Debt Security affected
by such event, at the address of such holder as it appears in the Debt Security
register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice.

         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 to
holders of Debt Securities by mail, then such notification as shall be made with
the approval of the Trustee shall constitute a sufficient notification for every
purpose hereunder. In any case where notice to holders of Debt Securities is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular holder of a Debt Security shall affect the
sufficiency of such notice with respect to other holders of Debt Securities.

         SECTION 3.10 Successors and assigns bound by Indenture. All the
covenants, promises and agreements in this Indenture contained by or on behalf
of the Company, the Guarantors or by or on behalf of the Trustee, shall bind and
inure to the benefit of their respective successors and assigns, whether so
expressed or not.

         SECTION 3.11 Descriptive headings for convenience only. The descriptive
headings of the several Articles of this Indenture are inserted for convenience
only and shall not control or affect the meaning or construction of any of the
provisions hereof.

         SECTION 3.12 New York law to govern. This Indenture and each Debt
Security shall be deemed to be a contract made under the laws of the State of
New York, and for all purposes shall be construed in accordance with the laws of
said jurisdiction, and the rights, obligations, duties, immunities and
limitations of rights of the Trustee shall be construed in accordance with the
laws of the State of New York.

         SECTION 3.13 Indenture may be executed in counterparts. This Indenture
may be simultaneously executed in any number of counterparts, each of which when
so executed and delivered shall be an original, but such counterparts shall
together constitute but one and the same instrument. Harris Trust and Savings
Bank, as Trustee, hereby accepts the trusts in this Indenture declared and
provided upon the terms and conditions hereinbefore set forth.

                                   ARTICLE IV

                            COVENANTS OF THE COMPANY

         The Company covenants and agrees as follows:

         SECTION 4.1 Payment of Principal and interest. The Company and each
Guarantor will for the benefit of each series of Debt Securities duly and
punctually pay or cause to be paid the principal of, premium, if any, and
interest on the Debt Securities of such series at the times and place and in the
manner specified in this Indenture, the Guarantees and in the Debt Securities of
such series. At the option of the Company, interest on the Debt Securities shall
be payable without presentation of such Debt Securities by a check to the
registered holder. Any payment of principal and any premium or interest required
to be made on an interest payment date, redemption date or at maturity which is
not a Business Day need not be made on such date, but may be made on the next
succeeding Business Day with the same force and effect as if made on such
interest payment date, redemption date or at maturity, as the case may be, and
no interest shall accrue for the period from and after such interest payment
date, redemption date or maturity.

                                      -18-

<PAGE>

         SECTION 4.2 Maintenance of office or agency. So long as any of the Debt
Securities of any series remain unpaid, the Company will at all times keep an
office or agency in New York, New York, where Debt Securities of such series may
be presented for registration of transfer and exchange as in this Indenture
provided, where notices and demands with respect to the Debt Securities and this
Indenture may be served and where the Debt Securities may be presented for
payment or, for Debt Securities of each series that is convertible, for
conversion. The principal office of the Trustee shall be the office or agency
for all of the aforesaid purposes unless otherwise provided in a supplemental
indenture or unless the Company shall maintain some other office or agency with
respect to the Debt Securities of any series for such purposes and shall give
the Trustee written notice of the location thereof. In case the Company shall
fail to maintain such office or agency, presentations may be made and notices
and demands may be served at the principal office of the Trustee.

         The Company shall keep, at said office or agency, a register or
registers in which, subject to such reasonable regulations as it may prescribe,
the Company shall register or cause to be registered Debt Securities of each
series and shall register or cause to be registered the transfer or exchange of
Debt Securities of each series as in Article II provided. Such register or
registers shall be in written form in the English language or any other form
capable of being converted into written form within a reasonable time. At all
reasonable times, such register or registers shall be open for inspection by the
Trustee.

         SECTION 4.3 Corporate existence. Subject to Article X hereof, the
Company will do or cause to be done all things necessary to preserve and keep in
full force and effect its corporate existence and the rights (charter and
statutory) and franchises of the Company and each Guarantor; provided, however,
that the Company shall not be required to preserve any such right or franchise
if the Company shall determine that the preservation thereof is no longer
desirable in the conduct of the business and its Guarantors as a whole and that
the loss thereof is not disadvantageous in any material respect to the holders
of Debt Securities.

         SECTION 4.4 Restrictions on mergers, sales and consolidations. So long
as any of the Debt Securities remain unpaid, neither the Company nor any
Guarantor will consolidate or merge with or sell, convey or lease all or
substantially all of its property to any other corporation, partnership or
limited liability company except (a) to the extent expressly permitted pursuant
to the terms of any supplemental indenture governing any series of the Debt
Securities and (b) as otherwise permitted in Article X hereof.

         SECTION 4.5 Further assurances. From time to time whenever requested by
the Trustee, the Company and the Guarantors will execute and deliver such
further instruments and assurances and do such further acts as may be reasonably
necessary or proper to carry out more effectually the purposes of this Indenture
or to secure the rights and remedies hereunder of the holders of the Debt
Securities of any series.

         SECTION 4.6 File certain reports and information with the Trustee and
the Securities and Exchange Commission - transmit to holders of Debt Securities
summaries of certain documents filed with the Trustee - furnish list of holders
of Debt Securities to the Trustee. The Company will:

                  (a) file with the Trustee, within 15 days after the Company
         files the same with the Securities and Exchange Commission, copies of
         the annual reports and of the information, documents and other reports
         which the Company may be required to file with the Securities and
         Exchange Commission pursuant to Section 13 or Section 15(d) of the
         Securities Exchange Act of 1934 (or copies of such portions thereof as
         may be prescribed by the Securities and Exchange Commission); or, if
         the Company is not required to file with the Securities and Exchange
         Commission information, documents or reports pursuant to either Section
         13 or Section 15(d) of the Securities Exchange Act of 1934, then the
         Company will file with the Trustee and will file with the Securities

                                      -19-

<PAGE>

         and Exchange Commission, in accordance with rules and regulations
         prescribed by the Securities and Exchange Commission, such of the
         supplementary and periodic information, documents and reports required
         pursuant to Section 13 of the Securities Exchange Act of 1934 in
         respect of a security listed and registered on a national securities
         exchange as may be prescribed in such rules and regulations;

                  (b) file with the Trustee and the Securities and Exchange
         Commission, in accordance with the rules and regulations prescribed
         from time to time by the Securities and Exchange Commission, such
         additional information, documents and reports with respect to
         compliance by the Company with the conditions and covenants provided
         for in this Indenture as may be required by such rules and regulations;

                  (c) transmit to the holders of Debt Securities, in the manner
         and to the extent provided in subdivision (c) of Section 11.10, such
         summaries of any information, documents and reports required to be
         filed with the Trustee pursuant to the provisions of subdivisions (a)
         and (b) of this Section 4.6 as may be required by the rules and
         regulations of the Securities and Exchange Commission; and

                  (d) furnish or cause to be furnished to the Trustee, not more
         than 15 days after each record date (but in no event less frequently
         than every six months) for the payment of interest with respect to Debt
         Securities of any series, and at such other times as the Trustee may
         request in writing, within 30 days after receipt by the Company of any
         such request, a list in such form as the Trustee may reasonably require
         containing all information in the possession or control of the Company
         or of any Paying Agent, other than the Trustee, as to the names and
         addresses of the holders of Debt Securities of such series obtained
         since the date as of which the next previous list, if any, was
         furnished; provided, that so long as the Trustee is Debt Security
         registrar for such series, no such list need be furnished. Any such
         list may be dated as of a date not more than 15 days prior to the time
         such information is furnished or caused to be furnished, and need not
         include information received after such date (excluding from any such
         list names and addresses received by the Trustee in its capacity as
         Debt Security registrar).

         SECTION 4.7 File statement by officers annually with the Trustee.
Within 120 days after the close of the fiscal year ending February 29, 2004, and
within 120 days after the close of each fiscal year thereafter, the Company will
file with the Trustee a brief certificate from the chief executive officer,
chief financial officer or treasurer as to his or her knowledge of the Company's
compliance with all conditions and covenants under this Indenture. For purposes
of this paragraph, such compliance shall be determined without regard to any
period of grace or requirement of notice provided under this Indenture.

         SECTION 4.8 Duties of Paying Agent. The Company will cause each Paying
Agent for the Debt Securities of any series other than the Trustee to execute
and deliver to the Trustee an instrument in which such agent shall agree with
the Trustee:

                  (a) that it will hold all sums held by it as such agent for
         the payment of the principal of, premium, if any, or interest on the
         Debt Securities of such series (whether such sums have been paid to it
         by the Company or by any other obligor on the Debt Securities of such
         series) in trust for the benefit of the holders of the Debt Securities
         of such series;

                  (b) that it will give the Trustee written notice of any
         failure by the Company (or by any other obligor on the Debt Securities
         of such series) to make any payment of the principal of, premium, if
         any, or interest on the Debt Securities of such series when the same
         shall be due and payable; and

                                      -20-

<PAGE>

                  (c) that it will, at any time during the continuance of any
         Event of Default with respect to such series, upon the written request
         of the Trustee, forthwith pay to the Trustee all sums so held in trust
         by such Paying Agent.

If the Company acts as its own Paying Agent for the Debt Securities of any
series, it will, on or before each due date of the principal of, premium, if
any, or interest on the Debt Securities of such series, set aside and segregate
and hold in trust for the benefit of the holders of the Debt Securities of such
series a sum sufficient to pay such principal, premium, if any, or interest and
will notify the Trustee of such action or any failure to take such action.

         Whenever the Company shall have one or more Paying Agents for any
series of Debt Securities, it will, on or before each due date of the principal
of, premium, if any, or interest on any Debt Securities of such series, deposit
with the Paying Agent or Agents for the Debt Securities of such series a sum, by
10:00 a.m. New York time in immediately available funds on the payment date,
sufficient to pay the principal, premium, if any, or interest so becoming due
with respect to the Debt Securities of such series, and (unless such paying
agent is the Trustee) the Company will promptly notify the Trustee in writing of
any failure so to act.

         The Company may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture with respect to the Debt Securities
of one or more series or for any other purpose, pay, or by Company order direct
any Paying Agent for such series to pay, to the Trustee all sums held in trust
by the Company or such Paying Agent, such sums to be held by the Trustee upon
the same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
payment.

         Anything in this Section 4.8 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 4.8 shall be subject
to the provisions of Section 6.3.

                                   ARTICLE V

                   REDEMPTION OF DEBT SECURITIES; SINKING FUND

         SECTION 5.1 Applicability of Article. Debt Securities of any series
which are redeemable before their stated maturity at the election of the Company
or through the operation of any sinking fund for the retirement of Debt
Securities of such series shall be redeemable in accordance with their terms
established pursuant to Section 2.2 and (except as otherwise established
pursuant to Section 2.2 for Debt Securities of such series) in accordance with
this Article.

         SECTION 5.2 Notice of redemption to be given to Trustee - deposit of
cash (or other form of payment) with Trustee - selection by Trustee of Debt
Securities to be redeemed. Not less than 30 days (or such lesser number of days
as the Trustee shall approve) nor more than 60 days (or such greater number of
days as the Trustee shall approve) prior to the date fixed by the Company for
the redemption at the option of the Company of any Debt Securities of any series
which are subject to redemption or portions thereof, the Company shall give
written notice, by delivering a Company Order to the Trustee, stating the
aggregate principal amount of Debt Securities of such series which the Company
elects to redeem and the date and place fixed for redemption, that the Company,
in the case of any redemption of Debt Securities subject to any restrictions on
such redemption provided in the terms of Debt Securities of such series
established pursuant to Section 2.2 or elsewhere in this Indenture, is in
compliance with such restrictions. On or before 10:00 a.m. New York time of the
date fixed for redemption, the Company shall deposit with the Trustee or the
Paying Agent money in immediately available funds on such redemption date (or

                                      -21-

<PAGE>

other form of payment if permitted by the terms of such Debt Securities) in an
amount sufficient to redeem on the date fixed for redemption all the Debt
Securities of such series or portions thereof to be redeemed, other than any
Debt Securities of such series called for redemption on such date which have
been converted prior to the date of such deposit, at the appropriate redemption
price, together with any accrued interest to the date fixed for redemption. If
less than all the Debt Securities then Outstanding of such series are to be
redeemed, the Trustee shall select, substantially pro rata or by lot, in such
manner as it shall deem appropriate and fair, in its sole discretion, the
numbers of the Debt Securities to be redeemed as a whole or in part, and shall
thereafter promptly notify the Company in writing of the numbers of the Debt
Securities to be redeemed; provided, however, that Debt Securities of such
series registered in the name of the Company shall be excluded from any such
selection for redemption until all Debt Securities of such series not so
registered shall have been previously selected for redemption. For the purpose
of such selection in case of redemption of less than all of the Debt Securities
of any series, the Trustee and the Company shall have the option to treat as
Outstanding Debt Securities any Debt Securities of such series which are
surrendered for conversion after the fifteenth day immediately preceding the
mailing of the notice of such redemption, and need not treat as Outstanding Debt
Securities any Debt Securities authenticated and delivered during such period in
exchange for the unconverted portion of any Debt Securities converted in part
during such period. In case any series of Debt Securities shall be redeemed in
part only, the notice of redemption shall specify the principal amount thereof
to be redeemed and shall state that, upon surrender thereof for redemption, a
new Debt Security or new Debt Securities of the same series of an aggregate
principal amount equal to the unredeemed portion of such Debt Security will be
issued in lieu thereof; and in such case the Company shall execute and the
Trustee or the Authenticating Agent shall authenticate and deliver such new Debt
Security or Debt Securities of such series to or upon the written order of the
holder of Debt Securities, at the expense of the Company. Provisions of this
Indenture that apply to Debt Securities called for redemption also apply to
portions of Debt Securities called for redemption.

         Upon or after the receipt of such notice, the Trustee, in the name of
the Company and as its agent, shall mail by first-class mail, postage prepaid,
to each registered holder of a Debt Security to be redeemed in whole or in part
at his last address appearing on the registration books of the Company, a notice
of redemption. Such notice of redemption shall identify the Debt Securities to
be so redeemed in whole or in part and whether such Debt Securities are to be
redeemed in whole or in part and shall state: (i) the date fixed for redemption;
(ii) the redemption price at which Debt Securities are to be redeemed and method
of payment, if other than in cash; (iii) if applicable, the current conversion
price or rate; (iv) if applicable, that the right of the holder of Debt
Securities to convert Debt Securities called for redemption shall terminate at
the close of business on the date fixed for redemption (or such other day as may
be specified as contemplated by Section 2.2 for Debt Securities of any series);
(v) if applicable, that holders of Debt Securities who want to convert Debt
Securities called for redemption must satisfy the requirements for conversion
contained in such Debt Securities; (vi) that, subject to Section 13.4, interest,
if any, accrued to the date fixed for redemption will be paid as specified in
said notice and that on and after said date interest thereon shall cease to
accrue; (vii) the provision of the Debt Security or this Indenture under which
the redemption is being made; and (viii) that the Company so elects to redeem
such Debt Securities or portions thereof at the place or places specified in
such notice. Such notice shall be mailed not later than the tenth, and not
earlier than the sixtieth, day before the date fixed for redemption. Any notice
which is mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the holder receives such notice; and
failure duly to give such notice by mail, or any defect in such notice, to the
holder of any series of Debt Securities designated for redemption as a whole or
in part shall not affect the validity of the proceedings for the redemption of
any other Debt Security.

         The Company shall pay to the Trustee the cost of mailing notices of
redemption and any other necessary expenses incurred by the Trustee in
connection therewith.

                                      -22-

<PAGE>

         SECTION 5.3 Debt Securities called for redemption to become due -
rights of holders of redeemed Debt Securities - return of funds on conversion.
The notice of election to redeem having been mailed as hereinbefore provided,
the Debt Securities or portions thereof called for redemption shall become due
and payable on the redemption date at the applicable redemption price, together
with interest accrued to the date fixed for redemption, at the place or places
specified in such notice, and if cash (or other form of payment if permitted by
the terms of such Debt Securities) in the amount necessary to redeem such Debt
Securities or portions thereof has been deposited with the Trustee, interest on
such Debt Securities or portions thereof shall cease to accrue from and after
the date fixed for redemption (unless the Company shall default in the payment
of the redemption price, plus accrued interest, if any) and the right to convert
such Debt Securities or portions thereof, if the terms of such Debt Securities
provide for conversion pursuant to Section 2.2, shall terminate at the close of
business on the date fixed for redemption or such other day as may be specified
as contemplated by Section 2.2 for Debt Securities of such series. The
respective registered holders of Debt Securities or portions thereof so called
for redemption shall be entitled to receive payment of the applicable redemption
price, together with interest accrued to the date fixed for redemption on or
after the date fixed for redemption (unless the Company shall default in the
payment of the redemption price, plus accrued interest, if any), upon
presentation and surrender at the place or places of payment specified in such
notice. Notwithstanding the foregoing, subject to Section 13.4, if the record
date for payment of interest is on or prior to the redemption date, such
interest shall be payable to the persons who are holders of such Debt Securities
on such record date according to the terms of such Debt Securities and Section
2.12.

         If any series of Debt Securities called for redemption pursuant to
Section 5.1 is converted pursuant to Article XIII, any monies deposited with the
Trustee for the purpose of paying or redeeming any such Debt Security shall be
promptly paid to the Company.

         SECTION 5.4 Credits against sinking fund. Against any one or more
sinking fund payments to be made pursuant to the terms of the Debt Securities of
any series providing for a sinking fund, the Company may elect, by delivery of
an Officers' Certificate to the Trustee, at least 45 days prior to the sinking
fund payment date (or such shorter period as may be acceptable to the Trustee or
is otherwise specified as contemplated by Section 2.2 for Debt Securities of any
series), to take credit for any Debt Securities of such series or portions
thereof acquired or redeemed by the Company, pursuant to the terms of such Debt
Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Debt Securities, which have not
previously been used by the Company for the purposes permitted in this Section
5.4 and for any Debt Securities which have been converted pursuant to the terms
of such Debt Securities. Such Debt Securities shall be received and credited for
such purpose by the Trustee at the redemption price specified in such Debt
Securities for redemption through operation of the sinking fund and the amount
of such sinking fund payment shall be reduced accordingly. Upon any such
election the Company shall receive credit against such sinking fund payments
required to be made in the order in which they are to be made. Any series of
Debt Securities for which credit is elected to be taken which shall not
theretofore have been delivered to the Trustee for cancellation shall at the
time of such election be delivered to the Trustee for cancellation by the
Trustee.

         SECTION 5.5 Redemption through sinking fund. Each sinking fund payment
made under the terms of the Debt Securities of any series established pursuant
to Section 2.2 shall be applied to the redemption of Debt Securities of such
series on the date for redemption specified in the Debt Securities of such
series next succeeding such sinking fund payment date; provided, however, if at
any time the amount of cash to be paid into the sinking fund for such series on
the next succeeding such sinking fund payment date; provided, however, if at any
time the amount of cash to be paid into the sinking fund for such series on the
next succeeding sinking fund payment date, together with any unused balance of
any preceding sinking fund payment or payments for such series, shall not exceed
in the aggregate $10,000, the Trustee, unless requested by the Company, shall

                                      -23-

<PAGE>

not give notice of the redemption of Debt Securities of such series through the
operation of the sinking fund on the succeeding date for redemption specified in
the Debt Securities of such series. At least 45 days (or such lesser number of
days as the Trustee shall approve) prior to the date on which a sinking fund
payment with respect to the Debt Securities of any series is due, the Company
shall give written notice to the Trustee of the principal amount of Debt
Securities of such series registered in the name of the Company (which shall be
excluded from such redemption) and the Trustee shall select, substantially pro
rata or by lot, in such manner as it shall deem appropriate and fair, the
principal amount of Debt Securities of such series to be redeemed in accordance
with the terms of the Debt Securities of such series after allowance for any
credit elected under Section 5.4 and shall, in the name and at the expense of
the Company and as its agent, give notice of such redemption, all in the manner
provided for in Section 5.2, except that such notice shall state that the Debt
Securities of such series are being redeemed for the sinking fund. The notice of
redemption having been mailed as hereinbefore provided, the Debt Securities or
portions thereof called for redemption shall become due and payable on the next
succeeding date for redemption specified in the Debt Securities of such series
at the sinking fund redemption price thereof, all in the manner and with the
effect provided for in Section 5.3.

         Any sinking fund payment not so required to be applied to the
redemption of Debt Securities of any series on the date for redemption specified
in the Debt Securities of such series next succeeding any sinking fund payment
date may, at the direction of the Company as evidenced by a Company Order, be
applied by the Trustee prior to the forty-fifth day preceding the next following
sinking fund payment date for such series, in such manner and from time to time,
in such amount as the Company may direct the Trustee in writing, so far as such
moneys shall be adequate, to the purchase for the sinking fund of Debt
Securities of such series or portions thereof, in the open market, from the
Company or otherwise, at prices (exclusive of accrued interest and brokerage
commissions) not in excess of the sinking fund redemption price for such series.
The Company agrees to pay to the Trustee, upon request, accrued interest and
brokerage commissions paid by the Trustee with respect to any Debt Securities of
such series so purchased by the Trustee and such accrued interest and brokerage
commissions shall not be charged against the sinking fund for such series.

         Any unused balance of sinking fund moneys with respect to Debt
Securities of any series remaining in the hands of the Trustee on the
forty-fifth day preceding the sinking fund payment date for such series in any
year shall be added to any sinking fund payment for such series to be made in
cash in such year, and together with such payment, if any, shall be applied to
the redemption or purchase of Debt Securities of such series in accordance with
the provisions of this Section 5.5, provided that any sinking fund moneys so
remaining in the hands of the Trustee after the date specified in the Debt
Securities of such series and not utilized in the purchase of Debt Securities of
such series as provided in this Section 5.5 shall be applied by the Trustee to
the payment of Debt Securities at maturity.

         SECTION 5.6 Debt Securities no longer Outstanding after notice to
Trustee and deposit of cash. If the Company, having given notice to the Trustee
as provided in Section 5.1 or 5.2, shall have deposited with the Trustee or the
Paying Agent, for the benefit of the holders of any Debt Securities of any
series or portions thereof called for redemption in whole or in part cash or
other form of payment if permitted by the terms of such Debt Securities (which
amount shall be immediately due and payable to the holders of such Debt
Securities or portions thereof) in the amount necessary so to redeem all such
Debt Securities or portions thereof on the date fixed for redemption and
provision satisfactory to the Trustee shall have been made for the giving of
notice of such redemption, such Debt Securities, or portions thereof, shall
thereupon, for all purposes of this Indenture, be deemed to be no longer
Outstanding, and the holders thereof shall be entitled to no rights thereunder
or hereunder, except the right to receive payment of the applicable redemption
price, together with interest accrued to the date fixed for redemption, on or
after the date fixed for redemption of such Debt Securities or portions thereof
and the right to convert such Debt Securities or portions thereof, if the terms

                                      -24-

<PAGE>

of such Debt Securities provide for convertibility pursuant to Section 2.2, at
or prior to the close of business on the date fixed for redemption.

         SECTION 5.7 Conversion arrangement on call for redemption. In
connection with any redemption of Debt Securities, the Company may arrange for
the purchase and conversion of any Debt Securities called for redemption by an
agreement with one or more investment bankers or other purchasers to purchase
such Debt Securities by paying to the Trustee or the Paying Agent in trust for
the holders of Debt Securities, on or before 10:00 a.m. New York time on the
redemption date, an amount no less than the redemption price, together with
interest, if any, accrued to the redemption date of such Debt Securities, in
immediately available funds. Notwithstanding anything to the contrary contained
in this Article V, the obligation of the Company and the Guarantors to pay the
redemption price of such Debt Securities, including all accrued interest, if
any, shall be deemed to be satisfied and discharged to the extent such amount is
so paid by such purchasers. If such an agreement is entered into, any Debt
Securities not duly surrendered for conversion by the holders thereof may, at
the option of the Company, be deemed, to the fullest extent permitted by law,
acquired by such purchasers from such holders and (notwithstanding anything to
the contrary contained in Article XIII) surrendered by such purchasers for
conversion, all as of immediately prior to the close of business on the last day
on which Debt Securities of such series called for redemption may be converted
in accordance with this Indenture and the terms of such Debt Securities, subject
to payment of the above amount aforesaid. The Trustee or the Paying Agent shall
hold and pay to the holders of Debt Securities whose Debt Securities are
selected for redemption any such amount paid to it in the same manner as it
would moneys deposited with it by the Company for the redemption of Debt
Securities. Without the Trustee's and the Paying Agent's prior written consent,
no arrangement between the Company and such purchasers for the purchase and
conversion of any Debt Securities shall increase or otherwise affect any of the
powers, duties, responsibilities or obligations of the Trustee as set forth in
this Indenture, and the Company agrees to indemnify the Trustee from, and hold
it harmless against, any loss, liability or expense arising out of or in
connection with any such arrangement for the purchase and conversion of any Debt
Securities between the Company and such purchasers, including the costs and
expenses incurred by the Trustee and the Paying Agent in the defense of any
claim or liability arising out of or in connection with the exercise or
performance of any of its powers, duties, responsibilities or obligations under
this Indenture.

                                   ARTICLE VI

                     SATISFACTION AND DISCHARGE OF INDENTURE

         SECTION 6.1 Satisfaction and discharge of Indenture with respect to
Debt Securities of any series. If (a) the Company shall deliver to the Trustee
for cancellation all Debt Securities of any series theretofore authenticated
(other than any such Debt Securities which shall have been destroyed, lost or
stolen and in lieu of or in substitution for which other such Debt Securities
shall have been authenticated and delivered or Debt Securities for whose payment
money (or other form of payment if permitted by the terms of such Debt
Securities) has theretofore been held in trust and thereafter repaid to the
Company, as provided in Section 6.3) and not theretofore cancelled, or (b) the
Company shall irrevocably deposit (subject to Section 6.3) with the Trustee or
Paying Agent as trust funds the entire amount in cash or U.S. Government
Obligations sufficient to pay at maturity or upon redemption all of the Debt
Securities of such series (other than any Debt Securities which shall have been
destroyed, lost or stolen and in lieu of or in substitution for which other Debt
Securities shall have been authenticated and delivered or Debt Securities for
whose payment money (or other form of payment if permitted by the terms of such
Debt Securities) has theretofore been held in trust and thereafter repaid to the
Company, as provided in Section 6.3) not theretofore paid, surrendered or
delivered to the Trustee for cancellation, including the principal, premium, if
any, and interest due or to become due to such date of maturity or redemption
date, as the case may be, and if in either case the Company shall also pay or
cause to be paid all other sums payable hereunder by the Company and the Company

                                      -25-

<PAGE>

shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel,
each stating that in the opinion of the signers all conditions precedent to the
satisfaction and discharge of this Indenture with respect to the Debt Securities
of such series have been complied with (and, in the event that such deposit
shall be made more than one year prior to the maturity of the Debt Securities of
such series, such Opinion of Counsel shall also state that such deposit will not
result in an obligation of the Company, the Trustee or the trust fund created by
such deposit to register as an investment company under the Investment Company
Act of 1940, as amended) and a certificate (upon which the Trustee may rely) of
a firm of independent public accounts of recognized national standing selected
by the Board of Directors (who may be the regular accountants employed by the
Company) stating that the cash, if any, and U.S. Government Obligations, if any,
deposited as set forth above are sufficient to pay at maturity or upon
redemption all of the Debt Securities of such series as set forth above, then,
except with respect to the remaining rights of conversion of any Debt Securities
the terms of which provide for conversion (which shall continue in full force
and effect pursuant to the terms set forth in Article XIII to the extent
provided for in such terms) or to rights of exchange or registration of transfer
or of the Company's right of optional redemption of any Debt Securities of such
series, this Indenture shall cease to be of further effect with respect to the
Debt Securities of such series, and the Trustee, on demand of and at the cost
and expense of the Company, shall execute proper instruments acknowledging
satisfaction of and discharging this Indenture with respect to the Debt
Securities of such series. Notwithstanding the satisfaction and discharge of
this Indenture with respect to the Debt Securities of such series, the
obligations of the Company and the Guarantors to the Trustee under Section 11.2
shall survive, and if moneys or U.S. Government Obligations shall have been
irrevocably deposited with the Trustee or Paying Agent pursuant to clause (b) of
this Section, the obligations of the Trustee under Section 6.2 and the first
paragraph of Section 6.3 shall survive.

         In order to have money available on a payment date to pay the principal
of, premium, if any, or interest, if any, on the Debt Securities, the U.S.
Government Obligations shall be payable as to principal or interest on or before
such payment date in such amounts as will provide the necessary money. Such U.S.
Government Obligations shall not be callable at the issuer's option.

         SECTION 6.2 Deposits for payment or redemption of Debt Securities to be
held in trust. Subject to the provisions hereinafter contained in this Article
VI, any moneys or U.S. Government Obligations (or other form of payments if
permitted by the terms of such Debt Security) which at any time shall be
deposited by the Company, or on its behalf with the Trustee or Paying Agent, for
the purpose of paying or redeeming any of the Debt Securities of any series
shall be held in trust and applied by the Trustee to the payment to the holders
of the particular Debt Securities for the payment or redemption of which such
moneys (or other form of payments if permitted by the terms of such Debt
Security) have been deposited, of all sums due and to become due thereon for
principal, premium, if any, and interest, upon presentation and surrender of
such Debt Securities at the office or agency of the Company maintained as
provided in this Indenture. Neither the Company nor the Trustee (except as
provided in Section 11.2) nor any Paying Agent shall be required to pay interest
on any moneys so deposited.

         SECTION 6.3 Repayment of moneys. Any moneys or U.S. Government
Obligations deposited with the Trustee or any Paying Agent remaining unclaimed
by the holders of Debt Securities for two years after the date upon which the
principal of or interest on such Debt Securities shall have become due and
payable, shall (unless otherwise required by mandatory provisions of applicable
escheat or abandoned or unclaimed property law) be repaid to the Company by the
Trustee or Paying Agent and such holders shall (unless otherwise required by
mandatory provisions of applicable escheat or abandoned or unclaimed property
law) thereafter be entitled to look to the Company only for payment thereof;
provided, however, that, before being required to make any such payment to the
Company, the Trustee or Paying Agent may, at the expense and written direction
of the Company, cause to be published once, in an Authorized Newspaper, a notice

                                      -26-

<PAGE>

that such moneys remain unclaimed and that, after the date set forth in said
notice, the balance of such moneys then unclaimed will be returned to the
Company.

         Upon satisfaction and discharge of this Indenture, all moneys then held
by any Paying Agent other than the Trustee hereunder shall, upon demand of the
Company, be repaid to it and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.

         The Trustee or any Paying Agent shall deliver or pay to the Company
from time to time upon a request in writing by the Company any moneys or U.S.
Government Obligations (or the principal or interest on such U.S. Government
Obligations) held by it as provided in Section 6.1 which, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof to the Trustee, are then in excess of the amount
thereof which then would have been required to be deposited for the purpose for
which such money or U.S. Government Obligations were deposited or received.

                                  ARTICLE VII

                              REMEDIES UPON DEFAULT

         SECTION 7.1 Events of Default defined -- acceleration of maturity upon
default -- waiver of default after acceleration. The following events are hereby
defined for all purposes of this Indenture (except where the term is otherwise
defined for specific purposes) as Events of Default with respect to Debt
Securities of a particular series, unless it is either inapplicable to a
particular series or is specifically deleted or modified as contemplated by
Section 2.2 for the Debt Securities of such series, in addition to any other
events as may be defined as Events of Default pursuant to Section 2.2 for the
Debt Securities of such series:

                  (a) Failure of the Company to pay or provide for payment of
         the principal of or premium, if any, on any of the Debt Securities of
         such series, when and as the same shall become due and payable, whether
         at maturity thereof, by call for redemption, through any mandatory
         sinking fund, by redemption at the option of the holder of any series
         of Debt Securities pursuant to the terms of such Debt Security, by
         declaration of acceleration or otherwise; or

                  (b) Failure of the Company to pay or provide for payment of
         any installment of interest on any of the Debt Securities of such
         series, when and as the same shall become due and payable, which
         failure shall have continued for a period of 30 days; or

                  (c) Failure of the Company or the Guarantors to perform or
         observe any other of the covenants or agreements on the part of the
         Company or the Guarantors in this Indenture or in the Debt Securities
         of such series (other than a covenant or agreement which has expressly
         been included in this Indenture solely for the benefit of Debt
         Securities of any series other than that series or is expressly made
         inapplicable to the Debt Securities of such series pursuant to Section
         2.2) or in the Guarantees, which failure shall have continued for a
         period of 90 days after written notice by certified or registered mail
         given to the Company or the Guarantors, as the case may be, by the
         Trustee hereunder or to the Company and to the Trustee from the holders
         of not less than 25% of the aggregate principal amount of Debt
         Securities then Outstanding of such series under this Indenture
         specifying such Event of Default or failure and requesting that it be
         remedied and stating that such notice is a notice of an event which, if
         continued for 90 days after such written notice, will become an Event
         of Default;

                                      -27-

<PAGE>

                  (d) The institution by the Company of proceedings to be
         adjudicated a bankrupt or insolvent, or the consent by it to the
         institution of bankruptcy or insolvency proceedings against it, or the
         filing by it of a petition or answer or consent seeking relief under
         any Bankruptcy Law or the consent by it to the institution of
         proceedings thereunder or consent by it to the filing of any such
         petition or to the appointment of a receiver, liquidator, assignee,
         trustee, custodian, sequestrator (or other similar official) of the
         Company or of any substantial part of its property, or the making by
         the Company of an assignment for the benefit of creditors, or the
         admission by the Company in writing of its inability to pay its debts
         generally as they become due;

                  (e) The entry of a decree or order by a court having
         jurisdiction for relief in respect of the Company, or adjudging the
         Company a bankruptcy or insolvent, or approving as properly filed a
         petition seeking reorganization, arrangement, adjustment or composition
         of or in respect of the Company under any Bankruptcy Law or appointing
         a receiver, liquidator, assignee, trustee, sequestrator (or other
         similar official) of the Company or of any substantial part of its
         property, or ordering the winding-up or liquidation of its affairs, and
         the continuance of any such decree or order unstayed and in effect for
         a period of 180 consecutive days; or

                  (f) any Guarantee of any Guarantor that is a Significant
         Subsidiary shall for any reason cease to be, or be asserted in writing
         by any such Guarantor thereof or the Company not to be, in full force
         and effect and enforceable in accordance with its terms (other than by
         reason of the termination of this Indenture or the release of any such
         Guarantee in accordance with this Indenture), provided, however, that
         if the Company or any Guarantor asserts in writing that any Guarantee
         is not in full force and effect and enforceable in accordance with its
         terms, such assertion shall not constitute an Event of Default for
         purposes of this subsection (f) if (i) such written assertion is
         accompanied by an Opinion of Counsel to the effect that, as a matter of
         law, the defect or defects rendering such Guarantee unenforceable can
         be remedied within 10 days of the date of such assertion, (ii) the
         Company or such Guarantor delivers an Officers' Certificate to the
         effect that the Company or such Guarantor represents that such defect
         or defects shall be so remedied within such 10-day period, and (iii)
         such defect or defects are in fact so remedied within such 10-day
         period: and provided, further, that notwithstanding anything to the
         -------- ------- contrary in this subsection (f), any reduction in the
         maximum amount of any such Guarantee in accordance with Article V shall
         not be an Event of Default hereunder.

         If one or more Events of Default shall occur and be continuing with
respect to Debt Securities then Outstanding of any series, then, and in each and
every such case, either the Trustee, by notice in writing to the Company, or the
holders of not less than 25% in aggregate principal amount of the Debt
Securities then Outstanding of such series, by notice in writing to the Company
and to the Trustee, may declare the principal amount (or, if the Debt Securities
of such series are Original Issue Discount Securities, such portion of the
principal amount as may be specified in the terms of the Debt Securities of such
series) of all Debt Securities of such series and/or such other amount or
amounts as the Debt Securities or supplemental indenture with respect to such
series may provide, if not already due and payable, to be immediately due and
payable; and upon any such declaration all Debt Securities of such series shall
become and be immediately due and payable, anything in this Indenture or in any
of the Debt Securities of such series contained to the contrary notwithstanding.
This provision, however, is subject to the condition that if, at any time after
the principal of (and/or such other specified amount on) the Debt Securities of
such series shall so become due and payable, and before any judgement or decree
for the payment of the moneys due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a
sum sufficient to pay all matured installments of interest upon all the Debt
Securities of such series and the principal of (and/or such other specified
amount) and premium, if any, on any and all Debt Securities of such series which
shall have become due otherwise than by acceleration, with interest on such

                                      -28-

<PAGE>

principal (and/or such other specified amount) and premium, if any, and (to the
extent that payment of such interest is enforceable under applicable law) on any
overdue installment of interest, at the rate specified in the Debt Securities of
such series (or, if no such rate is specified, at the rate borne by the Debt
Securities of such series), to the date of such payment or deposit, and the
reasonable compensation and expenses of the Trustee, and any and all defaults
under this Indenture with respect to the Debt Securities of such series, other
than the nonpayment of principal of (and/or such other specified amount) or
premium, if any, and accrued interest on Debt Securities of such series which
shall have become due by acceleration, shall have been remedied, then and in
every such case the Trustee shall, upon written request or consent of the
holders of a majority in aggregate principal amount of the Debt Securities then
Outstanding of such series delivered to the Company and to the Trustee, waive
such default and its consequences and rescind or annul such declaration and its
consequences, but no such waiver, rescission or annulment shall extend to or
affect any subsequent default, or impair any right consequent thereon.

         For all purposes under this Indenture, if the portion of the principal
amount as may be specified in the terms of any Original Issue Discount
Securities shall have been accelerated and declared due and payable pursuant to
the provisions hereof, then, from and after such declaration, unless such
declaration has been rescinded and annulled, payment of such portion of the
principal amount thereof, together with interest, if any, thereon and all other
amounts owing thereunder, shall constitute payment in full of such Original
Issue Discount Securities.

         SECTION 7.2 Covenant of Company to pay to Trustee whole amount due on
default in payment of Principal or interest - Trustee may recover judgment for
whole amount due - application of moneys received by the Trustee. In case the
Company or any Guarantor shall commit an Event of Default with respect to the
Debt Securities of any series described in Section 7.1(a) or (b) or any
Guarantee, then, upon demand of the Trustee, the Company and the Guarantors
shall pay to the Trustee, for the benefit of the holders of the Debt Securities
then Outstanding of such series, the whole amount which then shall have become
due on all such Debt Securities of such series for principal, premium, if any,
and interest, with interest on the overdue principal and premium, if any, and
(to the extent that payment of such interest is enforceable under applicable
law) upon overdue installments of interest, at the rate specified in the Debt
Securities of such series (or, if no such rate is specified, at the rate borne
by the Debt Securities of such series), and in addition thereto, such additional
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, liabilities, disbursements and
advances of the Trustee, any predecessor Trustee, their agents and counsel. In
case the Company or the Guarantors shall pay the same in accordance with the
provisions of this Section 7.2 and, prior to such payment neither the Trustee
nor the holders of the Debt Securities then Outstanding of such series shall
have taken any steps to begin enforcing their rights under this Indenture and so
long as no additional Event of Default with respect to the Debt Securities of
such series shall have occurred, from and after such payment, the Event of
Default giving rise to the demand by the Trustee pursuant to this Section 7.2
shall be deemed to be no longer continuing and shall be deemed to have thereupon
been remedied, cured or waived without further action upon the part of either
the Trustee or any of the holders of Debt Securities. In case the Company or the
Guarantors shall fail to pay the same forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, may institute any judicial
proceedings at law or in equity for the collection of the sums so due and unpaid
and may prosecute such proceedings to judgment or final decree, and may enforce
the same against the Company or the Guarantors or any other obligor upon the
Debt Securities of such series and collect the moneys adjudged or decreed to be
payable in the manner provided by law out of the property of the Company or the
Guarantors or any other obligor upon the Debt Securities of such series,
wherever situated. The right of the Trustee to recover such judgment shall not
be affected by the exercise of any other right, power or remedy for the
enforcement of the provisions of this Indenture.

                                      -29-

<PAGE>

         In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other
judicial proceeding relative to the Company, the Guarantors or any other obligor
upon the Debt Securities or the property of the Company, the Guarantors or of
such other obligor or their creditors, the Trustee (irrespective of whether the
principal of any Debt Securities shall then be due and payable as therein
expressed or by declaration of acceleration or otherwise and irrespective of
whether the Trustee shall have made any demand on the Company for the payment of
overdue principal or interest) shall be entitled and empowered to file and prove
a claim for the whole amount of principal, premium, if any, and interest owing
and unpaid in respect of the Debt Securities of any series for which it serves
as Trustee and to file such 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, any predecessor Trustee, their agents and counsel) and of the holders
of Debt Securities of such series allowed in such judicial proceeding, and to
receive payment of or on account of such claims and to distribute the same after
the deduction of its charges and expenses; and any receiver, assignee, trustee,
liquidator, sequestrator (or other similar official) in any judicial proceeding
is hereby irrevocably authorized and instructed by each of the holders of Debt
Securities of such series 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 of Debt Securities of such series, to pay to the Trustee any amount
due it or any predecessor Trustee, for compensation and expenses, including
counsel fees incurred up to the date of such distribution. Nothing contained in
this Indenture shall be deemed to give to the Trustee any right to accept or
consent to any plan of reorganization, arrangement, adjustment or composition
affecting the holders of Debt Securities or the rights of any holder of Debt
Securities, or to authorize the Trustee to vote in respect of the claim of any
holder of Debt Securities in any such proceeding; provided, however, that the
Trustee may, on behalf of the holders of Debt Securities, vote for the election
of a trustee in bankruptcy or similar official and may be a member of any
creditors' committee.

         Any moneys or property received by the Trustee under this Section 7.2
shall be applied in the following order, at the date or dates fixed by the
Trustee and, in case of the distribution of such moneys or property on account
of principal, premium, if any, or interest, upon presentation of the several
Debt Securities of the series in respect of which such moneys were received, and
stamping thereon the payment, if only partially paid, and upon surrender thereof
if fully paid:

                  First: To the payment of costs and expenses of collections,
         and reasonable compensation to the Trustee, its agents, attorneys and
         counsel, and all advances made and expenses and liabilities incurred by
         the Trustee, except as a result of its negligence or bad faith and all
         other amounts owing to the Trustee or any predecessor Trustee pursuant
         to Section 11.2 hereof;

                  Second: In case the principal of the Outstanding Debt
         Securities in respect of which such moneys were received shall not have
         become due and be unpaid, to the payment of interest on such Debt
         Securities, in the order of the maturity of the installments of such
         interest, with interest (so far as may be lawful) upon the overdue
         installments of interest at the rate specified in such Debt Securities
         (or, if no such rate is specified, at the rate borne by the Debt
         Securities of such series), such payments to be made ratably to the
         persons entitled thereto;

                  Third: In case the principal of the Outstanding Debt
         Securities in respect of which such moneys were received and/or such
         other amount or amounts as the Debt Securities or supplemental
         indenture with respect to such series shall provide, shall have become
         due, by declaration or otherwise, to the payment of the whole amount
         then owing and unpaid upon such Debt Securities for principal (and/or
         such other specified amount), premium, if any, and interest, with
         interest on the overdue principal (and/or such other specified amount),
         premium, if any, and (so far as may be lawful) upon overdue
         installments of interest, at the rate specified in such Debt Securities

                                      -30-

<PAGE>

         (or, if no such rate is specified, at the rate borne by the Debt
         Securities of such series), and in case such moneys shall be
         insufficient to pay in full the whole amount so due and unpaid upon
         such Debt Securities, then to the payment of such principal (and/or
         such other specified amount), premium, if any, and interest, with
         interest on the overdue principal (and/or such other specified amount),
         premium, if any, and (so far as may be lawful) upon overdue
         installments of interest, at the rate specified in such Debt Securities
         (or, if no such rate is specified, at the rate borne by the Debt
         Securities of such series), without preference or priority of principal
         (and/or such other specified amount) and premium, if any, over
         interest, or of interest over principal (and/or specified amount) and
         premium, if any, or of any installment of interest over any other
         installment of interest, or of any such Debt Security over any other
         such Debt Security, ratably to the aggregate of such principal (and/or
         such other specified amount), premium, if any, and accrued and unpaid
         interest; and

                  Fourth: To the payment of the remainder, if any, to the
         Company, its successors or assigns, or to whomever may be so lawfully
         entitled to receive the same, or as a court of competent jurisdiction
         may direct.

         SECTION 7.3 Trustee may enforce rights of action without possession of
Debt Securities. All rights of action under this Indenture or any of the Debt
Securities Outstanding of any series hereunder enforceable by the Trustee may be
enforced by the Trustee without the possession of any of the Debt Securities or
the production thereof at the trial or other proceedings relative thereto, and
any such suit or proceeding instituted by the Trustee shall be brought for the
ratable benefit of the holders of the Debt Securities with respect to which the
rights are being exercised, subject to the provisions of this Indenture.

         SECTION 7.4 Delays or omissions not to impair any rights or powers
accruing upon default. No delay or omission of the Trustee or of the holders of
Debt Securities to exercise any rights or powers accruing upon any default which
shall not have been remedied shall impair any such right or power, or shall be
construed to be a waiver of any such default or acquiescence therein; and every
power and remedy given by this Article VII to the Trustee and the holders of the
Debt Securities of any series may be exercised from time to time and as often as
may be deemed expedient by the Trustee or by the holders of the Debt Securities
of such series.

         SECTION 7.5 In Event of Default Trustee may protect and enforce its
rights by appropriate proceedings - holders of majority in aggregate Principal
amount of Debt Securities of a series may waive default. If any one or more
Events of Default shall happen and be continuing, the Trustee may, in its
discretion, proceed to protect and enforce the rights vested in it by this
Indenture by such appropriate judicial proceedings as the Trustee, being advised
by its counsel, shall deem most effectual to protect and enforce any of said
rights, either by suit in equity or by action at law or by proceeding in
bankruptcy or otherwise, whether for the specific performance of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other legal or equitable right
vested in the Trustee by this Indenture or by law.

         Provided the Debt Securities of any series shall not then be due and
payable by reason of a declaration pursuant to Section 7.1 hereof, the holders
of a majority in aggregate principal amount of the Debt Securities of such
series then Outstanding may on behalf of the holders of all of the Debt
Securities of such series waive by written notice any past default hereunder and
its consequences, except a default in the payment of interest on or principal
and premium, if any, of any of the Debt Securities of such series. In the case
of any such waiver, the Company, the Guarantors, the Trustee and the holders of
the Debt Securities of such series shall be restored to their former positions
and rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other default or impair any right consequent thereon.

                                      -31-

<PAGE>

         SECTION 7.6 Holders of majority in aggregate principal amount of Debt
Securities of any series may direct exercise of remedies. The holders of a
majority in aggregate principal amount of the Debt Securities then Outstanding
of any series shall have the right, by an instrument in writing executed and
delivered to the Trustee, to direct the time, method and place of conducting any
proceedings for any remedy available to the Trustee, or of exercising any power
or trust conferred upon the Trustee under this Indenture, with respect to the
Debt Securities of such series; provided, however, that subject to the
provisions of Section 11.1 of this Indenture, the Trustee shall have the right
to decline to follow any such direction if the Trustee, being advised by
counsel, determines that the action or proceedings so directed may not lawfully
be taken or if the Trustee in good faith shall, by Responsible Officers,
determine that the action or proceedings so directed would involve the Trustee
in personal liability, or would be unduly prejudicial to the holders of the Debt
Securities of such series not joining in such direction, it being understood
that the Trustee (subject to Section 11.1) shall have no duty to ascertain
whether or not such actions or forbearances are unduly prejudicial to such
holders, and the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

         SECTION 7.7 Limitation on suits by holders of Debt Securities. No
holder of any Debt Security of any series shall have the right to institute any
suit, action or proceeding, in equity or at law for the execution of any trust
or power hereof, or for the enforcement of any other remedy under or upon this
Indenture or the Debt Securities of such series, unless the holders of a
majority in aggregate principal amount of the Debt Securities then Outstanding
of such series shall have made written request upon the Trustee and shall have
afforded to it a reasonable opportunity either to proceed to exercise the powers
hereinbefore granted or to institute such suit, action or proceeding in its own
name, as Trustee hereunder, and shall have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee shall have refused or neglected to comply with such
request for 60 days after its receipt of such request and no direction
inconsistent with such request shall have been given to the Trustee pursuant to
Section 7.6; it being understood and intended that no one or more holders of
Debt Securities of any series shall have any right under this Indenture or under
the Debt Securities, by his or their action, to enforce any right hereunder
except in the manner herein provided, and that all proceedings hereunder, at law
or in equity, shall be instituted, had and maintained in the manner herein
provided and for the ratable benefit of all holders of the Debt Securities of
such series. Notwithstanding any provision of this Indenture to the contrary,
the right, which is absolute and unconditional, of any holder of Debt Securities
to receive the payment of the principal of, premium, if any, and interest on his
Debt Securities at and after the respective due dates (including maturity by
call for redemption, through any sinking fund, declaration unless annulled
pursuant to Section 7.1 hereof, or otherwise), of such principal, premium, if
any, or interest, or the right, which is also absolute and unconditional, of any
holder of Debt Securities to require conversion of his Debt Securities pursuant
to Article XIII hereof if the terms of such Debt Securities provide for
convertibility pursuant to Section 2.2, or the right to institute suit for the
enforcement of any such payment at or after such due dates or of such right to
convert, shall not be impaired or affected without the consent of such holder,
and the obligation of the Company, which is also absolute and unconditional, to
pay the principal of, premium, if any, and interest on each of the Debt
Securities to the respective holders thereof at the times and places in the Debt
Securities expressed shall not be impaired or affected.

         Notwithstanding anything to the contrary contained in this Section 7.7,
the parties to this Indenture and the holders of Debt Securities agree as
follows:

         Any court may in its discretion require, 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, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by

                                      -32-

<PAGE>

such party litigant; provided, however, that the provisions of this paragraph
shall not apply to any suit instituted, directly or through an agent or agents,
by the Trustee, to any suit instituted by any holder of Debt Securities of any
series, or group of holders of Debt Securities of any series, holding in the
aggregate more than 10% in aggregate principal amount of the Debt Securities
then Outstanding of such series or to any suit instituted by any holder of Debt
Securities of any series for the enforcement of the payment of the principal of,
premium, if any, or interest on, any Debt Security of such series at or after
the respective due dates of such principal, premium, if any, or interest
expressed in his Debt Security of such series.

         SECTION 7.8 No Debt Securities owned or held by, for the account of or
for the benefit of the Company to be deemed Outstanding for purpose of payment
or distribution. No Debt Securities owned or held by, for the account of or for
the benefit of the Company or any Affiliate (other than Debt Securities pledged
in good faith which would be deemed Outstanding under the provisions of Section
3.3) shall be deemed Outstanding for the purpose of any payment or distribution
provided for in this Article VII.

         SECTION 7.9 Company and Trustee restored to former position on
discontinuance or abandonment of proceedings. If the Trustee shall have
proceeded to enforce any right under this Indenture with respect to the Debt
Securities of any series, and such proceedings shall have been discontinued or
abandoned because of waiver, or for any other reason, or shall have been
determined adversely to the Trustee, then, and in any such case, the Company,
the Guarantors, the Trustee and the holders of Debt Securities of such series
shall each be restored to their former positions and rights hereunder, and all
rights, remedies and powers of the Trustee shall continue as though no such
proceeding had been taken.

                                  ARTICLE VIII

                EVIDENCE OF ACTION BY HOLDERS OF DEBT SECURITIES

         SECTION 8.1 Evidence of action by holders of Debt Securities. Any
demand, request, consent, proxy or other instrument which this Indenture may
require or permit to be signed and executed by the holders of Debt Securities of
any series may be in any number of concurrent instruments of similar tenor, and
may be signed or executed by such holders of Debt Securities in person or by an
attorney duly authorized in writing. Proof of the execution of any such demand,
request, consent, proxy or other instrument, or of a writing appointing any such
attorney, shall be sufficient for any purpose of this Indenture if made in the
following manner: the fact and date of the execution by any person of such
demand, request, consent, proxy or other instrument or writing may be proved by
the certificate of any notary public, or other officer authorized to take
acknowledgments of deeds to be recorded in any state or country, that the person
signing such request or other instrument or writing acknowledged to him the
execution thereof, or by an affidavit of a witness of such execution. Where such
execution is by an officer of a corporation or association or a member of a
partnership on behalf of such corporation, association or partnership, or by a
trustee or other fiduciary, such certificate or affidavit shall also constitute
sufficient proof of his authority. The Trustee may nevertheless in its
discretion accept such other proof or require further proof of any matter
referred to in this Section 8.1 as it shall deem reasonable. The ownership of
Debt Securities shall be proved by the registry books or by a certificate of the
registrar thereof.

         The Trustee shall not be bound to recognize any person as a holder of
Debt Securities of any series unless and until his title to the Debt Securities
of such series held by him is proved in the manner in this Article VIII
provided.

                                      -33-

<PAGE>

         Any demand, request, discretion, waiver, consent, vote or other action
of the holder of any series of Debt Securities shall be conclusive and shall
bind all future holders of the same Debt Security and of any series of Debt
Securities issued in exchange or substitution therefor irrespective of whether
or not any notation in regard thereto is made upon such Debt Security. Any such
holder, however, may revoke the consent as to his Debt Security or portion
thereof. Such revocation shall be effective only if the Trustee receives the
notice of revocation before the date the amendment, supplement, waiver or other
action becomes effective. An amendment, supplement, waiver or other action shall
become effective on receipt by the Trustee of written consents from the holders
of Debt Securities of the requisite percentage in aggregate principal amount of
the Outstanding Debt Securities of the relevant series. After an amendment,
supplement, waiver or other action becomes effective, it shall bind every holder
of Debt Securities of each series of Debt Securities so affected.

         The Company or the Trustee, as applicable, may set a date for the
purpose of determining the holders of Debt Securities entitled to consent, vote
or take any other action referred to in this Section 8.1, which date shall be
not less than 10 days nor more than 60 days prior to the taking of the consent,
vote or other action.

                                   ARTICLE IX

         IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

         SECTION 9.1 Immunity of incorporators, stockholders, officers,
directors and employees. No recourse shall be had for the payment of the
principal of, premium, if any, or interest on any series of Debt Securities or
for any claim based thereon or otherwise in any manner in respect thereof, or in
respect of this Indenture, to or against any subsidiary, incorporator,
stockholder, officer, director or employee, as such, past, present or future, of
the Company or any subsidiary, incorporator, stockholder, officer, director or
employee, as such, past, present or future, of any predecessor or successor
corporation, partnership or limited liability company either directly or through
the Company or such predecessor or successor corporation, partnership or limited
liability company, whether by virtue of any constitutional provision or statute
or rule of law, or by the enforcement of any assessment or penalty, or in any
other manner, all such liability being expressly waived and released by the
acceptance of any series of Debt Securities and as part of the consideration for
the issue thereof.

                                   ARTICLE X

                      MERGER, CONSOLIDATION, SALE OR LEASE

         SECTION 10.1 Documents required to be filed with the Trustee upon
consolidation, merger, sale, transfer or lease - execution of supplemental
indentures - acts of successor corporation. Nothing in this Indenture or in the
Debt Securities shall prevent any consolidation or merger of the Company or the
Guarantors with or into any other corporation, partnership or limited liability
company, or any consolidation or merger of any other corporation, partnership or
limited liability company with or into the Company or any Guarantor, or any
sale, transfer or lease of all or substantially all of the property and assets
of the Company or any Guarantor to any other corporation, partnership or limited
liability company lawfully entitled to acquire the same; provided, however, and
the Company and the Guarantors hereby covenant and agree, that any consolidation
or merger of the Company or the Guarantors with or into any other corporation,
partnership or limited liability company or the sale, transfer or lease of all
or substantially all of the property and assets of the Company and its
subsidiaries on a consolidated basis shall be upon the condition that (a) the
due and punctual payment of the principal of, premium, if any, and interest on
all the Debt Securities according to their tenor, and the due and punctual
performance and observance of all the terms, covenants and conditions of this
Indenture to be kept or performed by the Company and the Guarantors shall, by an

                                      -34-

<PAGE>

indenture supplemental hereto complying with the provisions of Section 12.1,
executed and delivered to the Trustee, be expressly assumed by the corporation,
partnership or limited liability company (other than the Company or the
Guarantors) formed by or resulting from any such consolidation or merger, or
which shall have received the transfer or lease of all or substantially all of
the property and assets of the Company and its subsidiaries on a consolidated
basis, just as fully and effectually as if such successor corporation,
partnership or limited liability company had been an original party hereto; and
(b) the Company, the Guarantor or such successor corporation, partnership or
limited liability company, as the case may be, shall not, immediately after such
consolidation, merger, sale, transfer or lease be in default in the performance
of any such covenant or condition. Thereafter, unless otherwise specified
pursuant to Section 2.2 for the Debt Securities of any series, all obligations
of the predecessor corporation, partnership or limited liability company under
the Debt Securities of such series shall terminate. In the event of any such
sale, transfer or lease, the predecessor Company or the Guarantor may be
dissolved, wound up and liquidated at any time thereafter.

         Every such successor corporation, partnership or limited liability
company, upon executing an indenture supplemental hereto as provided in this
Section 10.1 in form satisfactory to the Trustee, shall succeed to and be
substituted for the Company and the Guarantors, as the case may be, with the
same effect as if it had been named herein as the Company and the Guarantors;
and any order, certificate or resolution of the Board or officers of the Company
or the a Guarantor provided for in this Indenture may be made by like officials
of such successor corporation, partnership or limited liability company. Such
successor corporation, partnership or limited liability company may thereupon
cause to be signed, either in its own name or in the name of the Company or the
Guarantors, with such suitable reference, if any, to such consolidation, merger,
sale, transfer or lease as may be required by the Trustee, any or all of the
Debt Securities or Guarantees which shall not theretofore have been signed by
the Company or the Guarantors and authenticated by the Trustee or any
Authenticating Agent; and upon the written order of such successor corporation,
partnership or limited liability company in lieu of the Company or any
Guarantor, as the case may be, signed by the President or any Vice President
(regardless of Vice Presidential designation) and the Chief Financial Officer,
Treasurer or any Assistant Treasurer of such successor corporation, partnership
or limited liability company, and subject to all the terms, conditions and
restrictions herein prescribed with respect to the authentication and delivery
of the Debt Securities and Guarantees, the Trustee or any Authenticating Agent
shall authenticate and deliver any and all Debt Securities and Guarantees which
shall have been previously signed by the proper officers of the Company and the
Guarantors and delivered to the Trustee or any Authenticating Agent for
authentication and any of such Debt Securities and Guarantees which such
successor corporation, partnership or limited liability company shall
thereafter, in accordance with the provisions of this Indenture, cause to be
signed and delivered to the Trustee or any Authenticating Agent for such
purpose. All Debt Securities of any series so authenticated and delivered shall
in all respects have the same rank as the Debt Securities of such series
theretofore or thereafter authenticated and delivered in accordance with the
terms of this Indenture.

         Notwithstanding the foregoing, this Section 10.1 shall not apply in the
event, and to the extent, that any such consolidation, merger, sale, transfer or
lease described above is expressly permitted pursuant to the terms of any
supplemental indenture governing any series of Debt Securities, provided that
the Company or the applicable Guarantor (as the case may be) complies with all
conditions set forth in such supplemental indenture for any such consolidation,
merger, sale, transfer or lease.

         SECTION 10.2 Trustee may rely upon Opinion of Counsel. The Trustee may
receive and shall, subject to the provisions of Section 11.1 of this Indenture,
be fully protected in relying upon an Officers' Certificate and Opinion of
Counsel as conclusive evidence that any supplemental indenture executed under
the foregoing Section 10.1 complies with the foregoing conditions and provisions
of this Article X.

                                      -35-

<PAGE>

ARTICLE XI

                             CONCERNING THE TRUSTEE

         SECTION 11.1 Acceptance of Trust - responsibilities of Trustee.

                  (a) The Trustee, prior to the occurrence of an Event of
         Default and after the curing or waiving of all Events of Default which
         may have occurred, undertakes to perform such duties and only such
         duties as are specifically set forth in this Indenture or in the Trust
         Indenture Act of 1939, and no implied covenants or conditions shall be
         read into this Indenture against the Trustee. In case an Event of
         Default with respect to the Debt Securities of a particular series has
         occurred (but only during the continuance thereof), the Trustee shall
         exercise with respect to the Debt Securities of such series such of the
         rights and powers vested in it by this Indenture, and use the same
         degree of care and skill in their exercise, as a prudent man would
         exercise or use under the circumstances in the conduct of his own
         affairs.

                  The Trustee, upon receipt of all resolutions, certificates,
         statements, opinions, reports, documents, orders or other instruments
         furnished to the Trustee pursuant to any provision of this Indenture,
         shall examine them to determine whether they conform to the
         requirements of this Indenture.

                  (b) No provision of this Indenture shall be construed to
         relieve the Trustee from liability for its own negligent action, its
         own negligent failure to act, or its own willful misconduct, except
         that

                           (i) prior to the occurrence of an Event of Default
                  with respect to the Debt Securities of any series hereunder
                  and after the curing or waiving of all Events of Default with
                  respect to the Debt Securities of such series which may have
                  occurred, the Trustee shall not be liable with respect to the
                  Debt Securities of such series except for the performance of
                  such duties as are specifically set forth in this Indenture,
                  and no implied covenants or obligations shall be read into
                  this Indenture against the Trustee, but the duties and
                  obligations of the Trustee with respect to the Debt Securities
                  of such series, prior to the occurrence of an Event of Default
                  with respect to the Debt Securities of such series and after
                  the curing or waiving of all Events of Default with respect to
                  the Debt Securities of such series which may have occurred,
                  shall be determined solely by the express provisions of this
                  Indenture;

                           (ii) Subject to the limitations contained in
                  subsection (a) of this Section 11.1, prior to the occurrence
                  of an Event of Default with respect to the Debt Securities of
                  any series hereunder and after the curing or waiving of all
                  Events of Default with respect to the Debt Securities of such
                  series which may have occurred, and in the absence of bad
                  faith on the part of the Trustee, the Trustee may conclusively
                  rely, as to the truth of the statements and the correctness of
                  the opinions expressed herein, upon certificates or opinions
                  conforming to the requirements of this Indenture;

                           (iii) the Trustee shall not be personally liable for
                  any error of judgment made in good faith by a Responsible
                  Officer or Officers of the Trustee unless it shall be proved
                  that the Trustee was negligent in ascertaining the pertinent
                  facts; and

                           (iv) the Trustee shall not be personally liable with
                  respect to any action taken, suffered or omitted to be taken
                  by it in good faith in accordance with the direction of the

                                      -36-

<PAGE>

                  holders of not less than a majority in aggregate principal
                  amount of the Debt Securities then Outstanding of any series
                  relating to the time, method and place of conducting any
                  proceeding for any remedy available to the Trustee, or
                  exercising any trust or power conferred upon the Trustee,
                  under this Indenture with respect to the Debt Securities of
                  such series.

                  (c) Subject to the limitations contained in subsections (a)
         and (b) of this Section 11.1, the recitals contained herein and in the
         Debt Securities (except in the Trustee's certificate of authentication)
         shall be taken as the statements of the Company, and the Trustee
         assumes no responsibility for the correctness of the same. The Trustee
         makes no representations as to the validity or sufficiency of this
         Indenture or of the Debt Securities except that the Trustee represents
         that it is duly authorized to execute and deliver this Indenture and to
         perform its obligations hereunder.

                  (d) Subject to the limitations contained in subsections (a)
         and (b) of this Section 11.1:

                           (i) the Trustee may rely and shall be protected in
                  acting or refraining from action upon any resolution,
                  certificate, opinion, notice, consent, request, order,
                  appraisal, report, bond or other paper or document believed by
                  it to be genuine and to have been signed or presented by the
                  proper party or parties;

                           (ii) before the Trustee acts or refrains from acting,
                  the Trustee may consult with counsel and the advice of such
                  counsel or any Opinion of Counsel shall be full and complete
                  authorization and protection in respect of any action taken,
                  suffered or omitted by it hereunder in good faith and in
                  accordance with such advice or Opinion of Counsel;

                           (iii) whenever in the administration of the trusts of
                  this Indenture, prior to an Event of Default hereunder and
                  after the curing or waiving of all Events of Default which may
                  have occurred, the Trustee shall deem it necessary or
                  desirable that a matter be proved or established prior to
                  taking, suffering or omitting any action hereunder, such
                  matter (unless other evidence in respect thereof be herein
                  specifically prescribed) may be deemed to be conclusively
                  proved and established by an Officers' Certificate delivered
                  to the Trustee, and such certificate shall be full warrant to
                  the Trustee for any action taken, suffered or omitted by it
                  under the provisions of this Indenture upon the faith thereof;

                           (iv) the Trustee shall be under no obligation to
                  exercise any of the trusts or powers hereof at the request,
                  order or direction of any of the holders of Debt Securities,
                  pursuant to the provisions of this Indenture, unless such
                  holders of Debt Securities shall have offered to the Trustee
                  reasonable indemnity against all the costs, expenses and
                  liabilities which might be incurred therein;

                           (v) the Trustee shall not be liable for any action
                  taken or omitted to be taken by it in good faith and believed
                  by it to be authorized or within the discretion or power
                  conferred upon it by this Indenture;

                           (vi) prior to the occurrence of an Event of Default
                  with respect to the Debt Securities of any series hereunder
                  and after the curing or waiving of all Events of Default with
                  respect to the Debt Securities of such series which may have
                  occurred, the Trustee shall not be bound to make any
                  investigation into the facts or matters stated in any
                  resolution, certificate, opinion, notice, consent, request,
                  order, appraisal, report, bond or other document or instrument

                                      -37-

<PAGE>

                  concerning such series, unless requested in writing to do so
                  by the holders of not less than a majority in aggregate
                  principal amount of the Debt Securities then Outstanding of
                  such series; provided, however, that if the payment within a
                  reasonable time to the Trustee of the costs, expenses or
                  liabilities likely to be incurred by it in the making of such
                  investigation is, in the opinion of the Trustee (subject to
                  the limitations contained in subsections (a) and (b) of this
                  Section 11.1), not reasonably assured to the Trustee by the
                  security afforded to it by the terms of this Indenture, the
                  Trustee may require reasonable indemnity against such expense
                  or liability as a condition to so proceeding; and provided,
                  further, that nothing in this subdivision (d)(vi) shall
                  require the Trustee to give the holders of Debt Securities any
                  notice other than that required by Section 11.3 hereof. The
                  reasonable expense of every such investigation shall be paid
                  by the Company or, if paid by the Trustee, shall be repaid by
                  the Company upon demand;

                           (vii) the Trustee shall not be required to give any
                  bond or surety in respect of the performance of its powers and
                  duties hereunder;

                           (viii) except for (i) a default under Sections 7.1(a)
                  or (b) hereof, or (ii) any other event which the Trustee has
                  "actual knowledge" and which event, with the giving of notice
                  or the passage of time or both, would constitute an Event of
                  Default under this Indenture, the Trustee shall not be deemed
                  to have notice of any default or Event of Default unless
                  specifically notified in writing of such event by the Company
                  or the holders of not less than 25% aggregate principal amount
                  of the Debt Securities then outstanding; as used herein, the
                  term "actual knowledge" means the actual fact or statement of
                  knowing, without any duty to make any investigation with
                  regard thereto;

                           (ix) the Trustee may execute any of the trusts or
                  powers hereunder or perform any duties hereunder either
                  directly or by or through agents or attorneys, and the Trustee
                  shall not be responsible for any misconduct or negligence on
                  the part of any agent or attorney appointed with due care by
                  it hereunder; and

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

         SECTION 11.2 Trustee to be entitled to compensation - Trustee not to be
accountable for application of proceeds - moneys held by Trustee to be trust
funds. The Company covenants and agrees to pay to the Trustee from time to time,
and the Trustee shall be entitled to reasonable compensation (which shall not be
limited by any provision of law in regard to the compensation of a trustee of an
express trust) for services rendered by it in the execution of the trusts hereby
created, and shall also be entitled to payment of reasonable expenses and
disbursements actually made or incurred hereunder, including the reasonable fees
and expenses of counsel, accountants and of all persons not regularly in its
employ, and all taxes which may have been assessed against the Trustee as such
or any funds on deposit with the Trustee. The Company also agrees to indemnify
each of the Trustee and any predecessor Trustee for and hold it harmless against
loss, liability or expense incurred arising out of or in connection with the
acceptance or administration of this trust or performance of its duties
hereunder, including the costs and expenses of defending itself against any
claim of liability in the premises and the costs and expenses of enforcing this
Section 11.2, except to the extent that such loss, liability or expense is
incurred due to the negligence or willful misconduct of the Trustee or
predecessor Trustee. If any property other than cash shall at any time be

                                      -38-

<PAGE>

subject to a lien in favor of the holders of Debt Securities, the Trustee, if
and to the extent authorized by a receivership or bankruptcy court of competent
jurisdiction or by the supplemental instrument subjecting such property to such
lien, shall be entitled to make advances for the purpose of preserving such
property or of discharging tax liens or other prior liens or encumbrances
thereon. The obligations of the Company under this Section 11.2 to compensate
the Trustee and to indemnify, pay or reimburse the Trustee or any predecessor
Trustee for expenses, disbursements and advances shall constitute additional
indebtedness hereunder and shall survive the resignation or removal of the
Trustee, the termination of this Indenture, and the satisfaction and discharge
or any other termination pursuant to any Bankruptcy Law hereof. Such additional
indebtedness shall be secured by a lien prior to that of the Debt Securities of
all series with respect to which the Trustee acts as Trustee upon all property
and funds held or collected by the Trustee as such, except funds held in trust
for the benefit of the holders of particular Debt Securities.

         The Trustee shall not be accountable for the use or application by the
Company of any Debt Securities authenticated and delivered hereunder or of the
proceeds of such Debt Securities, or for the use or application of any moneys
paid over by the Trustee in accordance with any provision of this Indenture, or
for the use or application of any moneys received by any paying agent.

         All moneys received by the Trustee in trust under or pursuant to any
provision of this Indenture shall constitute trust funds for the purposes for
which they were paid or were held, but need not be segregated in any manner from
any other moneys and may be deposited by the Trustee, under such conditions as
may be prescribed by law, in its general banking department, and the Trustee
shall not be liable for any interest thereon, except as otherwise agreed with
the Company.

         The parties hereto, and the holders of Debt Securities by their
acceptance of their Debt Securities, hereby agree, that when the Trustee incurs
expenses and renders services after an Event of Default occurs, such expenses
and the compensation for such services are intended by the holders of the Debt
Securities and Company to constitute expenses of administration under any
Bankruptcy Law.

         SECTION 11.3 Trustee to give holders of Debt Securities notice of
default. The Trustee shall give to the holders of Debt Securities of any series
notice of the happening of all defaults with respect to the Debt Securities of
such series known to it, within 90 days after the occurrence thereof unless such
defaults shall have been cured before the giving of such notice; provided,
however, that, except in the case of a default resulting from the failure to
make any payment of principal of, premium, if any, or interest on the Debt
Securities of any series, or in the payment of any mandatory sinking fund
installment with respect to the Debt Securities of such series, the Trustee may
withhold the giving of such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the withholding of such
notice is in the interest of the holders of Debt Securities of such series. For
the purpose of this Section 11.3, the term "default" means any event which is,
or after notice or lapse of time or both would become, an Event of Default. Such
notice shall be given to the holders of Debt Securities of such series in the
manner and to the extent provided in subsection (c) of Section 11.10.

         SECTION 11.4 Trustee acquiring conflicting interest must eliminate it
or resign. Reference is made to Section 310(b) of the Trust Indenture Act of
1939, as amended. There shall be excluded under Section 310(b)(1) thereof this
Indenture with respect to the Debt Securities of any series other than the Debt
Securities of the first series.

         SECTION 11.5 Eligibility of Trustee. There shall at all times be a
corporate Trustee under this Indenture which shall be a bank or trust company
organized and doing business under the laws of the United States or of any State
or the District of Columbia and having a combined capital and surplus of not

                                      -39-

<PAGE>

less than $50,000,000 which is authorized under the laws of its jurisdiction of
incorporation to exercise corporate trust powers and is subject to supervision
or examination by Federal, State or District of Columbia authority and which has
an office or agency in New York, New York. If the Trustee publishes reports of
condition at least annually, pursuant to law or to the requirements of the
aforesaid supervising or examining authority, the combined capital of the
Trustee shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If the Trustee shall at any
time cease to meet the foregoing standards of eligibility, then such Trustee
shall resign immediately in the manner and with the effect specified in Section
11.6.

         SECTION 11.6 Resignation or removal of Trustee.

                  (a) Subject to the limitations contained in subsection (d) of
         this Section 11.6, the Trustee may resign and be discharged from the
         trust hereby created with respect to the Debt Securities of one or more
         series by giving notice thereof to the Company and by giving notice
         thereof to the holders of Debt Securities of such series, in the manner
         and to the extent provided in subsection (c) of Section 11.10. Upon
         receiving such notice of resignation, the Company shall promptly
         appoint a successor trustee or trustees (it being understood that any
         such successor trustee may be appointed with respect to the Debt
         Securities of one or more or all of such series with respect to which
         the resigning trustee has resigned and that at any time there shall be
         only one trustee with respect to the Debt Securities of any particular
         series) by written instrument, in duplicate, executed by order of the
         Board of Directors, one copy of which instrument shall be delivered to
         the resigning trustee and one copy to the successor trustee. If no
         successor trustee shall have been so appointed and have accepted
         appointment within 60 days after the mailing of such notice of
         resignation, the resigning trustee may petition any court of competent
         jurisdiction for the appointment of a successor trustee, or any holder
         of Debt Securities of such series who has been a bona fide holder of a
         Debt Security or Debt Securities of such series for at least six months
         may on behalf of himself and all others similarly situated, petition
         any such court for the appointment of a successor trustee. Such court
         may thereupon, after such notice, if any, as it may deem proper and
         prescribe, appoint a successor trustee.

                  (b) In case at any time any of the following shall occur:

                           (1) the Trustee shall fail to comply with the
                  provisions of Section 11.4 with respect to the Debt Securities
                  of any series after written request therefor by the Company or
                  by any holder of Debt Securities of such series who has been a
                  bona fide holder of a Debt Security or Debt Securities of such
                  series for at least six months; or

                           (2) the Trustee shall cease to be eligible in
                  accordance with the provisions of Section 11.5 with respect to
                  the Debt Securities of any series and shall fail to resign
                  after written request therefor by the Company or by any such
                  holder of Debt Securities; or

                           (3) the Trustee shall become incapable of acting, or
                  shall be adjudged a bankrupt or insolvent, or a receiver of
                  the Trustee or of its property shall be appointed, or any
                  public officer shall take charge or control of the Trustee or
                  of its property or affairs

then, in any such case, the Company may remove the Trustee with respect to all
Debt Securities of such series and appoint a duly qualified successor trustee by
written instrument, in duplicate, executed by order of the Board of Directors of
the Company, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor trustee so appointed, or, subject to the
provisions of Section 7.7, any holder of Debt Securities who has been a bona
fide holder of a Debt Security or Debt Securities of such series for at least
six months may, on behalf of himself and all others similarly situated, petition
any court of competent jurisdiction for the removal of the Trustee with respect
to all Debt Securities of such series and the appointment of a successor
trustee. Such court may thereupon after such notice, if any, as it may deem
proper and prescribe, remove the Trustee and appoint a duly qualified successor
trustee with respect to the Debt Securities of such series.

                  (c) The holders of a majority in aggregate principal amount of
         the Debt Securities then Outstanding of any series may at any time
         remove the Trustee and appoint a duly qualified successor trustee with
         respect to such series by delivery to the Trustee so removed, to the
         successor trustee and to the Company of the evidence provided for in
         Section 8.1 of the action in that regard taken by holders of Debt
         Securities.

                  (d) Any resignation or removal of the Trustee and any
         appointment of a duly qualified successor trustee pursuant to any of
         the provisions of this Section shall become effective upon acceptance
         of appointment by the successor trustee as provided in Section 11.7.

         SECTION 11.7 Acceptance by successor Trustee.

         (a) In case of the appointment hereunder of a successor trustee with
respect to all Debt Securities, every duly qualified successor trustee so
appointed under any of the methods herein provided shall execute, acknowledge
and deliver to its predecessor trustee and to the Company an instrument in
writing accepting such appointment hereunder and thereupon such successor
trustee, without any further act, deed or conveyance, shall become fully vested
with the rights, powers, trusts, duties and obligations of its predecessor in
the trust hereunder with like effect as if originally named as Trustee herein.
The predecessor trustee shall, nevertheless, at the written request of the
successor trustee, pay over to the successor trustee all moneys at the time held
by it herein; and the Company and the predecessor trustee upon payment or
provision therefor of any amounts then due the predecessor trustee pursuant to
the provisions of Section 11.2, shall execute and deliver such instruments and
do such other things as may reasonably be required for more fully and certainly
vesting and confirming in the successor trustee all such rights, powers, trusts,
duties and obligations. The Company shall promptly give notice of the
appointment of such successor trustee to the holders of Debt Securities in the
manner and to the extent provided in subsection (c) of Section 11.10.

         (b) In case of the appointment hereunder of a successor trustee with
respect to the Debt Securities of one or more (but not all) series, the Company,
the predecessor trustee and each successor trustee with respect to the Debt
Securities of such series shall execute and deliver an indenture supplemental
hereto wherein each successor trustee shall accept such appointment and which
(i) shall contain such provisions as shall be necessary or desirable to transfer
and confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the predecessor trustee with respect to the Debt Securities
of such series to which the appointment of such successor trustee relates, (ii)
if the predecessor trustee is not retiring with respect to all Debt Securities
of such series, shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the
predecessor trustee with respect to the Debt Securities of such series as to
which the predecessor trustee is not retiring shall continue to be vested in the
predecessor trustee, and (iii) shall add to or change any of the provisions of
this Indenture as shall be necessary to provide for or facilitate the
administration of the trusts hereunder by more than one Trustee, it being
understood that nothing herein or in such supplemental indenture shall
constitute such Trustees co-trustees of the same trust and that each such
Trustee shall be trustee of a trust or trusts hereunder separate and apart from
any trust or trusts hereunder administered by any other such Trustee; and upon

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<PAGE>

the execution and delivery of such supplemental indenture the resignation or
removal of the predecessor trustee shall become effective to the extent provided
therein and each such successor trustee, without any further act, deed or
conveyance, shall become vested with all the rights, powers, trusts and duties
of the predecessor trustee with respect to the Debt Securities of such series to
which the appointment of such successor trustee relates; but, on request of the
Company or any successor trustee, such predecessor trustee upon payment of its
charges shall duly assign, transfer and deliver to such successor trustee all
property and money held by such predecessor trustee hereunder with respect to
the Debt Securities of such series to which the appointment of such successor
trustee relates. Upon request of any such successor trustee, the Company shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor trustee all such rights, powers and trusts referred
to in this subsection (b) of this Section.

         SECTION 11.8 Successor to Trustee by merger or consolidation, etc. Any
corporation or national banking association into which the Trustee may be
merged, or with which it may be consolidated, or to which the Trustee transfers
all or substantially all of its corporate trust assets, or any corporation or
national banking association resulting from any merger or consolidation or
conversion to which the Trustee shall be a party, shall be the successor trustee
under this Indenture without the execution or filing of any instruments or any
further act on the part of any of the parties hereto.

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

         SECTION 11.9 Limitations on right of Trustee as a creditor to obtain
payment of certain claims. Reference is made to Section 311 of the Trust
Indenture Act of 1939, as amended, for purposes of which the following terms
shall have the following meanings:

                           (i) the term "cash transaction" shall mean any
                  transaction in which full payment for goods or securities sold
                  is made within seven days after delivery of the goods or
                  securities in currency or in checks or other orders drawn upon
                  banks or bankers and payable upon demand; and

                           (ii) the term "self-liquidating paper" shall mean any
                  draft, bill of exchange, acceptance or obligation which is
                  made, drawn, negotiated or incurred by the Company for the
                  purpose of financing the purchase, processing, manufacturing,
                  shipment, storage or sale of goods, wares or merchandise and
                  which is secured by documents evidencing title to, possession
                  of, or a lien upon, the goods, wares or merchandise or the
                  receivables or proceeds arising from the sale of the goods,
                  wares, or merchandise previously constituting the security,
                  provided the security is received by the Trustee
                  simultaneously with the creation of the creditor relationship
                  with the Company arising from the making, drawing, negotiating
                  or incurring of the draft, bill of exchange, acceptance or
                  obligation.

                                      -42-

<PAGE>

         SECTION 11.10 Trustee to make annual report to holders of Debt
Securities - Trustee to make other reports to holders of Debt Securities -
holders of Debt Securities to whom reports to be transmitted.

                  (a) The Trustee shall, so long as any Debt Securities are
         Outstanding of any series with respect to which it acts as Trustee,
         transmit to the holders of Debt Securities of such series, any report
         which is required to be transmitted to the holders of Debt Securities
         of such series pursuant to Section 313(a) of the Trust Indenture Act of
         1939, as amended.

                  (b) The Trustee shall, so long as any Debt Securities of any
         series with respect to which it acts as Trustee shall be Outstanding,
         also transmit to the holders of Debt Securities of such series, as
         hereinafter provided, within the times hereinafter specified, a brief
         report with respect to the character and amount of any advances (and if
         the Trustee elects so to state the circumstances surrounding the making
         thereof) made by the Trustee, as such, since the date of the last
         report transmitted pursuant to the provisions of subsection (a) of this
         Section 11.10 (or if no such report has been so transmitted, since the
         date of the execution of this Indenture), for the reimbursement of
         which it claims or may claim a lien or charge prior to that of the Debt
         Securities of such series, on property or funds held or collected by
         the Trustee, as such, and which it has not previously reported pursuant
         to this subsection (b), if such advances remaining unpaid at any time
         aggregate more than 10% of the principal amount of the Debt Securities
         of such series then Outstanding, such report to be so transmitted
         within 90 days after such time.

                  (c) All reports required by this Section 11.10, and all other
         reports or notices which are required by any other provision of this
         Indenture to be transmitted in accordance with the provisions of this
         Section 11.10, shall be transmitted by mail: (i) to all registered
         holders of Debt Securities of such series, as the names and addresses
         of such holders appear upon the Debt Security register; (ii) to such
         holders of Debt Securities of such series as have, within the two years
         preceding such transmission, filed their names and addresses with the
         Trustee for that purpose; and (iii) except in the case of reports
         pursuant to subsection (b) of this Section 11.10, to all holders of
         Debt Securities of such series whose names and addresses have been
         furnished to or received by the Trustee pursuant to Section 4.6(d).

                  (d) The Trustee shall, at the time of the transmission to the
         holders of Debt Securities of any report or notice pursuant to this
         Section 11.10, file a copy thereof with the Securities and Exchange
         commission. The Company will notify the Trustee if and when the Debt
         Securities of any series become listed on any stock exchange and the
         Trustee will thereafter file a copy of any such report or notice with
         such stock exchange.

         SECTION 11.11 Preservation of information by Trustee - Trustee to give
certain information to holders of Debt Securities upon application. The Trustee
shall preserve, in as current a form as is reasonably practicable, all
information furnished it pursuant to Section 4.6(d) hereof or received by it as
Debt Security registrar hereunder. The Trustee may destroy such information upon
receipt of new information updating information previously furnished.

         Within five Business Days after receipt by the Trustee or its designee
of a written application by any three or more holders of Debt Securities stating
that the applicants desire to communicate with other holders of Debt Securities
with respect to their rights under this Indenture or under the Debt Securities,
and accompanied by a copy of the form of proxy or other communication which such
applicants propose to transmit, and by reasonable proof that each such applicant
has owned a Debt Security or Debt Securities for a period of at least six months
preceding such application, the Trustee or its designee shall, at its election,
either (a) afford to such applicants access to all information so furnished to
or received by the Trustee or its designee and not destroyed pursuant to the
provisions of this Section 11.11, or (b) inform such applicants as to the

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<PAGE>

approximate number of holders of Debt Securities according to the most recent
information so furnished to or received by the Trustee or its designee, and as
to the approximate cost of mailing to the holders of Debt Securities the form of
proxy or other communication, if any, specified in such application. If the
Trustee or its designee shall elect not to afford to such applicants access to
such information, the Trustee or its designee shall, upon the written request of
such applicants, mail to all holders of Debt Securities whose names and
addresses are contained in the then current information filed with the Trustee
or its designee as aforesaid copies of the form of proxy or other communication
which is specified in such request, with reasonable promptness after a tender to
the Trustee or its designee of the material to be mailed and the payment, or
provision for the payment, of the reasonable expenses of such mailing, unless
within five Business Days after such tender, the Trustee or its designee shall
mail to such applicants, and file with the Securities and Exchange Commission,
together with a copy of the material to be mailed, a written statement to the
effect that, in the opinion of the Trustee or its designee, such mailing would
be contrary to the best interests of the holders of Debt Securities or would be
in violation of applicable law. Such written statement shall specify the basis
of such opinion. If the Securities and Exchange Commission, after granting
opportunity for a hearing upon the objections specified in said written
statement and on notice to the Trustee or its designee, shall enter an order
refusing to sustain any of such objections, or, if, after the entry of an order
sustaining one or more of such objections, the Securities and Exchange
Commission shall find, after notice and opportunity for a hearing, that all
objections sustained have been met and shall enter an order so declaring, the
Trustee or its designee shall mail copies of such material to all such holders
of Debt Securities with reasonable promptness after such determination and the
renewal of the aforesaid tender; otherwise the Trustee or its designee shall be
relieved of any obligation or duty to such applicants respecting their
application.

         Neither the Company, the Trustee or its designee nor any person acting
as Debt Security registrar or paying agent shall be liable or accountable to the
Company or to any holder of Debt Securities by reason of the disclosure of any
such information as to the names and addresses of holders of Debt Securities in
accordance with the provisions of this Section 11.11, regardless of the source
from which such information was derived, nor by reason of the mailing of any
material pursuant to a request made under this Section 11.11.

         SECTION 11.12 Trustee may hold Debt Securities and otherwise deal with
Company. The Trustee, the Debt Security registrar, any paying agent or any other
agent of the Company in its individual or any other capacity may buy, own, hold
and sell any of the Debt Securities or any other evidences of indebtedness or
other securities, whether heretofore or hereafter created or issued, of the
Company or any subsidiary or Affiliate with the same rights it would have if it
were not Trustee, Debt Security registrar, paying agent or such other agent; and
subject to the provisions of this Article XI, the Trustee may engage or be
interested in any financial or other transaction with the Company or any
subsidiary or Affiliate, including, without limitation, secured and unsecured
loans to the Company or any subsidiary or Affiliate; and may maintain any and
all other general banking and business relations with the Company and any
subsidiary or Affiliate with like effect and in the same manner and to the same
extent as if the Trustee were not a party to this Indenture; and no implied
covenant shall be read into this Indenture against the Trustee in respect of any
such matters.

         SECTION 11.13 Trustee may comply with any rule, regulation or order of
the Securities and Exchange Commission. The Trustee may comply in good faith
with any rule, regulation or order of the Securities and Exchange Commission
made pursuant to the terms and provisions of the Trust Indenture Act of 1939 and
shall be fully protected in so doing notwithstanding that such rule, regulation
or order may thereafter be amended or rescinded or determined by judicial or
other authority to be invalid for any reason, but nothing herein contained shall
require the Trustee to take any action or omit to take any action in accordance
with such rule, regulation or order, except as is in this Indenture otherwise
required.

                                      -44-

<PAGE>

         SECTION 11.14 Appointment of Authenticating Agent. The Trustee may
appoint an Authenticating Agent or Agents with respect to one or more series of
Debt Securities which shall be authorized to act on behalf of the Trustee to
authenticate Debt Securities of such series issued upon exchange, registration
of transfer or partial redemption or partial conversion thereof, and if the
Trustee is required to appoint one or more Authenticating Agents with respect to
any series of Debt Securities, to authenticate Debt Securities of such series
and to take such other actions as are specified in Sections 2.4, 2.8, 2.11, 5.2
and 13.3, and Debt Securities so authenticated shall be entitled to the benefits
of this Indenture and shall be valid and obligatory for all purposes as if
authenticated by the Trustee hereunder. Wherever reference is made in this
Indenture to the authentication and delivery of Debt Securities by the Trustee
or the Trustee's certificate of authentication, such reference shall be deemed
to include authentication and delivery on behalf of the Trustee by an
Authenticating Agent and a certificate of authentication executed on behalf of
the Trustee by an Authenticating Agent (except in respect of original issue and
Section 2.9). Each Authenticating Agent shall be acceptable to the Company and
shall at all times be a corporation organized and doing business under the laws
of the United States of America, any State thereof or the District of Columbia,
authorized under such laws to act as Authenticating Agent, having a combined
capital and surplus of not less than $1,000,000 and subject to supervision or
examination by Federal or State authority. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the
requirements of said supervising or examining authority, then for the purposes
of this Section 11.14, the combined capital and surplus of such Authenticating
Agent shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. If at any time an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this
Section 11.14, such Authenticating Agent shall resign immediately in the manner
and with the effect specified in this Section 11.14.

         Any corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any corporation succeeding to the corporate agency or
corporate trust business of such Authenticating Agent, shall continue to be an
Authenticating Agent, provided such corporation shall be otherwise eligible
under this Section 11.14, without the execution or filing of any paper or any
further act on the part of the Trustee or such Authenticating Agent.

         An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice or
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 11.14, the Trustee may appoint a successor
Authenticating Agent which shall be acceptable to the Company and shall provide
notice to the holders of the Debt Securities of the series as to which the
Authenticating Agent will serve as provided in Section 3.9. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become
vested with all the rights, powers and duties of its predecessor hereunder, with
like effect as if originally named as an Authenticating Agent. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 11.14.

         The Trustee agrees to pay each Authenticating Agent from time to time
reasonable compensation for its services under this Section, and the Trustee
shall be entitled to be reimbursed for such payments, subject to the provisions
of Section 11.2.

                                      -45-

<PAGE>

         If an appointment with respect to one or more series is made pursuant
to this Section 11.14, the Debt Securities of such series may have endorsed
thereon, in addition to the Trustee's certificate of authentication, an
alternative certificate of authentication in the following form:

         This is one of the Debt Securities of the series designated therein
referred to in the within-mentioned Indenture.

                           BNY Midwest Trust Company, as Trustee



                           By:
                                ------------------------------------------------
                                 As Authenticating Agent



                           By:
                                ------------------------------------------------
                                 Authorized Officer

         If all of the Debt Securities of a series may not be originally issued
at one time, and if the Trustee does not have an office capable of
authenticating Debt Securities upon original issuance located where the Company
wishes to have Debt Securities of such series authenticated upon original
issuance, the Trustee, if so requested by the Company in writing (which writing
need not comply with Section 3.8 and need not be accompanied by an Opinion of
Counsel), shall appoint in accordance with this Section 11.14 an Authenticating
Agent having an office in a place designated by the Company with respect to such
series of Debt Securities.

                                  ARTICLE XII

                                              SUPPLEMENTAL INDENTURES

         SECTION 12.1 Company and Trustee may enter into supplemental indenture
for special purposes. Without the consent of any of the holders of Debt
Securities, the Company, when authorized by resolution of its Board of
Directors, and, upon receipt of an Opinion of Counsel stating that the execution
of such supplemental indenture is authorized or permitted by this Indenture, is
duly authorized by all necessary corporate action, constitutes the legal, valid
and binding obligation of the Company and is in compliance with applicable law,
the Trustee from time to time and at any time, subject to the conditions and
restrictions in this Indenture contained, may enter into an indenture or
indentures supplemental hereto in form satisfactory to the Trustee, which
thereafter shall form a part hereof, for any one or more of the following
purposes:

                  (a) to add to the covenants and agreements of the Company and
         the Guarantors in this Indenture contained, other covenants and
         agreements thereafter to be observed for the benefit of the holders of
         all or any series of Debt Securities (and if such covenants and
         agreements are to be for the benefit of less than all series of Debt
         Securities, stating that such covenants and agreements are expressly
         being included solely for the benefit of such series) or to surrender
         any right or power herein reserved to or conferred upon the Company or
         the Guarantors; or

                  (b) to cure any ambiguity or to cure, correct or supplement
         any defect or inconsistent provision contained in this Indenture or in
         any supplemental indenture; or

                                      -46-

<PAGE>

                  (c) to make such provisions in regard to matters or questions
         arising under this Indenture which may be necessary or desirable, or
         otherwise change this Indenture in any manner which shall not adversely
         affect the interests of the holders of Debt Securities of any series;
         or

                  (d) to evidence the succession of another corporation to the
         Company or any Guarantor, or successive successions, and the assumption
         by the successor corporation of the covenants, agreements and
         obligations of the Company or any Guarantor pursuant to Article X and
         to provide for the adjustment of conversion rights pursuant to Section
         13.7; or (e) to establish the form or terms of the Debt Securities of
         any series as permitted by Sections 2.1 and 2.2; or

                  (f) to change or eliminate any of the provisions of this
         Indenture, provided that, except as otherwise contemplated by Section
         2.2(11), any such change or elimination shall become effective only
         when there is no Debt Security outstanding of any series created prior
         thereto which is entitled to the benefit of such provision; or

                  (g) to add or change any of the provisions of this Indenture
         to such extent as shall be necessary to permit or facilitate the
         issuance of Debt Securities in bearer form, registrable or not
         registrable as to principal, and with or without interest coupons, or
         to provide for uncertificated Debt Securities in addition to
         certificated Debt Securities (so long as any "registration-required
         obligation" within the meaning of Section 163(f)(2) of the Code is in
         registered form for purposes of the Code); or

                  (h) to amend or supplement any provision contained herein,
         which was required to be contained herein in order for this Indenture
         to be qualified under the Trust Indenture Act of 1939, if the Trust
         Indenture Act of 1939 or regulations thereunder change what is so
         required to be included in qualified indentures, in any manner not
         inconsistent with what then may be required for such qualification; or

                  (i) to add any additional Events of Default (and if such
         Events of Default are to be applicable to less than all series of Debt
         Securities, stating that such Events of Default are expressly being
         included solely to be applicable to such series); or

                  (j) to convey, transfer, assign, mortgage or pledge to the
         Trustee as security for the Debt Securities of one or more series any
         property or assets; or

                  (k) to add a Guarantor; or

                  (l) to add to or change any of the provisions of this
         Indenture as contemplated in Section 11.7(b);

and the Company hereby covenants that it will fully perform all the requirements
of any such supplemental indenture which may be in effect from time to time.
Nothing in this Article XII contained shall affect or limit the right or
obligation of the Company to execute and deliver to the Trustee any instrument
of further assurance or other instrument which elsewhere in this Indenture it is
provided shall be delivered to the Trustee.

         The Trustee shall join with the Company in the execution of any such
supplemental indenture, make any further appropriate agreements and stipulations
which may be therein contained and accept the conveyance, transfer, assignment,
mortgage or pledge of any property thereunder, but the Trustee shall not be

                                      -47-

<PAGE>

obligated to enter into any such supplemental indenture which adversely affects
the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

         Any supplemental indenture authorized by the provisions of this Section
12.1 may be executed by the Company, the Guarantors and the Trustee without the
consent of the holders of any of the Debt Securities at the time Outstanding,
notwithstanding any of the provisions of Section 12.2.

         SECTION 12.2 Modification of Indenture with consent of holders of Debt
Securities. With the consent (evidenced as provided in Section 8.1) of the
holders of more than 50% in aggregate principal amount of the Debt Securities at
the time Outstanding of each series affected by such supplement, the Company and
the Guarantors, when authorized by a resolution of each of their respective
Board of Directors, and the Trustee may from time to time and at any time enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provision to or changing in any manner or eliminating any of the provisions
of this Indenture or of any supplemental indenture or of modifying in any manner
the rights of the holders of such series of the Debt Securities; provided,
however, that no such supplemental indenture shall (i) extend the time or times
of payment of the principal of, premium, if any, or the interest on, any series
of Debt Securities, or reduce the principal amount of, premium, if any, or the
rate of interest on, any series of Debt Securities (and/or such other amount or
amounts as any Debt Securities or supplemental indentures with respect thereto
may provide to be due and payable upon declaration of acceleration of the
maturity thereof pursuant to Section 7.1) or change the currency of payment of
principal of, premium, if any, or interest on, any series of Debt Securities or
reduce any amount payable on redemption thereof or alter or impair the right to
convert the same at the rate and upon the terms provided in the Indenture or
alter or impair the right to require redemption at the option of the holder,
without the consent of the holder of each Debt Security so affected, or (ii)
reduce the percentage of Debt Securities of any series, the vote or consent of
the holders of which is required for such modifications and alterations, without
the consent of the holders of all Debt Securities then Outstanding of such
series under the Indenture. Notwithstanding the foregoing, no consent of the
holders of Debt Securities shall be necessary to permit the execution of
supplemental indentures pursuant to Section 13.7.

         Upon the request of the Company, accompanied by a copy of a resolution
of its Board of Directors certified by the Secretary or an Assistant Secretary
of the Company authorizing the execution of any such supplemental indenture, and
upon the filing with the Trustee of evidence of the consent of holders of Debt
Securities as aforesaid, the Trustee shall join with the Company and the
Guarantors, as the case may be, in the execution of such supplemental indenture
unless such supplemental indenture 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 supplemental
indenture.

         It shall not be necessary for the consent of the holders of Debt
Securities under this Section 12.2 to approve the particular form of any
proposed supplemental indenture, but is shall be sufficient if such consent
shall approve the substance thereof.

         A supplemental indenture which changes or eliminates any provision of
this Indenture which has expressly been included solely for the benefit of one
or more particular series of Debt Securities, or which modifies the rights of
the holders of Debt Securities of such series with respect to such provision,
shall be deemed not to affect the rights under this Indenture of the holders of
Debt Securities of any other series.

         SECTION 12.3 Effect of supplemental indentures. Upon the execution of
any supplemental indenture pursuant to the provisions of this Article XII, this
Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitations of rights, obligations, duties
and immunities under this Indenture of the Trustee, the Company, the Guarantors
and the holders of Debt Securities shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and amendments,

                                      -48-

<PAGE>

and all the terms and conditions of any such supplemental indenture shall be and
be deemed to be part of the terms and conditions of this Indenture for any and
all purposes.

         The Trustee, subject to the provisions of Section 11.1, may receive an
Opinion of Counsel as conclusive evidence that any such supplemental indenture
complies with the provisions of this Article XII.

         SECTION 12.4 Supplemental indentures to conform to Trust Indenture Act.
Any supplemental indenture executed and delivered pursuant to the provisions of
this Article XII shall conform in all respects to the requirements of the Trust
Indenture Act of 1939 as then in effect.

         SECTION 12.5 Notation on or exchange of Debt Securities. If an
amendment, supplement or waiver changes the terms of a Debt Security of any
series, the Trustee may require the holder of the Debt Security to deliver it to
the Trustee. The Trustee may place an appropriate notation on the Debt Security
about the changed terms and return it to the holder. Alternatively, if the
Company or the Trustee so determines, the Company in exchange for the Debt
Security of any series shall issue and the Trustee shall authenticate a new Debt
Security of such series that reflects the changed terms.

                                  ARTICLE XIII

                          CONVERSION OF DEBT SECURITIES

         SECTION 13.1 Applicability of Article. Debt Securities of any series
which are convertible into Capital Stock at the option of the holder of Debt
Securities shall be convertible in accordance with their terms and (unless
otherwise specified as contemplated by Section 2.2 for Debt Securities of any
series) in accordance with this Article. Each reference in this Article XIII to
"a Debt Security" or "the Debt Securities" refers to the Debt Securities of the
particular series that is convertible into Capital Stock. Each reference in this
Article to "Capital Stock" into which Debt Securities of any series are
convertible refers to the class of Capital Stock into which the Debt Securities
of such series are convertible in accordance with their terms (as specified as
contemplated by Section 2.2). If more than one series of Debt Securities with
conversion privileges are outstanding at any time, the provisions of this
Article XIII shall be applied separately to each such series.

         SECTION 13.2 Right of holders of Debt Securities to convert Debt
Securities. Subject to and upon compliance with the terms of the Debt Securities
and the provisions of Section 5.7 and this Article XIII, at the option of the
holder thereof, any series of Debt Securities of any series of any authorized
denomination, or any portion of the principal amount thereof which is $1,000 or
any integral multiple of $1,000, may, at any time during the period specified in
the Debt Securities of such series, or in case such Debt Security or portion
thereof shall have been called for redemption, then in respect of such Debt
Security or portion thereof until and including, but not after (unless the
Company shall default in payment due upon the redemption thereof) the close of
business on the date fixed for redemption except that in the case of redemption
at the option of the holder of Debt Securities, if specified in the terms of
such Debt Securities, such right shall terminate upon receipt of written notice
of the exercise of such option, be converted into duly authorized, validly
issued, fully paid and nonassessable shares of the class of Preferred Stock or
Class A Common Stock, or combination thereof, as specified in such Debt
Security, at the conversion rate for each $1,000 principal amount of Debt
Securities (such initial conversion rate reflecting an initial conversion price
specified in such Debt Security) in effect on the conversion date, or, in case
an adjustment in the conversion rate has taken place pursuant to the provisions
of Section 13.5, then at the applicable conversion rate as so adjusted, upon
surrender of the Debt Security or Debt Securities, the principal amount of which
is so to be converted, to the Company at any time during usual business hours at

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<PAGE>

the office or agency to be maintained by it in accordance with the provisions of
Section 4.2, accompanied by a written notice of election to convert as provided
in Section 13.3 and, if so required by the Company and the Trustee, by a written
instrument or instruments of transfer in form satisfactory to the Company and
the Trustee duly executed by the registered holder or his attorney duly
authorized in writing. All Debt Securities surrendered for conversion shall, if
surrendered to the Company or any conversion agent, be delivered to the Trustee
for cancellation and cancelled by it, or shall, if surrendered to the Trustee,
be cancelled by it, as provided in Section 2.11.

         The initial conversion price or conversion rate in respect of a series
of Debt Securities shall be as specified in the Debt Securities of such series.
The conversion price or conversion rate will be subject to adjustment on the
terms set forth in Section 13.5 or such other or different terms, if any, as may
be specified by Section 2.2 for Debt Securities of such series. Provisions of
this Indenture that apply to conversion of all of a Debt Security also apply to
conversion of a portion of it.

         SECTION 13.3 Issuance of shares of Capital Stock on conversion. As
promptly as practicable after the surrender, as herein provided, of any series
of Debt Securities or Debt Securities for conversion, the Company shall deliver
or cause to be delivered at its said office or agency to or upon the written
order of the holder of the Debt Security or Debt Securities so surrendered a
certificate or certificates representing the number of duly authorized, validly
issued, fully paid and nonassessable shares of Capital Stock into which such
Debt Security or Debt Securities may be converted in accordance with the terms
thereof and the provisions of this Article XIII. Prior to delivery of such
certificate or certificates, the Company shall require a written notice at its
said office or agency from the holder of the Debt Security or Debt Securities so
surrendered stating that the holder irrevocably elects to convert such Debt
Security or Debt Securities, or, if less than the entire principal amount
thereof is to be converted, stating the portion thereof to be converted. Such
notice shall also state the name or names (with address and social security or
other taxpayer identification number) in which said certificate or certificates
are to be issued. Such conversion shall be deemed to have been made at the time
that such Debt Security or Debt Securities shall have been surrendered for
conversion and such notice shall have been received by the Company or the
Trustee, the rights of the holder of such Debt Security or Debt Securities as a
holder of Debt Securities shall cease at such time, the person or persons
entitled to receive the shares of Capital Stock upon conversion of such Debt
Security or Debt Securities shall be treated for all purposes as having become
the record holder or holders of such shares of Capital Stock at such time and
such conversion shall be at the conversion rate in effect at such time. In the
case of any series of Debt Securities of any series which is converted in part
only, upon such conversion, the Company shall execute and the Trustee or an
Authenticating Agent shall authenticate and deliver to the holder thereof, as
requested by such holder, a new Debt Security or Debt Securities of such series
of authorized denominations in aggregate principal amount equal to the
unconverted portion of such Debt Security.

         If the last day on which a Debt Security may be converted is not a
Business Day in a place where a conversion agent is located, the Debt Security
may be surrendered to that conversion agent on the next succeeding day that is a
Business Day.

         The Company will not be required to deliver certificates for shares of
Capital Stock upon conversion while its stock transfer books are closed for a
meeting of stockholders or for the payment of dividends or for any other
purpose, but certificates for shares of Capital Stock shall be delivered as soon
as the stock transfer books shall again be opened.

         SECTION 13.4 No payment or adjustment for interest or dividends. Unless
otherwise specified as contemplated by Section 2.2 for Debt Securities of such
series, Debt Securities surrendered for conversion during the period from the
close of business on any regular record date (or special record date for payment
of defaulted interest) next preceding any interest payment date to the opening

                                      -50-

<PAGE>

of business on such interest payment date (except Debt Securities called for
redemption on a redemption date within such period) when surrendered for
conversion must be accompanied by payment of an amount equal to the interest
thereon which the registered holder is to receive on such interest payment date.
Payment of interest shall be made, as of such interest payment date or such
date, as the case may be, to the holder of record of the Debt Securities as of
such regular, or special record date, as applicable. Except where Debt
Securities surrendered for conversion must be accompanied by payment as
described above, no interest on converted Debt Securities will be payable by the
Company on any interest payment date subsequent to the date of conversion. No
other payment or adjustment for interest or dividends is to be made upon
conversion. Notwithstanding the foregoing, upon conversion of any series of Debt
Securities with original issue discount, the fixed number of shares of Capital
Stock into which such Debt Security is convertible delivered by the Company to
the holder thereof shall be applied, first, to pay the accrued original issue
discount attributable to the period from the date of issuance to the date of
conversion of such Debt Security, and, second, to pay the balance of the
principal amount of such Debt Security.

         SECTION 13.5 Adjustment of conversion rate. Unless otherwise specified
as contemplated by Section 2.2 for Debt Securities of such series, the
conversion rate for Debt Securities in effect at any time shall be subject to
adjustment as follows:

                  (a) In case the Company shall (i) declare a dividend or make a
         distribution on the class of Capital Stock into which Debt Securities
         of such series are convertible in shares of its Capital Stock, (ii)
         subdivide the outstanding shares of the class of Capital Stock into
         which Debt Securities of such series are convertible into a greater
         number of shares, (iii) combine the outstanding shares of the class of
         Capital Stock into which Debt Securities of such series are convertible
         into a smaller number of shares, or (iv) issue by reclassification of
         the shares of the class of Capital Stock into which Debt Securities of
         such series are convertible (including any such reclassification in
         connection with a consolidation or merger in which the Company is the
         continuing corporation) any shares, the conversion rate for the Debt
         Securities of such series in effect at the time of the record date for
         such dividend or distribution, or the effective date of such
         subdivision, combination or reclassification, shall be proportionately
         adjusted so that the holder of any series of Debt Securities of such
         series surrendered for conversion after such time shall be entitled to
         receive the number and kind of shares which he would have owned or have
         been entitled to receive had such Debt Security been converted
         immediately prior to such time. Similar adjustments shall be made
         whenever any event listed above shall occur.

                  (b) In case the Company shall fix a record date for the
         issuance of rights or warrants to all holders of the class of Capital
         Stock into which Debt Securities of such series are convertible
         entitling them (for a period expiring within 45 days after such record
         date) to subscribe for or purchase shares of such class of Capital
         Stock (or securities convertible into shares of such class of Capital
         Stock) at a price per share (or, in the case of a right or warrant to
         purchase securities convertible into such class of Capital Stock,
         having a conversion price per share, after adding thereto the exercise
         price, computed on the basis of the maximum number of shares of such
         class of Capital Stock issuable upon conversion of such convertible
         securities, per share of such class of Capital Stock, so issuable) less
         than the current market price per share of such class of Capital Stock
         (as defined in subsection (d) below) on the date on which such issuance
         was declared or otherwise announced by the Company (the "Determination
         Date"), the number of shares of such class of Capital Stock into which
         each $1,000 principal amount of Debt Securities shall be convertible
         after such record date shall be determined by multiplying the number of
         shares of such class of Capital Stock into which such principal amount
         of Debt Securities was convertible immediately prior to such record
         date by a fraction, of which the numerator shall be the number of
         shares of such class of Capital Stock outstanding on the Determination
         Date plus the number of additional shares of such class of Capital
         Stock offered for subscription or purchase (or in the case of a right

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<PAGE>

         or warrant to purchase securities convertible into such class of
         Capital Stock, the aggregate number of additional shares of such class
         of Capital Stock into which the convertible securities so offered are
         initially convertible), and of which the denominator shall be the
         number of shares of such class of Capital Stock outstanding on the
         Determination Date plus the number of shares of such class of Capital
         Stock obtained by dividing the aggregate offering price of the total
         number of shares so offered (or, in the case of a right or warrant to
         purchase securities convertible into such class of Capital Stock, the
         aggregate initial conversion price of the convertible securities so
         offered, after adding thereto the aggregate exercise price of such
         rights or warrants computed on the basis of the maximum number of
         shares of such class of Capital Stock issuable upon conversion of such
         convertible securities) by such current market price. Shares of such
         class of Capital Stock of the Company owned by or held for the account
         of the Company shall not be deemed outstanding for the purpose of any
         such computation. Such adjustment shall be made successively whenever
         such a record date is fixed; and to the extent that shares of such
         class of Capital Stock are not delivered (or securities convertible
         into shares of such class of Capital Stock are not delivered) after the
         expiration of such rights or warrants (or, in the case of rights or
         warrants to purchase securities convertible into such class of Capital
         Stock once exercised, the expiration of the conversion right of such
         securities) the conversion rate shall be readjusted to the conversion
         rate which would then be in effect had the adjustments made upon the
         issuance of such rights or warrants (or securities convertible into
         shares) been made upon the basis of delivery of only the number of
         shares actually delivered. In the event that such rights or warrants
         are not so issued, the conversion rate shall again be adjusted to the
         conversion rate which would then be in effect if such record date had
         not been fixed.

                  (c) In case the Company shall fix a record date for the making
         of a distribution to all holders of the class of Capital Stock into
         which Debt Securities of such series are convertible (including any
         such distribution made in connection with a consolidation or merger in
         which the Company is the continuing corporation) of evidences of its
         indebtedness or assets (excluding any cash dividends paid from retained
         earnings and dividends payable in Capital Stock for which adjustment is
         made pursuant to subsection (a) above) or subscription rights or
         warrants (excluding subscription rights or warrants to purchase the
         class of Capital Stock into which Debt Securities of such series are
         convertible), the number of shares of such class of Capital Stock into
         which each $1,000 principal amount of Debt Securities of such series
         shall be convertible after such record date shall be determined by
         multiplying the number of shares of such class of Capital Stock into
         which such principal amount of Debt Securities was convertible
         immediately prior to such record date by a fraction, of which the
         numerator shall be the fair market value of the assets of the Company,
         after deducting therefrom all liabilities of the Company and all
         preferences (including accrued but unpaid dividends) in respect of
         classes of Capital Stock having a preference with respect to the assets
         of the Company over such class of Capital Stock (all as determined by
         the Board of Directors, whose determination shall be conclusive, and
         described in a certificate signed by any Chairmen of the Board,
         President or any Vice President (regardless of Vice Presidential
         designation) and the Chief Financial Officer or Treasurer of the
         Company, filed with the Trustee and each conversion agent) on such
         record date, and of which the denominator shall be such fair market
         value after deducting therefrom such liabilities and preferences, less
         the fair market value (as determined by the Board of Directors, whose
         determination shall be conclusive, and described in a statement filed
         with the Trustee and each conversion agent) of the assets or evidences
         of indebtedness, so distributed or of such subscription rights or
         warrants applicable, so distributed. Such adjustment shall be made
         successively whenever such a record date is fixed; and in the event
         that such distribution is not so made, the conversion rate shall again
         be adjusted to the conversion rate which would then be in effect if
         such record date had not been fixed.

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<PAGE>

                  (d) For the purpose of any computation under subsection (b)
         above and Section 13.6, the current market price per share of the
         Capital Stock on any date as of which such price is to be computed
         shall mean the average of the Closing Prices for the 30 consecutive
         Business Days commencing 45 Business Days before such date.

                  (e) No adjustment in the conversion rate shall be required
         unless such adjustment would require a cumulative increase or decrease
         of at least 1% in such rate; provided, however, that any adjustments
         which by reason of this subsection (e) are not required to be made
         shall be carried forward and taken into account in any subsequent
         adjustment, and provided, further, that adjustments shall be required
         and made in accordance with the provisions of this Article XIII (other
         than this subsection (e)) not later than such time as may be required
         in order to preserve the tax-free nature of a distribution for United
         States income tax purposes to the holders of Debt Securities or the
         class of Capital Stock into which such Debt Securities are convertible.
         All calculations under this Article XIII shall be made to the nearest
         cent or to the nearest one-thousandth of a share, as the case may be.
         Anything in this Section 13.5 to the contrary notwithstanding, the
         Company shall be entitled to make such adjustments in the conversion
         rate, in addition to those required by this Section 13.5, as it in its
         discretion shall determine to be advisable in order that any stock
         dividend, subdivision of shares, distribution of rights to purchase
         stock or securities, or distribution of securities convertible into or
         exchangeable for stock hereafter made by the Company to its
         stockholders shall not be taxable for United States income tax
         purposes.

                  (f) Whenever the conversion rate is adjusted, as herein
         provided, the Company shall promptly file with the Trustee and with the
         office or agency maintained by the Company for the conversion of Debt
         Securities of such series pursuant to Section 4.2, a certificate of a
         firm of independent public accountants of recognized national standing
         selected by the Board of Directors (who may be the regular accountants
         employed by the Company) setting forth the conversion rate after such
         adjustment and setting forth a brief statement of the facts requiring
         such adjustment and a computation thereof. Such certificate shall be
         conclusive evidence of the correctness of such adjustment. Neither the
         Trustee nor any conversion agent shall be under any duty or
         responsibility with respect to any such certificate or any facts or
         computations set forth therein, except to exhibit said certificate from
         time to time to any holder of Debt Securities of such series desiring
         to inspect the same. The Company shall promptly cause a notice setting
         forth the adjusted conversion rate to be mailed to the holders of Debt
         Securities of such series, as their names and addresses appear upon the
         registration books of the Company.

                  (g) In the event that at any time, as a result of shares of
         any other class of Capital Stock becoming issuable in exchange or
         substitution for or in lieu of shares of the class of Capital Stock
         into which such Debt Securities are convertible or as a result of an
         adjustment made pursuant to subsection (a) above, the holder of any
         series of Debt Securities of such series thereafter surrendered for
         conversion shall become entitled to receive any shares of the Company
         other than shares of the class of Capital Stock into which the Debt
         Securities of such series are convertible, thereafter the number of
         such other shares so receivable upon conversion of any series of Debt
         Securities shall be subject to adjustment from time to time in a manner
         and on terms as nearly equivalent as practicable to the provisions with
         respect to the class of Capital Stock into which the Debt Securities of
         such series are convertible contained in subsections (a) to (f),
         inclusive, above, and the provisions of this Article XIII with respect
         to the class of Capital Stock into which the Debt Securities of such
         series are convertible shall apply on like terms to any such other
         shares.

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<PAGE>

                  (h) The conversion rate with respect to any Debt Securities
         with original issue discount, the terms of which provide for
         convertibility, shall not be adjusted during the term of such Original
         Issue Discount Securities for accrued original issue discount.

                  (i) In the event that the Debt Securities of any series are
         convertible into more than one class of Capital Stock, the provisions
         of this Section 13.5 shall apply separately to events affecting each
         such class.

         SECTION 13.6 No fractional shares to be issued. No fractional shares of
Capital Stock shall be issued upon conversions of Debt Securities. If more than
one Debt Security of any series shall be surrendered for conversion at one time
by the same holder, the number of full shares which shall be issuable upon
conversion thereof shall be computed on the basis of the aggregate principal
amount of Debt Securities of such series (or specified portions thereof to the
extent permitted hereby) so surrendered. Instead of a fraction of a share of
Capital Stock which would otherwise be issuable upon conversion of any series of
Debt Securities or Debt Securities (or specified portions thereof), the Company
shall pay a cash adjustment in respect of such fraction of a share in an amount
equal to the same fractional interest of the current market price (as defined in
Section 13.5) per share of Capital Stock on the Business Day next preceding the
day of conversion.

         SECTION 13.7 Preservation of conversion rights upon consolidation,
merger, sale or conveyance. In case of any consolidation of the Company with, or
merger of the Company into, any other corporation (other than a consolidation or
merger in which the Company is the continuing corporation), or in the case of
any sale or transfer of all or substantially all of the assets of the Company,
the corporation formed by such consolidation or the corporation into which the
Company shall have been merged or the corporation which shall have acquired such
assets, as the case may be, shall execute and deliver to the Trustee, a
supplemental indenture, subject to the provisions of Article X and XII as they
relate to supplemental indentures, providing that the holder of each Debt
Security then Outstanding of a series which was convertible into Capital Stock
shall have the right thereafter to convert such Debt Security into the kind and
amount of shares of stock and other securities and property, including amount of
shares of stock and other securities and property, including cash, receivable
upon such consolidation, merger, sale or transfer by a holder of the number of
shares of Capital Stock of the Company into which such Debt Securities might
have been converted immediately prior to such consolidation, merger, sale or
transfer. Such supplemental indenture shall conform to the provisions of the
Trust Indenture Act of 1939 as then in effect and shall provide for adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
which shall be as nearly equivalent as may be practicable to the adjustments
provided for in this Article XIII. Neither the Trustee nor any conversion agent
shall be under any responsibility to determine the correctness of any provision
contained in any such supplemental indenture relating either to the kind or
amount of shares of stock or other securities or property receivable by holders
of Debt Securities upon the conversion of their Debt Securities after any such
consolidation, merger, sale or transfer, or to any adjustment to be made with
respect thereto and, subject to the provisions of Section 11.1, may accept as
conclusive evidence of the correctness of any such provisions, and shall be
protected in relying upon, an Opinion of Counsel with respect thereto. If in the
case of any such consolidation, merger, sale or transfer, the stock or other
securities and property receivable by a holder of the Debt Securities includes
stock or other securities and property of a corporation other than the successor
or purchasing corporation, then such supplemental indenture shall also be
executed by such other corporation and shall contain such additional provisions
to protect the interests of the holders of the Debt Securities as the Board of
Directors shall reasonably consider necessary. The above provisions of this
Section 13.7 shall similarly apply to successive consolidations, mergers, sales
or transfers.

                                      -54-

<PAGE>

         SECTION 13.8 Notice to holders of Debt Securities of a series prior to
taking certain types of action. With respect to the Debt Securities of any
series, in case:

                  (a) the Company shall authorize the issuance to all holders of
         the class of Capital Stock into which Debt Securities of such series
         are convertible of rights or warrants to subscribe for or purchase
         shares of its Capital Stock or of any other right;

                  (b) the Company shall authorize the distribution to all
         holders of the class of Capital Stock into which Debt Securities of
         such series are convertible of evidences of its indebtedness or assets
         (except for the exclusions with respect to certain dividends set forth
         in Section 13.5(c));

                  (c) of any subdivision, combination or reclassification of the
         class of Capital Stock into which Debt Securities of such series are
         convertible or of any consolidation or merger to which the Company is a
         party and for which approval by the stockholders of the Company is
         required, or of the sale or transfer of all or substantially all of the
         assets of the Company; or

                  (d) of the voluntary or involuntary dissolution, liquidation
         or winding up of the Company;

then the Company shall cause to be filed with the Trustee and at the office or
agency maintained for the purpose of conversion of Debt Securities of such
series pursuant to Section 4.2, and shall cause to be mailed to the holders of
Debt Securities of such series, at their last addresses as they shall appear
upon the registration books of the Company, at least ten days prior to the
applicable record date hereinafter specified, a notice stating (i) the date as
of which the holders of such class of Capital Stock to be entitled to receive
any such rights, warrants or distribution are to be determined, or (ii) the date
on which any such subdivision, combination, reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up or other action is
expected to become effective, and the date as of which it is expected that
holders of record of such class of Capital Stock shall be entitled to exchange
their Capital Stock of such class for securities or other property, if any,
deliverable upon such subdivision, combination, reclassification, consolidation,
merger, sale, transfer, dissolution, liquidation, winding up or other action.
The failure to give the notice required by this Section 13.8 or any defect
therein shall not affect the legality or validity of any distribution, right,
warrant, subdivision, combination, reclassification, consolidation, merger,
sale, transfer, dissolution, liquidation, winding up or other action, or the
vote upon any of the foregoing. Such notice shall also be published by and at
the expense of the Company not later than the aforesaid filing date at least
once in an Authorized Newspaper.

         SECTION 13.9 Covenant to reserve shares for issuance on conversion of
Debt Securities. The Company covenants that at all times it will reserve and
keep available out of each class of its authorized Capital Stock, free from
preemptive rights, solely for the purpose of issue upon conversion of Debt
Securities of any series as herein provided, such number of shares of Capital
Stock of such class as shall then be issuable upon the conversion of all
Outstanding Debt Securities of such series. The Company covenants that all
shares of Capital Stock which shall be so issuable shall, when issued or
delivered, be duly and validly issued shares of the class of authorized Capital
Stock into which Debt Securities of such series are convertible, and shall be
fully paid and nonassessable, free of all liens and charges and not subject to
preemptive rights and that, upon conversion, the appropriate capital stock
accounts of the Company will be duly credited.

         SECTION 13.10 Compliance with governmental requirements. The Company
covenants that if any shares of Capital Stock required to be reserved for
purposes of conversion of Debt Securities hereunder require registration or
listing with or approval of any governmental authority under any Federal or
State law, pursuant to the Securities Act of 1933, as amended, or the Securities
Exchange Act, or any national or regional securities exchange on which such

                                      -55-

<PAGE>

Capital Stock is listed at the time of delivery of any shares of such Capital
Stock, before such shares may be issued upon conversion, the Company will use
its best efforts to cause such shares to be duly registered, listed or approved,
as the case may be.

         SECTION 13.11 Payment of taxes upon certificates for shares issued upon
conversion. The issuance of certificates for shares of Capital Stock upon the
conversion of Debt Securities shall be made without charge to the converting
holders of Debt Securities for any tax (including, without limitation, all
documentary and stamp taxes) in respect of the issuance and delivery of such
certificates, and such certificates shall be issued in the respective names of,
or in such names as may be directed by, the holders of the Debt Securities
converted; provided, however, that the Company shall not be required to pay any
tax which may be payable in respect of any transfer involved in the issuance and
delivery of any such certificate in a name other than that of the holder of the
Debt Security converted, and the Company shall not be required to issue or
deliver such certificates unless or until the person or persons requesting the
issuance thereof shall have paid to the Company the amount of such tax or shall
have established to the satisfaction of the Company that such tax has been paid.

         SECTION 13.12 Trustee's duties with respect to conversion provisions.
The Trustee and any conversion agent shall not at any time be under any duty or
responsibility to any holder of Debt Securities to determine whether any facts
exist which may require any adjustment of the conversion rate, or with respect
to the nature or extent of any such adjustment when made, or with respect to the
method employed, or herein or in any supplemental indenture provided to be
employed, in making the same. Neither the Trustee nor any conversion agent shall
be accountable with respect to the registration under securities laws, listing,
validity or value (or the kind or amount) of any shares of Capital Stock, or of
any other securities or property, which may at any time be issued or delivered
upon the conversion of any series of Debt Securities; and neither the Trustee
nor any conversion agent makes any representation with respect thereto. Neither
the Trustee nor any conversion agent shall be responsible for any failure of the
Company to make any cash payment or to issue, transfer or deliver any shares of
stock or stock certificates or other securities or property upon the surrender
of any series of Debt Securities for the purpose of conversion; and the Trustee,
subject to the provisions of Section 11.1, and any conversion agent shall not be
responsible for any failure of the Company to comply with any of the covenants
of the Company contained in this Article XIII.

                                  ARTICLE XIV

                                   GUARANTEES

         SECTION 14.1 Guarantee. If any of the Guarantors guarantee any series
of Debt Securities, such series of Debt Securities shall be guaranteed, jointly
and severally, by each Guarantor. Subject to the provisions of this Article XIV
and the terms of a Debt Security of any series, each Guarantor hereby
irrevocably and unconditionally guarantees, jointly and severally, to each
holder of Debt Securities and the Trustee, on behalf of the holders of Debt
Securities, (a) the due and punctual payment of the principal of, premium if
any, and interest on each Debt Security, when and as the same shall become due
and payable, whether at stated maturity, acceleration, or otherwise, the due and
punctual payment of interest on the overdue principal of and interest, if any,
on the Debt Securities, to the extent lawful, and the due and punctual
performance of all other obligations of the Company to the holders of Debt
Securities or the Trustee all in accordance with the terms of such Debt Security
and this Indenture provided that this Guarantee shall not be applicable to, or
guarantee the Company's obligation with respect to the conversion of Debt
Securities into Preferred Stock or Class A Common Stock if applicable to the
Debt Securities of such series, and (b) in the case of any extension of time of
payment or renewal of any Debt Securities or any of such other obligations, that
the same will be promptly paid in full when due or performed in accordance with
the terms of the extension or renewal, at stated maturity, by declaration of

                                      -56-

<PAGE>

acceleration or otherwise (the obligations in subsections (a) and (b) hereof
being the "Guaranteed Obligations"). Without limiting the generality of the
foregoing, each Guarantor's liability shall extend to all amounts that
constitute part of the Guaranteed Obligations and would be owed by the Company
to the holders of Debt Securities, or the Trustee under the Debt Securities and
this Indenture but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving
the Company. The Guarantors hereby agree that their obligations hereunder shall
be absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Debt Security or this
Indenture, any failure to enforce the provisions of any such Debt Security or
this Indenture, any waiver, modification or indulgence granted to the Company
with respect thereto, by any Guaranteed Party or any other circumstances which
may otherwise constitute a legal or equitable discharge or defense of the
Company or a surety or guarantor. The Guarantors hereby waive diligence,
presentment, filing of claims with a court in the event of merger or bankruptcy
of the Company, any right to require a proceeding first against the Company, the
benefit of discussion, protest or notice with respect to any such Debt Security
or the indebtedness evidenced thereby and all demands whatsoever (except as
specified above), and covenant that this Guarantee will not be discharged as to
any such Debt Security except by payment in full of the Guaranteed Obligations,
pursuant to Article X, or upon conversion of such Debt Security in accordance
with Article XIII. Each Guarantor further agrees that, as between such Guarantor
and the Guaranteed Parties, (x) the maturity of Guaranteed Obligations may be
accelerated as provided in Article VII for the purpose of the Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Guaranteed Obligations, and (y) in the event of
any declaration of acceleration of such Guaranteed Obligations as provided in
Article VII, such Guaranteed Obligations (whether or not due and payable) shall
forthwith become due and payable by each Guarantor for the purpose of this
Guarantee. In addition, without limiting the foregoing provisions, upon the
effectiveness of an acceleration under Article VII, the Trustee shall promptly
make a demand for payment on the Debt Securities under each Guarantee provided
for in this Article XIV and not discharged.

         Each Guarantor hereby irrevocably waives any claim or other rights that
it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of such Guarantor's obligations
under this Indenture, or any other document or instrument including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, any right to participate in any claim or remedy of the
Guaranteed Parties against the Company, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including,
without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or in any other manner, payment or
security on account of such claim or other rights. If any amount shall be paid
to any Guarantor in violation of the preceding sentence and the Guaranteed
Obligations shall not have been paid in full, such amount shall be deemed to
have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Guaranteed Parties, and shall forthwith be paid to the Trustee.
Each Guarantor acknowledges that it will receive direct and indirect benefits
from the issuance of the Debt Securities and that the waiver set forth in this
Section is knowingly made in contemplation of such benefits.

         SECTION 14.2 Obligations of the Guarantors Unconditional. Nothing
contained in this Article XIV elsewhere in this Indenture or in any series of
Debt Securities or in the Guarantee is intended to or shall impair, as between
the Guarantors and the holders of Debt Securities, the obligations of the
Guarantors, which obligations are independent of the obligations of the Company
under the Debt Securities and this Indenture and are absolute and unconditional,
to pay to the holders of Debt Securities the Guaranteed Obligations as and when
the same shall become due and payable in accordance with the provisions of this
Guarantee and this Indenture, nor shall anything herein or therein prevent the
Trustee or any holder of Debt Securities from exercising all remedies otherwise
permitted by applicable law upon an Event of Default under this Indenture. Each
payment to be made by any Guarantor hereunder in respect of the Guaranteed

                                      -57-

<PAGE>

Obligations shall be payable in the currency or currencies in which such
Guaranteed Obligations are denominated.

         SECTION 14.3 Execution of Guarantee. To evidence its obligations under
this Article XIV, each Guarantor hereby agrees to execute a guarantee in a form
set forth in the supplemental indenture for such series of Debt Securities, to
be endorsed on each Debt Security authenticated and delivered by the Trustee and
that this Indenture shall be executed on behalf of the Guarantors by their
respective Presidents or Vice Presidents (regardless of Vice Presidential
designation), under their corporate seals reproduced thereon attested by their
respective Secretaries or Assistant Secretaries. The signature of any of these
officers on the Debt Securities may be manual or facsimile. Each Guarantor
hereby agrees that its Guarantee set forth in this Article XIV shall remain in
full force and effect notwithstanding any failure to endorse such Guarantee on
any series of Debt Securities.

         If an officer whose signature is on this Indenture no longer holds that
office at the time the Trustee authenticates a Debt Security on which this
Guarantee is endorsed, the Guarantee shall be valid nevertheless.

         SECTION 14.4 Withholding. All payments made by a Guarantor with respect
to the Guarantees will be made without withholding or deduction for, or on
account of, any present or future taxes, duties, assessments or governmental
charges of whatever nature imposed or levied by or on behalf of any country
(other than the United States) or any political subdivision thereof or any
authority therein or thereof, having power to tax, unless the withholding or
deduction of such taxes, duties, assessments or governmental charges is then
required by law. In the event that any country (other than the United States) or
any political subdivision thereof or any authority therein or thereof, imposes
any such withholding or deduction on (a) any payments made by a Guarantor with
respect to the Guarantees or (b) any net proceeds on the sale to or exchange
with any Guarantor of the Debt Securities, such Guarantor will pay such
additional amounts (the "Additional Amounts") as may be necessary in order that
the net amounts received in respect of such payments or sale or exchange by the
holders of the Debt Securities or the Trustee, as the case may be, after such
withholding or deduction shall equal the respective amounts that would have been
received in respect of such payments or sale or exchange in the absence of such
withholding or deduction; except that no such Additional Amounts shall be
payable with respect to any series of Debt Securities held by or on behalf of a
holder who is liable for such taxes, duties, assessments or governmental charges
in respect of such Debt Security by reason of his being a citizen or resident
of, or carrying on a business in, the country of residence of any Guarantor.
Notwithstanding the foregoing, a Guarantor making a payment on the Debt
Securities pursuant to the Guarantee shall not be required to pay any Additional
Amounts if (x) the beneficial holder of a Debt Security receives by certified
mail (evidenced by a return receipt signed by such beneficial holder) (i)
written notice from such Guarantor no less than 60 days in advance of making
such payment and (ii) the appropriate forms or instructions necessary to enable
such beneficial holder to certify or document the availability of an exemption
from, or reduction of, the withholding or deduction of such taxes under
applicable law, which such instructions shall clearly specify that Additional
Amounts hereunder may not be paid if such forms are not completed by such
beneficial holder, and (y) the Guarantor that would otherwise have to pay such
Additional Amounts establishes to the satisfaction of the Trustee that the
obligation to pay such Additional Amounts would not have arisen but for the
failure of such beneficial holder to (i) duly complete such forms as were
actually received by such beneficial holder or respond to such instructions and
(ii) provide to such Guarantor such duly completed forms or responses to
instructions. Without prejudice to the survival of any of the agreements of the
Guarantors hereunder, the agreements and obligations of the Guarantors contained
in this Section 14.4 shall survive the payment in full of the Guaranteed
Obligations and all other amounts payable under this Guarantee.

                                      -58-

<PAGE>

         SECTION 14.5 Limitation of Guarantee. The Company and each holder of a
Debt Security by his or her acceptance thereof, hereby confirm that it is the
intention of all such parties that any Guarantee of the Guaranteed Obligations
executed by a Guarantor pursuant to this Indenture and the terms of a
supplemental indenture for any series of Debt Securities not constitute a
fraudulent transfer or conveyance for purposes of the Bankruptcy Law, the
Uniform Fraudulent Conveyance Act or any similar federal or state law. To
effectuate the foregoing intention, the holders of Debt Securities hereby
irrevocably agree that (i) in the event that any such Guarantee would constitute
or result in a violation of any applicable fraudulent conveyance or similar law
of any relevant jurisdiction, the liability of the Guarantor under such
Guarantee shall be reduced to the maximum amount, after giving effect to all
other contingent and fixed liabilities of such Guarantor, permissible under the
applicable fraudulent conveyance or similar law and (ii) with respect to the
liability of Canandaigua B.V. only, the liability of Canandaigua B.V. under its
Guarantee shall not exceed the net intrinsic value of Canandaigua B.V. without
leaving the other creditors of Canandaigua B.V. unpaid.

         SECTION 14.6 Release of Guarantee.

                  (a) Concurrently with the payment in full of all of the
         Guaranteed Obligations, the Guarantors shall be released from and
         relieved of their obligations under this Article XIV. Upon the delivery
         by the Company to the Trustee of an Officers' Certificate and, if
         requested by the Trustee, an Opinion of Counsel to the effect that the
         transaction giving rise to the release of such obligations was made by
         the Company in accordance with the provisions of this Indenture and the
         Debt Securities, the Trustee shall execute any documents reasonably
         required in order to evidence the release of the Guarantors from their
         obligations. If any of the Guaranteed Obligations are revived and
         reinstated after the termination of this Guarantee, then all of the
         obligations of the Guarantors under this Guarantee shall be revived and
         reinstated as if this Guarantee had not been terminated until such time
         as the Guaranteed Obligations are paid in full, and the Guarantors
         shall enter into an amendment to this Guarantee, reasonably
         satisfactory to the Trustee, evidencing such revival and reinstatement.

                  (b) Upon the sale or disposition of all the Capital Stock of a
         Guarantor (by merger or otherwise) to a Person other than the Company
         or any other Guarantor and which sale or disposition is otherwise in
         compliance with the terms of this Indenture, such Guarantor shall be
         deemed released from all obligations under this Article XIV; provided,
         however, that any such termination upon such sale or disposition shall
         occur if and only to the extent that all obligations of such Guarantor
         under all of its guarantees of, and under all of its pledges of assets
         or other security interests which secure, indebtedness of the Company
         or any other Guarantor shall also terminate upon such sale or
         disposition. Upon the delivery by the Company to the Trustee of an
         Officers' Certificate and, if requested by the Trustee, an Opinion of
         Counsel to the effect that the transaction giving rise to the release
         of such obligations was made in accordance with the provisions of this
         Indenture and the Debt Securities, the Trustee shall execute any
         documents reasonably required in order to evidence the release of such
         Guarantor from its obligations. Any Guarantor not so released remains
         liable for the full amount of principal of and interest on the Debt
         Securities as provided in this Article XIV.

                  (c) With respect to any series of Debt Securities, upon
         conversion of such Debt Security in accordance with the provisions of
         Article XIII, the Guarantors shall be released from and relieved of
         their obligations with respect to such Debt Security under this Article
         XIV. Upon such conversion, if so requested by a Guarantor, the Trustee
         shall execute any documents reasonably required in order to evidence
         the release of the Guarantors from their obligations. If any of the
         Guaranteed Obligations are revived and reinstated after the termination
         of this Guarantee, then all of the obligations of the Guarantors under
         this Guarantee shall be revived and reinstated as if this Guarantee had
         not been terminated until such time as the Guaranteed Obligations are

                                      -59-

<PAGE>

         paid in full, and the Guarantors shall enter into an amendment to this
         Guarantee, reasonably satisfactory to the Trustee, evidencing such
         revival and reinstatement.







                            [Signature Pages Follow]

<PAGE>

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

                                          CONSTELLATION BRANDS, INC.


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



Attest:
         ------------------------------
         Name:
         Title:



                                          BARTON INCORPORATED


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


Attest:
         ------------------------------
         Name:
         Title:




                                          BARTON BRANDS, LTD.


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


Attest:
         ------------------------------
         Name:
         Title:

                                      -61-

<PAGE>

                                          BARTON BEERS, LTD.


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


Attest:
         ------------------------------
         Name:
         Title:


                                          BARTON BRANDS OF CALIFORNIA, INC.


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


Attest:
         ------------------------------
         Name:
         Title:


                                          BARTON BRANDS OF GEORGIA, INC.


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


Attest:
         ------------------------------
         Name:
         Title:

                                      -62-

<PAGE>

                                          BARTON DISTILLERS IMPORT CORP.


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


Attest:
         ------------------------------
         Name:
         Title:


                                          BARTON FINANCIAL CORPORATION


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


Attest:
         ------------------------------
         Name:
         Title:


                                          BARTON CANADA, LTD.


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


Attest:
         ------------------------------
         Name:
         Title:


                                          BARTON BEERS OF WISCONSIN, LTD.


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


Attest:
         ------------------------------
         Name:
         Title:

                                      -63-

<PAGE>

                                          MONARCH IMPORT COMPANY


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


Attest:
         ------------------------------
         Name:
         Title:


                                          CANANDAIGUA WINE COMPANY, INC.


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


Attest:
         ------------------------------
         Name:
         Title:


                                          CONSTELLATION INTERNATIONAL HOLDINGS
                                          LIMITED


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


Attest:
         ------------------------------
         Name:
         Title:


                                          CANANDAIGUA LIMITED


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


Attest:
         ------------------------------
         Name:
         Title:

                                      -64-

<PAGE>

                                          CANANDAIGUA B.V.


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


Attest:
         ------------------------------
         Name:
         Title:

                                          CBI AUSTRALIA HOLDINGS PTY LIMITED


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

Attest:
         ------------------------------
         Name:
         Title:

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

Attest:
         ------------------------------
         Name:
         Title:


                                          CONSTELLATION AUSTRALIA PTY LIMITED


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

Attest:
         ------------------------------
         Name:
         Title:

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

Attest:
         ------------------------------
         Name:
         Title:

                                      -65-

<PAGE>

                                          FRANCISCAN VINEYARDS, INC.


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


Attest:
         ------------------------------
         Name:
         Title:

                                          ALLBERRY, INC.


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


Attest:
         ------------------------------
         Name:
         Title:

                                          CLOUD PEAK CORPORATION


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


Attest:
         ------------------------------
         Name:
         Title:


                                          M.J. LEWIS CORP.


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


Attest:
         ------------------------------
         Name:
         Title:

                                      -66-

<PAGE>

                                          MT. VEEDER CORPORATION


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


Attest:
         ------------------------------
         Name:
         Title:


                                          ROBERTS TRADING CORP.


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


Attest:
         ------------------------------
         Name:
         Title:


                                          BNY MIDWEST TRUST COMPANY, as
                                          Trustee


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


Attest:
         ------------------------------
         Name:
         Title:

                                      -67-

<PAGE>




STATE OF NEW YORK                           )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ________________, ____, before me personally came
_____________________________ , to me known, who, being by me duly sworn, did
depose and say that he resides at _____________________________________, that he
is _________________________ of CONSTELLATION BRANDS, INC., a Delaware
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]


                                       -----------------------------------------







STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ________________, _____, before me personally came
___________________________ , to me known, who, being by me duly sworn, did
depose and say that he resides at ___________________________________, that he
is ______________________________ of BARTON INCORPORATED, a Delaware
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -68-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ______________, ____, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at __________________________________, that he is
_______________________________ of BARTON BRANDS, LTD., a Delaware corporation,
the corporation described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------









STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ____________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _______________________________________, that he is
_________________________________ of BARTON BEERS, LTD., a Maryland corporation,
the corporation described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -69-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
________________________ , to me known, who, being by me duly sworn, did depose
and say that he resides at __________________________, that he is
_________________________________ of BARTON BRANDS OF CALIFORNIA, INC., a
Connecticut corporation, the corporation described in and which executed the
above instrument; that he or she knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said corporation; and that
he signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------









STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ______________, ____, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ___________________________________, that he is
_________________________________ of BARTON BRANDS OF GEORGIA, INC., a Georgia
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -70-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _____________________________________, that he is
_________________________________ of BARTON DISTILLERS IMPORT CORP., a New York
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------












STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ______________, ____, before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he resides at _____________________________________, that he is
_____________________________ of BARTON CANADA, LTD., an Illinois corporation,
the corporation described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -71-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________, that he is
_________________________________ of BARTON BEERS OF WISCONSIN, LTD., a
Wisconsin corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------







STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ____________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _______________________________________, that he is
_________________________________ of BARTON FINANCIAL CORPORATION, a Delaware
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -72-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _________________________, that he is
_________________________________ of MONARCH IMPORT COMPANY, an Illinois
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------









STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ____________________________________, that he is
____________________________________ of CANANDAIGUA WINE COMPANY, INC., a New
York corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -73-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ________________________________________, that he is
________________________________ of CONSTELLATION INTERNATIONAL HOLDINGS
LIMITED, a New York corporation, the corporation described in and which executed
the above instrument; that he knows the corporate seal of said corporation; that
the seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------






STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of _______________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _____________________________________, that he is
_________________________________ of CANANDAIGUA LIMITED, a company organized
under the laws of England and Wales, the company described in and which executed
the above instrument; that he knows the corporate seal of said company; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said company; and that he
signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -74-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ____________________________________________, that he is
______________________________ of CANANDAIGUA B.V., a company organized under
the laws of The Netherlands, the corporation described in and which executed the
above instrument; that he knows the corporate seal of said corporation; that the
seal affixed to the said instrument is such corporate seal; that it was so
affixed by authority of the Board of Directors of said corporation; and that he
signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------








STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ____________________________________________, that he is
______________________________ of CBI AUSTRALIA HOLDINGS PTY LIMITED, a company
organized under the laws of Australia, the corporation described in and which
executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -75-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________________, that he is
_________________________________ of CBI AUSTRALIA HOLDINGS PTY LIMITED, a
company organized under the laws of Australia, the corporation described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------






STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _________________________________________, that he is
_______________________________ of CONSTELLATION AUSTRALIA PTY LIMITED, a
company organized under the laws of Australia, the corporation described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -76-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________, to me known, who, being by me duly sworn, did depose and
say that he resides at ______________________________________, that he is
_________________________________ of CONSTELLATION AUSTRALIA PTY LIMITED, a
company organized under the laws of Australia, the corporation described in and
which executed the above instrument; that he knows the corporate seal of said
corporation; that the seal affixed to the said instrument is such corporate
seal; that it was so affixed by authority of the Board of Directors of said
corporation; and that he signed his name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------








STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ___________________________________, that he is
___________________________________ of FRANCISCAN VINEYARDS, INC., a Delaware
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -77-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ___________________________________________, that he is
_____________________________ of ALLBERRY, INC., a California corporation, the
corporation described in and which executed the above instrument; that he knows
the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------




STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at __________________________________________, that he is
_______________________________ of CLOUD PEAK CORPORATION, a California
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -78-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at ____________________________________________, that he is
______________________________ of M.J. LEWIS CORP., a California corporation,
the corporation described in and which executed the above instrument; that he
knows the corporate seal of said corporation; that the seal affixed to the said
instrument is such corporate seal; that it was so affixed by authority of the
Board of Directors of said corporation; and that he signed his name thereto by
like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------



STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
____________________ , to me known, who, being by me duly sworn, did depose and
say that he resides at _____________________________________, that he is
_________________________________ of MT. VEEDER CORPORATION, a California
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -79-

<PAGE>

STATE OF _________________                  )
                                            )  ss.:
COUNTY OF _______________                   )


         On the ____ day of ____________, ____, before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he resides at ___________________________ that he is
_________________________________ of ROBERTS TRADING CORP., a New York
corporation, the corporation described in and which executed the above
instrument; that he knows the corporate seal of said corporation; that the seal
affixed to the said instrument is such corporate seal; that it was so affixed by
authority of the Board of Directors of said corporation; and that he signed his
name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------




STATE OF                                    )
                                            )  ss.:
COUNTY OF _______________                   )


         On the _____ day of ________________, ____, before me personally came
_______________________, to me known, who, being by me duly sworn, did depose
and say that he or she resides at _____________________________________, that he
or she is ______________________ of BNY MIDWEST TRUST COMPANY, a
________________________ banking corporation described in and which executed the
above instrument; that he or she knows the corporate seal of said corporation;
that the seal affixed to the said instrument is such corporate seal; that it was
so affixed by authority of the Board of Directors of said corporation; and that
he or she signed his or her name thereto by like authority.



[NOTARIAL SEAL]

                                       -----------------------------------------

                                      -80-