<PAGE>
                                                                     EXHIBIT 4.1



                                                                  CONFORMED COPY

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

                         SEMINIS VEGETABLE SEEDS, INC.,

                           the Guarantors named herein

                                       and

               Wells Fargo Bank, National Association, as Trustee

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

                                    INDENTURE

                         Dated as of September 29, 2003

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

                                  $190,000,000
                   10-1/4% Senior Subordinated Notes due 2013

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

<PAGE>

                             CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>
   TIA                                                                             Indenture
 Section                                                                            Section
 -------                                                                          -----------
<S>                                                                               <C>
310(a)(1)................................................................         7.10
   (a)(2)................................................................         7.10
   (a)(3)................................................................         N.A.
   (a)(4)................................................................         N.A.
   (a)(5)................................................................         N.A.
   (b)...................................................................         7.08; 7.10
   (b)(1)................................................................         7.10
   (c)...................................................................         N.A.
311(a)...................................................................         7.11
   (b)...................................................................         7.11
   (c)...................................................................         N.A.
312(a)...................................................................         2.06
   (b)...................................................................         13.03
   (c)...................................................................         13.03
313(a)...................................................................         7.06
   (b)(1)................................................................         N.A.
   (b)(2)................................................................         7.06; 11.04
   (c)...................................................................         7.06; 11.04
   (d)...................................................................         7.06
314(a)...................................................................         4.18; 13.04
   (b)...................................................................         11.02
   (c)(1)................................................................         13.04
   (c)(2)................................................................         13.04
   (c)(3)................................................................         N.A.
   (d)...................................................................         11.04
   (e)...................................................................         13.05
   (f)...................................................................         N.A.
315(a)...................................................................         7.01(b)
   (b)...................................................................         7.05
   (c)...................................................................         7.01(a)
   (d)...................................................................         7.01(c)
   (e)...................................................................         6.12
316(a) (last sentence)...................................................         2.10
   (a)(1)(A).............................................................         6.05
   (a)(1)(B).............................................................         6.04
   (a)(2)................................................................         N.A.
   (b)...................................................................         6.08
   (c)...................................................................         8.04
317(a)(1)................................................................         6.09
   (a)(2)................................................................         6.10
   (b)...................................................................         2.05; 7.12
318(a)...................................................................         12.01
</TABLE>

-----------------------
N.A. means Not Applicable

Note:   This Cross-Reference Table shall not, for any purpose, be deemed to be
        a part of this Indenture

<PAGE>

                                TABLE OF CONTENTS

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                                               ARTICLE ONE

                                 DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01.     Definitions.....................................................................     1
SECTION 1.02.     Incorporation by Reference of Trust Indenture Act...............................    34
SECTION 1.03.     Rules of Construction...........................................................    35

                                               ARTICLE Two

                                             THE SECURITIES

SECTION 2.01.     Amount of Notes.................................................................    36
SECTION 2.02.     Form and Dating.................................................................    36
SECTION 2.03.     Execution and Authentication....................................................    38
SECTION 2.04.     Registrar and Paying Agent......................................................    39
SECTION 2.05.     Paying Agent To Hold Money in Trust.............................................    39
SECTION 2.06.     Holder Lists....................................................................    40
SECTION 2.07.     Transfer and Exchange...........................................................    40
SECTION 2.08.     Replacement Notes...............................................................    41
SECTION 2.09.     Outstanding Notes...............................................................    41
SECTION 2.10.     Treasury Notes..................................................................    41
SECTION 2.11.     Temporary Notes.................................................................    42
SECTION 2.12.     Cancellation....................................................................    42
SECTION 2.13.     Defaulted Interest..............................................................    42
SECTION 2.14.     CUSIP Number....................................................................    43
SECTION 2.15.     Deposit of Moneys...............................................................    43
SECTION 2.16.     Book-Entry Provisions for Global Notes..........................................    43
SECTION 2.17.     Special Transfer Provisions.....................................................    45
SECTION 2.18.     Computation of Interest.........................................................    50

                                              ARTICLE Three

                                               REDEMPTION

SECTION 3.01.     Election To Redeem; Notices to Trustee..........................................    50
SECTION 3.02.     Selection by Trustee of Notes To Be Redeemed....................................    50
SECTION 3.03.     Notice of Redemption............................................................    50
SECTION 3.04.     Effect of Notice of Redemption..................................................    52
SECTION 3.05.     Deposit of Redemption Price.....................................................    52
SECTION 3.06.     Notes Redeemed in Part..........................................................    52
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SECTION 3.07.     Other Mandatory Redemption.....................................................    53

                                             ARTICLE FOUR

                                              COVENANTS

SECTION 4.01.     Payment of Notes...............................................................    53
SECTION 4.02.     Maintenance of Office or Agency................................................    53
SECTION 4.03.     Legal Existence................................................................    54
SECTION 4.04.     [Reserved].....................................................................    54
SECTION 4.05.     Waiver of Stay, Extension or Usury Laws........................................    54
SECTION 4.06.     Compliance Certificate.........................................................    54
SECTION 4.07.     Payment of Taxes...............................................................    55
SECTION 4.08.     Repurchase at the Option of Holders upon Change of Control.....................    55
SECTION 4.09.     Limitation on Indebtedness and Issuance of Preferred Stock.....................    57
SECTION 4.10.     Limitation on Restricted Payments..............................................    60
SECTION 4.11.     Limitation on Liens............................................................    65
SECTION 4.12.     Limitation on Asset Sales......................................................    66
SECTION 4.13.     Limitation on Dividends and Other Payments Affecting Restricted
                     Subsidiaries................................................................    69
SECTION 4.14.     Limitation on Transactions with Affiliates.....................................    71
SECTION 4.15.     Designation of Restricted and Unrestricted Subsidiaries........................    74
SECTION 4.16.     Payments for Consent...........................................................    74
SECTION 4.17.     Reports........................................................................    75
SECTION 4.18.     Creation of Subsidiaries; Additional Subsidiary Guarantees.....................    75
SECTION 4.19.     Prohibition on Incurrence of Senior Subordinated Debt..........................    75

                                           ARTICLE FIVE

                                      SUCCESSOR CORPORATION

SECTION 5.01.     Merger, Consolidation and Sale of Assets.......................................    76
SECTION 5.02.     Successor Person Substituted...................................................    77

                                           ARTICLE SIX

                                      DEFAULTS AND REMEDIES

SECTION 6.01.     Events of Default..............................................................    78
SECTION 6.02.     Acceleration of Maturity; Rescission...........................................    80
SECTION 6.03.     Other Remedies.................................................................    81
SECTION 6.04.     Waiver of Past Defaults and Events of Default..................................    81
SECTION 6.05.     Control by Majority............................................................    81
SECTION 6.06.     Limitation on Suits............................................................    82
</TABLE>

                                      -ii-

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SECTION 6.07.     No Personal Liability of Directors, Officers, Employees and Stockholders.......    82
SECTION 6.08.     Rights of Holders To Receive Payment...........................................    83
SECTION 6.09.     Collection Suit by Trustee.....................................................    83
SECTION 6.10.     Trustee May File Proofs of Claim...............................................    83
SECTION 6.11.     Priorities.....................................................................    84
SECTION 6.12.     Undertaking for Costs..........................................................    84

                                             ARTICLE SEVEN

                                                TRUSTEE

SECTION 7.01.     Duties of Trustee..............................................................    84
SECTION 7.02.     Rights of Trustee..............................................................    86
SECTION 7.03.     Individual Rights of Trustee...................................................    87
SECTION 7.04.     Trustee's Disclaimer...........................................................    87
SECTION 7.05.     Notice of Defaults.............................................................    87
SECTION 7.06.     Reports by Trustee to Holders..................................................    88
SECTION 7.07.     Compensation and Indemnity.....................................................    88
SECTION 7.08.     Replacement of Trustee.........................................................    89
SECTION 7.09.     Successor Trustee by Consolidation, Merger, etc. ..............................    90
SECTION 7.10.     Eligibility; Disqualification..................................................    90
SECTION 7.11.     Preferential Collection of Claims Against Company..............................    90
SECTION 7.12.     Paying Agents..................................................................    91

                                             ARTICLE EIGHT

                                        MODIFICATION AND WAIVER

SECTION 8.01.     Without Consent of Holders.....................................................    91
SECTION 8.02.     With Consent of Holders........................................................    92
SECTION 8.03.     Compliance with Trust Indenture Act. ..........................................    94
SECTION 8.04.     Revocation and Effect of Consents..............................................    94
SECTION 8.05.     Notation on or Exchange of Notes...............................................    94
SECTION 8.06.     Trustee To Sign Amendments, etc. ..............................................    94

                                             ARTICLE NINE

                                  DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01.     Discharge of Liability on Notes; Defeasance....................................    95
SECTION 9.02.     Conditions to Defeasance.......................................................    97
SECTION 9.03.     Deposited Money and Government Securities To Be Held in
                     Trust; Other Miscellaneous Provisions.......................................    98
</TABLE>

                                      iii
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SECTION 9.04.     Reinstatement..................................................................    98
SECTION 9.05.     Moneys Held by Paying Agent....................................................    99
SECTION 9.06.     Moneys Held by Trustee.........................................................    99

                                              ARTICLE TEN

                                        GUARANTEE OF SECURITIES

SECTION 10.01.    Guarantee......................................................................   100
SECTION 10.02.    Execution and Delivery of Guarantee............................................   101
SECTION 10.03.    Release of Subsidiary Guarantors...............................................   101
SECTION 10.04.    Waiver of Subrogation..........................................................   102
SECTION 10.05.    Notice to Trustee..............................................................   103
SECTION 10.06.    Subordination of Guarantee.....................................................   103

                                            ARTICLE ELEVEN

                                             SUBORDINATION

SECTION 11.01.    Notes Subordinated to Senior Debt..............................................   103
SECTION 11.02.    Suspension of Payment When Senior Debt Is in Default...........................   104
SECTION 11.03.    Obligations Subordinated to Prior Payment of All Senior Debt on
                      Dissolution, Liquidation or Reorganization of Company......................   106
SECTION 11.04.    Payments May Be Paid Prior to Dissolution......................................   107
SECTION 11.05.    Holders To Be Subrogated to Rights of Holders of Senior Debt. .................   108
SECTION 11.06.    Obligations of the Company Unconditional.......................................   108
SECTION 11.07.    Reliance on Judicial Order or Certificate of Liquidating Agent.................   109
SECTION 11.08.    Subordination Rights Not Impaired by Acts or Omissions of
                      the Company or Holders of Senior Debt. ....................................   109
SECTION 11.09.    Holders Authorize Trustee To Effectuate Subordination of Obligations...........   110
SECTION 11.10.    This Article Eleven Not To Prevent Events of Default...........................   110
SECTION 11.11.    Amendments or Modifications to Article Eleven..................................   110
SECTION 11.12.    Notice to Trustee; Rights of Trustee and Paying Agent..........................   111

                                            ARTICLE TWELVE

                                             MISCELLANEOUS

SECTION 12.01.    Trust Indenture Act Controls...................................................   112
SECTION 12.02.    Notices........................................................................   112
SECTION 12.03.    Communications by Holders with Other Holders...................................   113
SECTION 12.04.    Certificate and Opinion as to Conditions Precedent.............................   113
SECTION 12.05.    Statements Required in Certificate and Opinion.................................   114
</TABLE>

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SECTION 12.06.    Rules by Trustee and Agents....................................................   114
SECTION 12.07.    Legal Holidays.................................................................   114
SECTION 12.08.    Governing Law..................................................................   114
SECTION 12.09.    No Adverse Interpretation of Other Agreements..................................   115
SECTION 12.10.    Successors.....................................................................   115
SECTION 12.11.    Multiple Counterparts..........................................................   115
SECTION 12.12.    Table of Contents, Headings, etc. .............................................   115
SECTION 12.13.    Separability...................................................................   115

                                             EXHIBITS

Exhibit A         Form of Note...................................................................   A-1
Exhibit B         Form of Legend for Rule 144A Global Notes and Other Notes
                      That Are Restricted Notes..................................................   B-1
Exhibit C         Form of Legend for Temporary Regulation S Global Note..........................   C-1
Exhibit D         Form of Legend for Global Note.................................................   D-1
Exhibit E         Form of Certificate To Be Delivered in Connection with Transfers
                      Pursuant to Regulation S...................................................   E-1
Exhibit F         Form of Guarantee..............................................................   F-1
Exhibit G         Form of Certificate from Acquiring Institutional Accredited Investor...........   G-1
Exhibit H         Form of Legend for Temporary Regulation S Global Note..........................   H-1
</TABLE>

                                      -v-

<PAGE>

                  INDENTURE, dated as of September 29, 2003, by and among
SEMINIS VEGETABLE SEEDS, INC., a California corporation, as issuer (the
"Company"), the Guarantors set forth on the signature pages hereto and Wells
Fargo Bank, National Association, a national banking association organized under
the laws of the United States of America, as trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Notes.

                                  ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions.

                  "Acceleration Notice" has the meaning set forth in Section
6.02(a).

                  "Acquired Debt" means, with respect to any specified Person:

                  (1)      Indebtedness of any other Person existing at the time
         such other Person is merged with or into or became a Restricted
         Subsidiary of such specified Person, and in each case such Indebtedness
         was not incurred in connection with, or in contemplation of, such other
         Person merging with or into, or becoming a Subsidiary of, such
         specified Person; and

                  (2)      Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

                  "Acquisition Transactions" means the acquisition by the
Principals, Alfonso Romo Garza and certain of his Affiliates, certain members of
management of the Company and Holdings and certain other parties of Equity
Interests in Holdings and the other transactions, payments (including the
repayment of indebtedness) and agreements set forth in or contemplated by the
Acquisition Transactions Agreements and as described in the Offering Memorandum
(including, without limitation, the repurchase or redemption of the Class B
Redeemable Preferred Stock of Holdings and the payment of accrued dividends
thereon through the date of repurchase or redemption.

                  "Acquisition Transactions Agreements" means the amended and
restated exchange agreement, an agreement and plan of merger, the contribution
agreement, the stock purchase agreement, the stockholders' agreement, the
co-investment rights agreements contemplated by the stock purchase agreement and
the stockholders' agreement, the indemnification agreement, the voting
agreement, the management fee letter agreement, the employment agreements and
any other agreement implementing the Acquisition Transactions, between or among,

<PAGE>
                                       -2-

as the case may be, Holdings, Seminis Merger Corp., Seminis Acquisition LLC, Fox
Paine and certain of its Affiliates, Alfonso Romo Garza and certain of his
Affiliates, certain creditors of an Affiliate of Savia S.A. de C.V., certain
individuals that are or shall become members of management of the Company and
Holdings, and the other parties thereto, as in effect on the Issue Date or, if
any such agreement is not in effect on the Issue Date, as such agreement may
become in effect in accordance with the terms of the other Acquisition
Transactions Agreements that are in effect on the Issue Date.

                  "Additional Interest" means the Additional Interest payable
pursuant to Section 4 of the Registration Rights Agreement.

                  "Additional Notes" has the meaning set forth in Section 2.03.

                  "Affiliate" of any specified Person means any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person. For purposes of this definition,
"control," as used with respect to any Person, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise. For purposes of this definition, the terms
"controlling," "controlled by" and "under common control with" have correlative
meanings. Notwithstanding the foregoing, no Person (other than the Company or
any Subsidiary of the Company) in whom a Receivables Subsidiary makes an
Investment in connection with a Qualified Receivables Transaction shall be
deemed to be an Affiliate of the Company or any of its Subsidiaries solely by
reason of such investment.

                  "Affiliate Transaction" has the meaning set forth in Section
4.14(a).

                  "Agent" means any Registrar, Paying Agent, or agent for
service or notices and demands.

                  "Agent Members" has the meaning set forth in Section 2.16(a).

                  "amend" means amend, modify, supplement, restate or amend and
restate, including successively; and "amending" and "amended" have correlative
meanings.

                  "Asset Sale" means:

                  (1)      the sale, lease, conveyance or other disposition of
         any assets or rights, other than sales or other transfers of inventory
         or germplasm in the ordinary course of business; provided that the
         sale, conveyance or other disposition of all or substantially all of
         the assets of the Company and its Restricted Subsidiaries taken as a
         whole shall be governed by Section 4.08 and/or Section 5.01, to the
         extent applicable and not by the provisions of Section 4.12; and

<PAGE>
                                       -3-

                  (2)      the issuance of Equity Interests in any of the
         Company's Restricted Subsidiaries or the sale of Equity Interests in
         any of its Restricted Subsidiaries (other than directors' qualifying
         shares or shares or interests required to be held by foreign nationals
         to the extent mandated by applicable law).

                  Notwithstanding the preceding, none of the following items
shall be deemed to be an Asset Sale:

                  (1)      any single transaction or series of related
         transactions that involves assets having a Fair Market Value of less
         than $2,500,000;

                  (2)      a transfer of assets between or among the Company and
         its Restricted Subsidiaries;

                  (3)      an issuance or sale of Equity Interests by a
         Restricted Subsidiary of the Company to the Company or to another
         Restricted Subsidiary of the Company;

                  (4)      the sale or lease of equipment, products, services,
         inventory or accounts receivable in the ordinary course of business;

                  (5)      the creation of Liens permitted by this Indenture;

                  (6)      transfers of accounts receivable and related assets
         of the type specified in the definition of "Qualified Receivables
         Transaction" (or a fractional undivided interest therein) by a
         Receivables Subsidiary in a Qualified Receivables Transaction;

                  (7)      the sale or other disposition of cash or Cash
         Equivalents;

                  (8)      the exchange of assets held by the Company or a
         Restricted Subsidiary for assets held by any Person or entity, provided
         that (i) the assets received by the Company or such Restricted
         Subsidiary in any such exchange shall immediately constitute, be part
         of, or be used in a Permitted Business by the Company or such
         Restricted Subsidiary; and (ii) any such assets received are of a
         comparable Fair Market Value to the assets exchanged as determined in
         good faith by the Company;

                  (9)      a Restricted Payment that does not violate, or a
         Permitted Investment that is permitted by, Section 4.10;

                  (10)     the surrender or waiver of contractual rights or the
         settlement, release or surrender of contract, tort or other claims of
         any kind;

                  (11)     the grant in the ordinary course of business of any
         license of patents, trademarks, registrations therefor, know-how and
         other intellectual property; and
<PAGE>
                                       -4-

                  (12)     any disposition of obsolete, worn-out or surplus
         property.

                  "Asset Sale Offer" has the meaning set forth in Section
4.12(c).

                  "Authentication Order" has the meaning set fort in Section
2.03.

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

                  "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act as in effect on the Issue Date.
The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding
meaning.

                  "Board of Directors" means:

                  (1)      with respect to a corporation, the board of directors
         of the corporation;

                  (2)      with respect to a partnership, the Board of Directors
         of the general partner of the partnership; and

                  (3)      with respect to any other Person, the board or
         committee of such Person serving a similar function.

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

                  "Business Day" means a day other than a Saturday, Sunday or
other day on which commercial banking institutions in New York City are
authorized or required by law to close.

                  "Calculation Date" has the meaning set forth in the definition
of "Leverage Ratio."

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

                  "Capital Stock" means:

                  (1)      in the case of a corporation, corporate stock;

                  (2)      in the case of an association or business entity, any
         and all shares, interests, participations, rights or other equivalents
         (however designated) of corporate stock;

<PAGE>
                                      -5-

                  (3)      in the case of a partnership or limited liability
         company, partnership or membership interests (whether general or
         limited); and

                  (4)      any other interest or participation that confers on a
         Person the right to receive a share of the profits and losses of, or
         distributions of assets of, the issuing Person.

                  "Cash Equivalents" means:

                  (1)      securities issued or directly and fully guaranteed or
         insured by the U.S. government or any agency or instrumentality of the
         U.S. government (provided that the full faith and credit of the United
         States is pledged in support of those securities) having maturities of
         not more than six months from the date of acquisition;

                  (2)      certificates of deposit and eurodollar time deposits
         with maturities of one year or less from the date of acquisition,
         bankers' acceptances with maturities not exceeding one year and
         overnight bank deposits, in each case, with any lender party to a
         Credit Facility or with any domestic commercial bank having capital and
         surplus in excess of $500,000,000;

                  (3)      repurchase obligations with a term of not more than
         seven days for underlying securities of the types described in clauses
         (1) and (2) above entered into with any financial institution meeting
         the qualifications specified in clause (2) above;

                  (4)      commercial paper having one of the two highest
         ratings obtainable from Moody's or S&P and in each case maturing within
         one year after the date of acquisition;

                  (5)      money market funds at least 95% of the assets of
         which constitute Cash Equivalents of the kinds described in clauses (1)
         through (4) of this definition; and

                  (6)      in the case of any Restricted Subsidiary organized or
         having its principal place of business outside of the United States,
         investments denominated in the currency of the jurisdiction in which
         such Restricted Subsidiary is organized or has its principal place of
         business which are similar to the items specified in clauses (1), (2),
         (3) and (4).

                  "Certificated Notes" has the meaning set forth in Section
2.02:

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

                  (1)      prior to such time as there shall have been
         consummated a Qualified IPO, the occurrence of any of the following:
         (i) the Permitted Holders shall cease to control the largest percentage
         of the voting power of the Voting Stock of Holdings (as compared to any
         other "person" or "group" (as such terms are used in Sections 13(d) and
         14(d) of the Exchange Act)) and counting Alfonso Romo Garza ("Mr.
         Romo") and his Affiliates

<PAGE>
                                      -6-

         as a single "group" as used in Sections 13(d) and 14(d) of the Exchange
         Act) or (ii) the Permitted Holders shall cease to control at least 40%
         of the voting power of the Voting Stock of Holdings;

                  (2)      from and after the time that there shall have been
         consummated a Qualified IPO, the occurrence of any of the following:
         (i) any "person" or "group" (as such terms are used in Sections 13(d)
         and 14(d) of the Exchange Act), other than the Permitted Holders, is or
         becomes the Beneficial Owner, directly or indirectly, of 35% or more of
         the voting power of the Voting Stock of Holdings (counting Mr. Romo and
         his Affiliates as a "group" as used in Sections 13(d) and 14(d) of the
         Exchange Act) and the Permitted Holders cease to control the largest
         percentage of the voting power of the Voting Stock of Holdings; or (ii)
         during any period of two consecutive years, individuals who at the
         beginning of such period constituted the Board of Directors of Holdings
         (together with any new directors whose election to such Board of
         Directors or whose nomination for election was approved by a vote of at
         least 66 2/3% of the directors of Holdings then still in office who
         were either directors at the beginning of such period or whose election
         or nomination for election was previously so approved) cease for any
         reason to constitute at least a majority of the Board of Directors of
         Holdings;

                  (3)      at any time, Holdings ceases to own, beneficially,
         100% of the Voting Stock of the Company;

                  (4)      the direct or indirect sale, transfer, conveyance or
         other disposition (other than by way of merger or consolidation), in
         one or a series of related transactions, of all or substantially all of
         the properties or assets of the Company and the Restricted
         Subsidiaries, taken as a whole, to any "person" (as that term is used
         in Section 13(d)(3) of the Exchange Act) other than to the Permitted
         Holders; or

                  (5)      the adoption of a plan relating to the liquidation or
         dissolution of the Company.

                  "Change of Control Offer" has the meaning set forth in Section
4.08(a).

                  "Change of Control Payment Date" has the meaning set forth in
Section 4.08(a).

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

                  "Company" means the party named as such in the introduction to
this Indenture until a successor replaces such party pursuant to Article Five
and thereafter means the successor.

                  "Consolidated Cash Flow" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period adjusted as follows:

<PAGE>
                                      -7-

                  (1)      plus provision for taxes based on income or profits
         of such Person and its Restricted Subsidiaries for such period, to the
         extent that such provision for taxes was deducted in computing such
         Consolidated Net Income;

                  (2)      plus consolidated interest expense of such Person and
         its Restricted Subsidiaries for such period, whether paid or accrued
         and whether or not capitalized (including, without limitation,
         amortization of debt issuance costs and original issue discount,
         non-cash interest payments, the interest component of any deferred
         payment obligations, the interest component of all payments associated
         with Capital Lease Obligations, commissions, discounts and other fees
         and charges incurred in respect of letters of credit or bankers'
         acceptance financings, and net of the effect of all payments made or
         received pursuant to Hedging Obligations), to the extent that any such
         expense was deducted in computing such Consolidated Net Income;

                  (3)      plus depreciation, amortization (including
         amortization of goodwill and other intangibles but excluding
         amortization of prepaid cash expenses that were paid in a prior period)
         and other non-cash expenses (excluding any such non-cash expense to the
         extent that it represents an accrual of or reserve for cash expenses in
         any future period or amortization of a prepaid cash expense that was
         paid in a prior period) of such Person and its Restricted Subsidiaries
         for such period to the extent that such depreciation, amortization and
         other non-cash expenses were deducted in computing such Consolidated
         Net Income;

                  (4)      plus all one-time fees, costs, expenses (including
         cash compensation payments), in each case incurred by the Company and
         its Restricted Subsidiaries (or the company or business being acquired)
         (x) in connection with the Acquisition Transactions and (y) in
         connection with or resulting from any other merger, consolidation or
         acquisition occurring after the Issue Date in an aggregate amount not
         to exceed seven percent of the total enterprise value of such merger,
         consolidation or acquisition;

                  (5)      plus unrealized non-cash losses resulting from
         foreign currency balance sheet adjustments required by GAAP to the
         extent such losses were deducted in computing such Consolidated Net
         Income;

                  (6)      minus non-cash items increasing such Consolidated Net
         Income for such period, other than the accrual of revenue in the
         ordinary course of business;

                  (7)      plus all amounts deducted in arriving at such
         Consolidated Net Income for such period in respect of severance
         packages payable in connection with the termination of any officer,
         director or employee of Holdings or any of its Subsidiaries;

<PAGE>
                                      -8-

                  (8)      plus, in the case of non-cash minority interest loss,
         the amount of such loss for such period, and minus, in the case of
         non-cash minority interest income, the amount of such income for such
         period;

                  (9)      plus, (i) in any fiscal year, payments of the
         advisory fees (but not expense reimbursement) required to be paid by
         Holdings pursuant to the Management Fee Letter, and (ii) reasonable
         out-of-pocket expenses of Fox Paine (as defined in the Management Fee
         Letter) required to be paid by Holdings pursuant to the terms of the
         Management Fee Letter;

                  (10)     plus, to the extent included in Consolidated Net
         Income, non-cash restricted stock award charges incurred in Holdings'
         fiscal year ended September 30, 2002;

in each case, on a consolidated basis and determined in accordance with GAAP.
Consolidated Cash Flow shall not include the impact of any purchase accounting
adjustments which may be allocated to (x) in-process research and development in
such Person's income statement and (y) inventory in such Person's balance sheet
to the extent such adjustments reflect differences between the historical
carrying amounts and the Fair Market Value of the inventory, and, consistent
with such treatment, when the affected inventory is sold, Consolidated Cash Flow
shall be calculated as if such purchase accounting adjustments had not been
made.

                  "Consolidated Net Income" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, determined in
accordance with GAAP; provided that:

                  (1)      the Net Income (but not loss) of any Person that is
         not a Restricted Subsidiary shall be included only to the extent of the
         amount of dividends or distributions paid in cash to the specified
         Person or a Restricted Subsidiary of the Person and the loss of any
         such Person shall only be included to the extent the Company or a
         Restricted Subsidiary funds such loss;

                  (2)      the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or
         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         stockholders, except that the Net Income of any such Restricted
         Subsidiary for such period shall be included in such Consolidated Net
         Income up to the aggregate amount of cash which actually has been or
         could have been distributed in cash by such Restricted Subsidiary
         during such period to the Company or another Restricted Subsidiary as a
         dividend or other distribution (by loans, advances, intercompany
         transfers or otherwise) (subject, in the case of a dividend or other
         distribution which could have been

<PAGE>
                                      -9-

         paid to another Restricted Subsidiary, to the limitations contained in
         this clause (2) with respect to such Restricted Subsidiary);

                  (3)      the cumulative effect of a change in accounting
         principles shall be excluded;

                  (4)      the non-cash impairment loss of such Person or its
         Restricted Subsidiaries relating to goodwill or other non-amortizing
         intangible asset shall be excluded; and

                  (5)      corporate overhead expenses payable by Holdings
         described in Section 4.10(b)(10)(y), the funds for which are provided
         by the Company and/or its Restricted Subsidiaries shall be deducted in
         calculating the Consolidated Net Income of the Company and its
         Restricted Subsidiaries.

                  "Corporate Trust Office" means the principal office of the
Trustee at which at any time its corporate trust business shall be administered,
which office at the date hereof is located at 707 Wilshire Blvd., 17th Floor,
Los Angeles, California 90017, Attention: Corporate Trust Department, or such
other address as the Trustee may designate from time to time by notice to the
Holders and the Company, or the principal corporate trust office of any
successor Trustee (or such other address as such successor Trustee may designate
from time to time by notice to the Holders and the Company).

                  "Covenant Defeasance" has the meaning set forth in Section
9.01(b).

                  "Credit Agreement" means that certain Credit Agreement entered
into in September 2003, by and among the Company, as borrower, the guarantors
party thereto, Citicorp North America, Inc., as administrative agent, Harris
Trust and Savings Bank, as syndication agent, and the other agents and lenders
party thereto, including any related notes, guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, restated, modified, renewed, refunded, replaced (whether upon or after
termination or otherwise) or refinanced (including by means of sales of debt
securities to institutional and other investors) from time to time.

                  "Credit Facilities" means one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks, investment banks, insurance companies,
mutual funds and/or other institutional lenders or debt investors providing for
revolving credit loans, term loans, receivables or inventory financings
(including through the sale of receivables or inventory to such lenders) or
letters of credit, in each case, as amended, restated, modified, renewed,
refunded, replaced (whether upon or after termination or otherwise) or
refinanced (including by means of sales of debt securities to institutional and
other investors) in whole or in part from time to time, whether by the same or
any other lender or group of lenders; provided, however, that "Credit
Facilities" shall not include the South Korean Loans.

<PAGE>
                                      -10-

                  "Custodian" means any receiver, interim receiver, receiver and
manager, trustee, assignee, liquidator, custodian or similar official under any
Bankruptcy Law.

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

                  "Depositary" means, with respect to the Notes issued in the
form of one or more Global Notes, The Depository Trust Company or another Person
designated as Depositary by the Company, which Person must be a clearing agency
registered under the Exchange Act.

                  "Designated Senior Debt" means:

                  (1)      Indebtedness under or in respect of the Credit
         Agreement; and

                  (2)      any other Indebtedness constituting Senior Debt
         which, at the time of determination, has an aggregate principal amount
         of at least $25,000,000 and is specifically designated in the
         instrument evidencing such Senior Debt as "Designated Senior Debt" by
         the Company.

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder of the
Capital Stock), or upon the happening of any event, matures or is mandatorily
redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at
the option of the holder of the Capital Stock, in whole or in part, on or prior
to the date that is 91 days after the date on which the Notes mature, provided
that if such Capital Stock is issued pursuant to any plan for the benefit of
employees of Holdings, the Company or its Restricted Subsidiaries, such Capital
Stock shall not constitute Disqualified Stock solely because it may be required
to be repurchased by the Company in order to satisfy applicable statutory or
regulatory obligations. Notwithstanding the preceding sentence, any Capital
Stock that would constitute Disqualified Stock solely because the holders of the
Capital Stock have the right to require the Company to repurchase such Capital
Stock upon the occurrence of a change of control or an asset sale or upon or
related to termination of employment, death or disability (or which right was
otherwise created in connection with an employment arrangement) shall not
constitute Disqualified Stock if the terms of such Capital Stock provide that
the Company may not repurchase or redeem any such Capital Stock pursuant to such
provisions unless such repurchase or redemption complies with Section 4.10.

                  "Distribution Compliance Period" means the 40 day distribution
compliance period as defined in Regulation S which, in the case of the Initial
Notes, ends November 9, 2003.

                  "Domestic Subsidiary" means any Restricted Subsidiary of the
Company that was formed under the laws of the United States or any state of the
United States or the District of Columbia.

<PAGE>
                                      -11-

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

                  "Equity Offering" means a public or private sale or issuance
of Capital Stock (other than Disqualified Stock) of the Company or Holdings or
any capital contribution to Holdings; provided that, in the event of an Equity
Offering by Holdings or any capital contribution to Holdings, Holdings
contributes to the capital of the Company the portion of the net cash proceeds
of such Equity Offering or capital contribution necessary to pay the aggregate
redemption price of the Notes to be redeemed pursuant to Section 3.01.

                  "Event of Default" has the meaning set forth in Section 6.01.

                  "Excess Proceeds" has the meaning set forth in Section
4.12(c).

                  "Exchange Act" means the U.S. Securities Exchange Act of 1934,
as amended.

                  "Exchange Offer" means the exchange and issuance by the
Company, pursuant to a Registration Rights Agreement, of a principal amount of
Exchange Securities (which will be registered pursuant to the Exchange Offer
Registration Statement) equal to the outstanding principal amount of Initial
Notes or Additional Notes, as the case may be, tendered by Holders thereof in
connection with such exchange and issuance.

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

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

                  "Existing Indebtedness" means the Indebtedness of the Company
and its Restricted Subsidiaries (other than Indebtedness under the Credit
Agreement and the South Korean Loans) in existence on the Issue Date until such
amounts are permanently repaid and Indebtedness under the Oxnard Mortgage in an
aggregate amount not to exceed $20,000,000.

                  "Fair Market Value" means, with respect to any asset or
Property, the price which would have been negotiated in an arm's-length
transaction, between a willing seller and a willing and able buyer, neither of
whom is under pressure or compulsion to complete the transaction.

                  "Fox Paine" means Fox Paine & Company, LLC, a Delaware limited
liability company.

                  "GAAP" means generally accepted accounting principles in the
United States of America set forth in the opinions and pronouncements of the
Accounting Principles Board of the

<PAGE>
                                      -12-

American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, as in effect on the Issue Date.

                  "Global Notes" has the meaning set forth in Section 2.02.

                  "Global Note Legend" means the legend set forth in Exhibit D.

                  "Government Securities" means any security issued or
guaranteed as to principal or interest by the United States, or by a Person
controlled or supervised by and acting as an instrumentality of the government
of the United States pursuant to the authority granted by the Congress of the
United States or any certificate of deposit for any of the foregoing.

                  "Guarantee" means a guarantee other than by endorsement of
negotiable instruments for collection or deposit in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness.
"Guarantees" as used herein also refers to the guarantee of the Notes pursuant
to the terms of Article Ten and the related guarantee endorsed on the Notes by
the Guarantors.

                  "Guarantor Senior Debt" means, with respect to any Guarantor,
the principal of, premium, if any, and interest (including any interest accruing
subsequent to the filing of a petition of bankruptcy at the rate provided for in
the documentation with respect thereto, whether or not such interest is an
allowed claim under applicable law) on any Indebtedness of, or guaranteed by, a
Guarantor, whether outstanding on the Issue Date or thereafter created, incurred
or assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Guarantee of such Guarantor. Without limiting the generality of
the foregoing, "Guarantor Senior Debt" shall also include the principal of,
premium, if any, interest (including any interest accruing subsequent to the
filing of a petition of bankruptcy at the rate provided for in the documentation
with respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of (including
guarantees of the foregoing obligations):

                  (x)      all monetary obligations of every nature of such
         Guarantor under, or with respect to, the Credit Facilities, including,
         without limitation, obligations to pay principal, premium and interest,
         reimbursement obligations under letters of credit, fees, expenses and
         indemnities (and guarantees thereof); and

                  (y)      all Hedging Obligations (and guarantees thereof);

in each case whether outstanding on the Issue Date or thereafter incurred.

<PAGE>

                                      -13-

                  Notwithstanding the foregoing, "Guarantor Senior Debt" shall
not include:

                  (1)      any Indebtedness of Holdings or a Subsidiary
         Guarantor to the Company or a Subsidiary of such Subsidiary Guarantor;

                  (2)      Indebtedness to, or guaranteed on behalf of, any
         shareholder, director, officer or employee of such Guarantor or any
         Subsidiary of such Guarantor (including, without limitation, amounts
         owed for compensation) other than a shareholder who is also a lender
         (or an Affiliate of a lender) under the Credit Agreement;

                  (3)      Indebtedness to trade creditors and other amounts
         incurred in connection with obtaining goods, materials or services;

                  (4)      Indebtedness represented by Disqualified Stock;

                  (5)      any liability for federal, foreign, state, local or
         other taxes owed or owing by such Guarantor;

                  (6)      that portion of any Indebtedness incurred in
         violation of Section 4.09 (but, as to any such obligation, no such
         violation shall be deemed to exist for purposes of this clause (6) if
         the holder(s) of such obligation or their representative shall have
         received an Officers' Certificate of the Company to the effect that the
         incurrence of such Indebtedness does not (or, in the case of revolving
         credit indebtedness, that the incurrence of the entire committed amount
         thereof at the date on which the initial borrowing thereunder is made
         would not) violate Section 4.09);

                  (7)      Indebtedness which, when incurred and without respect
         to any election under Section 1111(b) of Title 11, United States Code,
         is without recourse to such Guarantor or the Company; and

                  (8)      any Indebtedness which is, by its express terms,
         subordinated in right of payment to any other Indebtedness of such
         Guarantor.

                  "Guarantors" means Holdings and the Subsidiary Guarantors.

                  "Hedging Obligations" means, with respect to any specified
Person, the obligations of such Person under:

                  (1)      interest rate swap agreements, interest rate cap
         agreements, interest rate collar agreements and other agreements or
         arrangements designed to protect such Person against fluctuations in
         interest rates;

<PAGE>
                                      -14-

                  (2)      currency exchange swap agreements, currency exchange
         cap agreements, currency exchange collar agreements and other
         agreements or arrangements designed to protect such Person against
         fluctuations in currency exchange values;

                  (3)      commodity swap agreements, commodity cap agreements,
         commodity collar agreements and other agreements or arrangements
         designed to protect such Person against fluctuations in commodity
         prices; and

                  (4)      other agreements or arrangements designed to protect
         such Person against fluctuations in interest rates or currency exchange
         rates.

                  "Holder" or "Noteholder" means the Person in whose name a Note
is registered on the Register.

                  "Holdings" means Seminis, Inc., a Delaware corporation.

                  "incur" has the meaning set forth in Section 4.09(a).

                  "Indebtedness" means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent:

                  (1)      in respect of borrowed money;

                  (2)      evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof);

                  (3)      in respect of banker's acceptances;

                  (4)      representing Capital Lease Obligations;

                  (5)      representing the balance deferred and unpaid of the
         purchase price of any property due more than six months after such
         property is acquired, except any such balance that constitutes an
         accrued expense or trade payable (other than any contingent payment
         obligations of a Person based on the performance of a business or asset
         or Capital Stock purchased by such Person); or

                  (6)      representing the net loss value of any Hedging
         Obligations,

if and to the extent any of the preceding items (other than letters of credit
and Hedging Obligations) would appear as a liability upon a balance sheet of the
specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person) and, to the extent not otherwise included, the Guarantee
by the specified Person of any indebtedness of any other Person.

<PAGE>
                                      -15-

                  The amount of any Indebtedness outstanding as of any date
shall be:

                  (1)      the accreted value of the Indebtedness, in the case
         of any Indebtedness issued with original issue discount;

                  (2)      in connection with any Qualified Receivables
         Transaction, the Securitization Financing Amount; and

                  (3)      the principal amount of the Indebtedness, together
         with any interest on the Indebtedness that is more than 30 days past
         due, in the case of any other Indebtedness.

In addition, for the purpose of avoiding duplication in calculating the
outstanding principal amount of Indebtedness for purposes of Section 4.09,
Indebtedness arising solely by reason of the existence of a Lien to secure other
Indebtedness permitted to be incurred under Section 4.09 shall not be considered
incremental Indebtedness.

                  Indebtedness shall not include the obligations of any Person
(A) resulting from the endorsement of negotiable instruments for collection or
deposit in the ordinary course of business, (B) under stand-by letters of credit
to the extent collateralized by cash or Cash Equivalents or (C) resulting from
representations, warranties, covenants and indemnities given by such Person that
are reasonably customary for sellers or transferors in an accounts receivable
securitization transaction.

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

                  "Initial Notes" means the Company's 10 1/4 % Senior
Subordinated Notes, issued on the Issue Date, but not including any Exchange
Securities issued in exchange therefor.

                  "Initial Purchasers" means Citigroup Global Markets Inc., CIBC
World Markets Corp., Harris Nesbitt Corp. and Rabo Securities USA, Inc.

                  "interest" means, with respect to the Notes, interest and
Additional Interest.

                  "Interest Payment Date" means April 1 and October 1 of each
year.

                  "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans (including Guarantees or other obligations), advances or
capital contributions (excluding commission, travel and similar advances to
officers and employees made in the ordinary course of business and excluding
advances made to customers and suppliers with respect to current or anticipated
purchases of inventory in the ordinary course of business), purchases or other
acquisitions for consideration of Indebtedness, Equity Interests or other
securities, together with all items that are or

<PAGE>

                                      -16-

would be classified as investments on a balance sheet prepared in accordance
with GAAP. If the Company or any Restricted Subsidiary of the Company sells or
otherwise disposes of any Equity Interests of any direct or indirect Restricted
Subsidiary of the Company such that, after giving effect to any such sale or
disposition, such Person is no longer a Restricted Subsidiary of the Company,
the Company shall be deemed to have made an Investment on the date of any such
sale or disposition equal to the Fair Market Value of the Company's Investments
in such Subsidiary that were not sold or disposed of in an amount determined as
provided in Section 4.10(c).

                  "Issue Date" means September 29, 2003.

                  "Legal Defeasance" has the meaning set forth in Section
9.01(b).

                  "Legal Holiday" has the meaning set forth in Section 12.07.

                  "Leverage Ratio" means with respect to any specified Person
for any period, the ratio of Total Indebtedness of such Person and its
Restricted Subsidiaries as of the last day of the applicable Reference Period to
the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for
such Reference Period. In the event that the specified Person or any of its
Restricted Subsidiaries incurs, assumes, guarantees, repays, repurchases or
redeems any Indebtedness (other than ordinary working capital borrowings) or
issues, repurchases or redeems Disqualified Stock or preferred stock subsequent
to the commencement of the period for which the Leverage Ratio is being
calculated and on or prior to the date on which the event for which the
calculation of the Leverage Ratio is made (the "Calculation Date"), then the
Leverage Ratio will be calculated giving pro forma effect to such incurrence,
assumption, guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of Disqualified Stock or preferred
stock, and the use of the proceeds therefrom as if the same had occurred at the
beginning of the applicable four-quarter reference period.

                  In addition, for purposes of calculating the Leverage Ratio:

         (1)      (x) acquisitions that have been made by the specified Person
                  or any of its Restricted Subsidiaries, including through
                  mergers or consolidations and including any related financing
                  transactions, during the Reference Period or subsequent to
                  such Reference Period and on or prior to the Calculation Date
                  will be given pro forma effect as if they had occurred on the
                  first day of the Reference Period, and for purposes of
                  determining the pro forma effects of such acquisition,
                  Consolidated Cash Flow will be calculated to give pro forma
                  effect to cost savings and operating expense reductions
                  related to such acquisition that have occurred or are
                  reasonably expected to occur within the 12 months following
                  such acquisition, in the reasonable judgment of the chief
                  financial officer of the specified Person; and (y) in
                  addition, with respect to any acquisition made by the
                  specified Person or any of its Restricted Subsidiaries during
                  either of the two fiscal quarters immediately preceding such
                  Reference Period, Consolidated Cash Flow will also be
                  cal-

<PAGE>

                                      -17-

                  culated to give pro forma effect to cost savings and operating
                  expense reductions expected to result from steps taken during
                  such Reference Period (but on or prior to the first
                  anniversary of such acquisition) as if such steps were taken
                  on the first day of such Reference Period (regardless, with
                  respect to each of clauses (x) and (y) hereof, of whether
                  those cost savings or operating expense reductions could then
                  be reflected in pro forma financial statements in accordance
                  with Regulation S-X promulgated under the Securities Act or
                  any other regulation or policy of the Commission related
                  thereto); provided, that in either such case, adjustments are
                  set forth in an officers' certificate signed by the specified
                  Person's chief executive officer and chief financial officer
                  which states (i) the amounts of such adjustment or
                  adjustments, (ii) that such adjustment or adjustments are
                  based on the reasonable good faith beliefs of the officers
                  executing such officers' certificate at the time of such
                  execution and (iii) that any related Incurrence of
                  Indebtedness is permitted pursuant to this Indenture;

         (2)      the Consolidated Cash Flow attributable to discontinued
                  operations, as determined in accordance with GAAP, and
                  operations or businesses disposed of prior to the Calculation
                  Date, will be excluded;

         (3)      if, since the beginning of the applicable four quarter period,
                  any Person that became a Restricted Subsidiary or was merged
                  with or into the Company or any Restricted Subsidiary since
                  the beginning of such four quarter period shall have made any
                  acquisition, disposition, merger or consolidation or has been
                  determined to be a discontinued operation that would have
                  required adjustment pursuant to this definition, then the
                  Leverage Ratio shall be calculated giving pro forma effect
                  thereto for such period as if such acquisition, disposition,
                  merger or consolidation or determination of a discontinued
                  operation had occurred at the beginning of the applicable
                  four-quarter period;

         (4)      any Person that is a Restricted Subsidiary of the Company on
                  the Calculation Date will be deemed to have been a Restricted
                  Subsidiary at all times during the applicable four-quarter
                  reference period;

         (5)      any Person that is not a Restricted Subsidiary of the Company
                  on the Calculation Date will be deemed not to have been a
                  Restricted Subsidiary at any time during the applicable
                  four-quarter reference period; and

         (6)      if any Indebtedness bears a floating rate of interest, the
                  interest expense on such Indebtedness will be calculated as if
                  the rate in effect on the Calculation Date had been the
                  applicable rate for the entire applicable four-quarter
                  reference period (taking into account any Hedging Obligation
                  applicable to such Indebtedness if such Hedging Obligation has
                  a remaining term as at the Calculation Date in excess of 12
                  months).

<PAGE>
                                      -18-

                  "Leverage Test" means, for any date during each period set
forth below, the ratio set forth opposite such period:

<TABLE>
<CAPTION>
                Period                                                     Ratio
                ------                                                     -----
<S>                                                                      <C>
Issue Date through September 30, 2004                                    5.25 to 1
October 1, 2004 through September 30, 2005                               4.75 to 1
October 1, 2005 through September 30, 2006                               4.25 to 1
October 1, 2006 and thereafter                                           4.00 to 1
</TABLE>

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

                  "Management Fee Letter" means that certain letter agreement
dated as of May 30, 2003 among Fox Paine & Company, LLC, Desarrollo Consolidado
de Negocios, S.A. de C.V. and Seminis Merger Corp. as in effect on the Issue
Date.

                  "Marketable Securities" means publicly traded debt or equity
securities that are listed for trading on a national securities exchange or
Nasdaq and that were issued by a corporation whose debt securities are rated in
one of the three highest categories by either S&P or Moody's.

                  "Maturity Date" when used with respect to any Note, means the
date on which the principal amount of such Note becomes due and payable as
therein or herein provided.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor rating agency.

                  "Net Income" means, with respect to any specified Person, the
net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends, excluding, however:

                  (1)      any gain or loss, together with any related provision
         for taxes on such gain or loss, realized in connection with: (a) any
         Asset Sale (without regard to the $2,500,000

<PAGE>

                                      -19-

         limitation set forth in the definition thereof); or (b) the disposition
         of any securities by such Person or any of its Restricted Subsidiaries
         or the extinguishment of any Indebtedness of such Person or any of its
         Restricted Subsidiaries; and

                  (2)      any extraordinary or nonrecurring gain or loss,
         together with any related provision for taxes on such extraordinary or
         nonrecurring gain or loss as determined in the good faith judgment of
         the chief financial officer of Holdings.

                  "Net Proceeds" means the aggregate cash proceeds received
(when actually received) by the Company or any of its Restricted Subsidiaries in
respect of any Asset Sale (including, without limitation, any cash received upon
the sale or other disposition of any non-cash consideration received in any
Asset Sale), net of the direct costs relating to such Asset Sale, including,
without limitation, legal, accounting and investment banking fees, sales
commissions, recording fees, title transfer fees, appraiser fees, cost of
preparation of assets for sale and any relocation expenses incurred as a result
of the Asset Sale, taxes paid or payable as a result of the Asset Sale, in each
case, after taking into account any available tax credits or deductions and any
tax sharing arrangements, and amounts required to be applied to the repayment of
Indebtedness secured by a Lien on the asset or assets that were the subject of
such Asset Sale and any reserve for adjustment in respect of the sale price of
such asset or assets established in accordance with GAAP.

                  "Non-Payment Default" has the meaning set forth in Section
11.02(a)(2).

                  "Non-Recourse Debt" means Indebtedness:

                  (1)      as to which neither the Company nor any of its
         Restricted Subsidiaries (a) provides credit support of any kind
         (including any undertaking, agreement or instrument that would
         constitute Indebtedness) (other than pledges of Equity Interests of
         Unrestricted Subsidiaries for the benefit of lenders of Unrestricted
         Subsidiaries), (b) is directly or indirectly liable as a guarantor or
         otherwise, or (c) constitutes the lender; and

                  (2)      no default with respect to which (including any
         rights that the holders of the Indebtedness may have to take
         enforcement action against an Unrestricted Subsidiary) would permit
         upon notice, lapse of time or both any holder of any other Indebtedness
         (other than the Notes) of the Company or any of its Restricted
         Subsidiaries to declare a default on such other Indebtedness or cause
         the payment of the Indebtedness to be accelerated or payable prior to
         its stated maturity.

                  "Non-U.S. Person" means a Person who is not a U.S. person, as
defined in Regulation S.

                  "Notes" means the 10 1/4 % Senior Subordinated Notes due 2013
issued by the Company, including, without limitation, the Exchange Securities,
treated as a single class of se-

<PAGE>

                                      -20-

curities, as amended from time to time in accordance with the terms hereof, that
are issued pursuant to this Indenture.

                  "Notice of Default" shall have the meaning set forth in
Section 6.01(4).

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

                  "Offer Amount" has the meaning set forth in Section 4.12(e).

                  "Offering Memorandum" means the offering memorandum, dated
September 22, 2003, of the Company and the Guarantors relating to the offering
of the Notes and the Guarantees.

                   "Offer Period" has the meaning set forth in Section 4.12(e).

                  "Officer" means the Chief Executive Officer, the President,
the Chief Financial Officer or any Executive Senior Vice President, Senior Vice
President, Vice President, the Treasurer or the Secretary of the specified
Person.

                  "Officers' Certificate" means a certificate signed by an
Officer of the specified Person and delivered to the Trustee.

                  "Offshore Note Exchange Date" has the meaning set forth in
Section 2.02.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is reasonably acceptable to the Trustee. The counsel may be an
employee of or counsel to Holdings, the Company, a Subsidiary Guarantor or the
Trustee.

                  "Oxnard Mortgage" means a mortgage, whether arising before or
after the Issue Date, on the Company's headquarters located in Oxnard,
California.

                  "Paying Agent" has the meaning set forth in Section 2.04.

                  "Payment Blockage Notice" has the meaning set forth in Section
11.02(a)(2).

                  "Payment Default" has the meaning set forth in Section
6.01(5)(A).

                  "Permanent Regulation S Global Note" has the meaning set forth
in Section 2.02.

                  "Permitted Business" means any business in which the Company
and its Subsidiaries were engaged on the Issue Date, and any business
incidental, reasonably related, comple-

<PAGE>
                                      -21-

mentary or ancillary thereto, or which is a reasonable extension thereof as
determined in good faith by the Board of Directors of the Company.

                  "Permitted Debt" has the meaning set forth in Section 4.09(c).

                  "Permitted Holders" means the Principals and their Related
Parties.

                  "Permitted Investments" means:

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

                  (2)      any Investment in cash and Cash Equivalents;

                  (3)      any Investment by the Company or any Restricted
Subsidiary of the Company in a Person, if as a result of such Investment:

                           (a)      such Person becomes a Restricted Subsidiary
                  of the Company; or

                           (b)      such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary of the Company;

                  (4)      any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with Section 4.12;

                  (5)      any Investment or acquisition of assets solely in
         exchange for the issuance of Equity Interests (other than Disqualified
         Stock) of the Company or Holdings or out of the proceeds of a
         substantially concurrent issuance or sale of Equity Interests (other
         than Disqualified Stock) of the Company or Holdings;

                  (6)      any Investments received in compromise of obligations
         of (A) trade creditors or customers that were incurred in the ordinary
         course of business, including pursuant to any plan of reorganization or
         similar arrangement upon the bankruptcy or insolvency of, or other
         foreclosure with respect to, any trade creditor or customer, or (B)
         litigation, arbitration or other similar disputes;

                  (7)      Hedging Obligations;

                  (8)      repurchases of the Notes;

                  (9)      Investments consisting of non-cash consideration
         received in the form of securities, notes or similar obligations in
         connection with dispositions of obsolete, worn out or surplus assets or
         property permitted pursuant to this Indenture;

<PAGE>
                                      -22-

                  (10)     advances, loans or extensions of credit to suppliers
         in the ordinary course of business by the Company or any of its
         Restricted Subsidiaries;

                  (11)     Investments of any Person (other than Indebtedness of
         such Person) in existence at the time such Person becomes a Subsidiary
         of the Company; provided such Investment was not made in connection
         with or in anticipation of such Person becoming a Subsidiary of the
         Company;

                  (12)     any Investment consisting of a guarantee permitted
         under Section 4.09;

                  (13)     Investments (including debt obligations) received in
         connection with the bankruptcy or reorganization of suppliers and
         customers and in settlement of delinquent obligations of, and other
         disputes with, customers and suppliers arising in the ordinary course
         of business;

                  (14)     advances to employees for moving, travel and
         entertainment, payroll advances and other similar advances to cover
         matters that are expected at the time of such advances to be treated as
         expenses for accounting purposes and that are made in the ordinary
         course of business;

                  (15)     loans and advances to employees, officers and
         directors of Holdings, the Company and its Restricted Subsidiaries in
         the ordinary course of business for bona fide business purposes not in
         excess of $3,000,000 in aggregate principal amount at any time
         outstanding;

                  (16)     any Investment existing on the Issue Date and any
         renewal or replacement thereof on terms and conditions not materially
         less favorable to the Holders of the Notes than the terms of the
         Investment being replaced;

                  (17)     Investments in prepaid expenses, negotiable
         instruments held for collection and lease, utility and workers'
         compensation, performance and other similar deposits;

                  (18)     purchases of shares of any non-wholly owned
         Subsidiary of the Company from any Person other than Holdings, the
         Company or any Subsidiary of the Company;

                  (19)     other Investments in any Person having an aggregate
         Fair Market Value (measured on the date each such Investment was made
         and without giving effect to subsequent changes in value), when taken
         together with all other Investments made pursuant to this clause (19),
         that are at the time outstanding not to exceed $15,000,000; and

                  (20)     any Investment by the Company or a Restricted
         Subsidiary in a Receivables Subsidiary or any Investment by a
         Receivables Subsidiary in any other Person in

<PAGE>
                                      -23-

         connection with a Qualified Receivables Transaction; provided, that the
         foregoing Investment is in the form of a note or other instrument that
         the Receivables Subsidiary or other Person is required to repay as soon
         as practicable from available cash collections less amounts required to
         be established as reserves pursuant to contractual agreements with
         entities that are not Affiliates of the Company entered into as part of
         a Qualified Receivables Transaction; and provided further, that the
         foregoing Investment is, in the good faith determination of the Board
         of Directors of the Company, necessary or advisable to effect the
         applicable Qualified Receivables Transaction.

                  "Permitted Junior Securities" means:

                  (1)      Equity Interests in the Company or any Guarantor; or

                  (2)      debt securities that are subordinated to (a) all
         Senior Debt and Guarantor Senior Debt and (b) any debt securities
         issued in exchange for Senior Debt to substantially the same extent as,
         or to a greater extent than, the Notes and the Guarantees are
         subordinated to Senior Debt and Guarantor Senior Debt under this
         Indenture.

                  "Permitted Liens" means:

                  (1)      Liens on assets of the Company or any Restricted
         Subsidiary securing Indebtedness or other Obligations under Credit
         Facilities or other Senior Debt or Guarantor Senior Debt that was
         permitted by the terms of this Indenture to be incurred;

                  (2)      Liens securing Acquired Debt that was permitted to be
         incurred pursuant to Section 4.09, provided that such Liens were not
         created in connection with or in contemplation of such acquisition or
         merger transaction pursuant to which the Acquired Debt was incurred and
         do not extend to any assets other than those acquired or those of the
         Person merged into or consolidated with the Company or the Restricted
         Subsidiary;

                  (3)      (a) Liens securing Indebtedness that was incurred
         pursuant to Section 4.09(c)(11); or (b) Liens securing Indebtedness
         that was incurred by non-Guarantor Restricted Subsidiaries (other than
         Seminis Korea or any of its Restricted Subsidiaries) pursuant to such
         Section;

                  (4)      Liens in favor of the Company and its Restricted
         Subsidiaries;

                  (5)      Liens to secure Indebtedness represented by Capital
         Lease Obligations, mortgage financings or purchase money obligations,
         in each case, incurred for the purpose of financing all or any part of
         the purchase price or cost of design, construction, installation or
         improvement of property, plant or equipment used in the business of the
         Company or such Restricted Subsidiary, covering only the assets
         acquired with or financed by such Indebtedness;

<PAGE>
                                      -24-

                  (6)      Liens on property or shares of Capital Stock of a
         Person existing at the time such Person is merged with or into or
         consolidated with the Company or any Subsidiary of the Company;
         provided that such Liens were in existence prior to the contemplation
         of such merger or consolidation and do not extend to any assets other
         than those of the Person merged into or consolidated with the Company
         or the Subsidiary;

                  (7)      Liens on property or shares of Capital Stock existing
         at the time of acquisition of the property or shares of Capital Stock
         by the Company or any Subsidiary of the Company; provided that such
         Liens were in existence prior to the contemplation of such acquisition;

                  (8)      Liens to secure the performance of statutory
         obligations, surety or appeal bonds, performance bonds or other
         obligations of a like nature incurred in the ordinary course of
         business;

                  (9)      Liens existing on the Issue Date;

                  (10)     Liens for taxes, assessments or governmental charges
         or claims that are not yet delinquent or that are being contested in
         good faith by appropriate proceedings promptly instituted and
         diligently concluded; provided that any reserve or other appropriate
         provision as is required in conformity with GAAP has been made
         therefor;

                  (11)     pledges or deposits made in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other types of social security legislation;

                  (12)     Liens securing Indebtedness under Hedging
         Obligations;

                  (13)     Liens securing Indebtedness of the Company or any of
         its Restricted Subsidiaries with respect to obligations that do not
         exceed $10,000,000 at any one time outstanding;

                  (14)     Liens on goods and documents of title to goods
         arising in the ordinary course of letter of credit transactions entered
         into in the ordinary course of business;

                  (15)     Liens securing Permitted Refinancing Indebtedness
         permitted to be incurred under this Indenture to refinance Indebtedness
         secured by a Lien permitted under this Indenture; provided, however,
         that such new Lien shall be limited to all or part of the same property
         that secured the original Lien (plus improvements on or replacements of
         such property) and the Indebtedness secured by such Lien at such time
         is not increased to any amount greater than the sum of (i) the
         outstanding principal amount or, if greater, committed amount of the
         Indebtedness at the time the original Lien became a Permitted

<PAGE>

                                      -25-

         Lien under this Indenture, and (ii) an amount necessary to pay any
         fees, commissions and expenses, including premiums, related to such
         Permitted Refinancing Indebtedness;

                  (16)     (a)      Liens of carriers, warehousemen, mechanics,
                  suppliers, materialmen, repairmen and other Liens imposed by
                  law incurred in the ordinary course of business;

                           (b)      easements, rights of way, zoning
                  restrictions, reservations, encroachments and other similar
                  encumbrances in respect of real property;

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

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

                           (e)      Liens encumbering deposits made to secure
                  obligations arising from statutory, regulatory, contractual or
                  warranty requirements of the Company or any of its Restricted
                  Subsidiaries, including rights of offset and set-off;

                           (f)      Liens arising out of consignment or similar
                  arrangements for the sale of goods in the ordinary course of
                  business;

                           (g)      any interest or title of a lessor in the
                  property subject to any lease other than a capital lease;

                           (h)      leases or subleases granted to others that
                  do not materially interfere with the ordinary course of
                  business of the Company and its Restricted Subsidiaries;

                           (i)      Liens arising from filing Uniform Commercial
                  Code financing statements regarding leases, provided that such
                  Liens do not extend to any property or assets which are not
                  leased property subject to such leases or subleases; and

                           (j)      Liens in favor of customs and revenue
                  authorities arising as a matter of law to secure payment of
                  customs duties in connection with the importation of goods;

<PAGE>
                                      -26-

                  (17)     Liens on the assets of Unrestricted Subsidiaries, or
         on the Equity Interests of Unrestricted Subsidiaries, that secure
         Non-Recourse Debt of Unrestricted Subsidiaries;

                  (18)     Liens on assets of a Receivables Subsidiary incurred
         in connection with a Qualified Receivables Transaction; and

                  (19)     Liens created in substitution of or as replacements
         for any Liens permitted by the preceding clauses (1) through (18) and
         this clause (19); provided, however, that, based on a good faith
         determination of an officer of the Company, the Fair Market Value of
         the assets encumbered under any such substitute or replacement Lien is
         not greater than the Fair Market Value of the assets encumbered by the
         otherwise permitted Lien which is being replaced.

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

                  (1)      the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest on the Indebtedness and the amount
         of all expenses, fees, commissions and premiums incurred in connection
         therewith) except that the principal amount of such Permitted
         Refinancing Indebtedness in respect of the Oxnard Mortgage may be
         increased to up to $20,000,000;

                  (2)      such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (3)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is subordinated in right of
         payment to the Notes, such Permitted Refinancing Indebtedness is
         subordinated in right of payment to the Notes on terms at least as
         favorable to the Holders of Notes as those contained in the
         documentation governing the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded; and

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

<PAGE>
                                      -27-

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

                  "PII" means PII, LLC, a Delaware limited liability company.

                  "Principals" means investment entities managed or controlled
by Fox Paine or its Affiliates.

                  "Private Placement Legend" means the legend initially set
forth on the Rule 144A Global Notes and other Notes that are Restricted Notes in
the form set forth in Exhibit B or the legend initially set forth on the
Temporary Regulation S Global Note in the form set forth in Exhibit C, as the
case may be.

                  "Property" means, with respect to any Person, any interest of
such Person in any kind of property or asset, whether real, personal or mixed,
or tangible or intangible, including Capital Stock in, and other securities of,
any other Person. For purposes of any calculation required pursuant to this
Indenture, the value of any Property shall be its Fair Market Value.

                  "Purchase Date" has the meaning set forth in Section 4.12(d).

                  "Qualified Institutional Buyer" or "QIB" shall have the
meaning specified in Rule 144A.

                  "Qualified IPO" means one or more underwritten public
offerings of common equity securities of Holdings pursuant to an effective
registration statement filed under the Securities Act (excluding registration
statements filed on Form S-8, or any similar successor form) which offerings
generate at least $100,000,000 of gross proceeds to Holdings and which results
in the listing of the common equity securities of Holdings on a national
securities exchange or authorization for quotation on the Nasdaq National Market
System.

                  "Qualified Receivables Transaction" means any transaction or
series of transactions that may be entered into by the Company or any of its
Restricted Subsidiaries in which the Company or any of its Restricted
Subsidiaries may sell, convey or otherwise transfer to (1) a Receivables
Subsidiary (in the case of a transfer by the Company or any of its Restricted
Subsidiaries) and (2) any other Person (in the case of a transfer by a
Receivables Subsidiary), or may grant a security interest in, any accounts
receivable (whether now existing or arising in the future) of the Company or any
of its Restricted Subsidiaries, and any related assets, including all collateral
securing such accounts receivable, all contracts and all guarantees or other
obligations in respect of such accounts receivable, proceeds of such accounts
receivable and other assets (including contract rights) which are customarily
transferred or in respect of which security interests are customarily granted in
connection with asset securitization transactions involving accounts receivable.

<PAGE>
                                      -28-

                  "Receivables Subsidiary" means a Subsidiary of the Company
that engages in no activities other than in connection with the financing of
accounts receivable and that is designated by the Company's Board of Directors
(as provided below) as a Receivables Subsidiary:

                  (1)      no portion of the Indebtedness or any other
         Obligations (contingent or otherwise) of which

                           (a)      is guaranteed by the Company or any
                  Restricted Subsidiary of the Company (excluding guarantees of
                  Obligations (other than the principal of, and interest on,
                  Indebtedness) pursuant to representations, warranties,
                  covenants and indemnities entered into in the ordinary course
                  of business in connection with a Qualified Receivables
                  Transaction),

                           (b)      is recourse to or obligates the Company or
                  any Restricted Subsidiary of the Company in any way other than
                  pursuant to representations, warranties, covenants and
                  indemnities entered into in the ordinary course of business in
                  connection with a Qualified Receivables Transaction, or

                           (c)      subjects any property or asset of the
                  Company or of any Restricted Subsidiary of the Company (other
                  than accounts receivable and related assets as provided in the
                  definition of "Qualified Receivables Transaction"), directly
                  or indirectly, contingently or otherwise, to the satisfaction
                  thereof, other than pursuant to representations, warranties,
                  covenants and indemnities entered into in the ordinary course
                  of business in connection with a Qualified Receivables
                  Transaction;

                  (2)      with which neither the Company nor any Restricted
         Subsidiary of the Company has any material contract, agreement,
         arrangement or understanding other than on terms no less favorable to
         the Company or such Restricted Subsidiary than those that might be
         obtained at the time from Persons who are not Affiliates of the
         Company, other than fees payable in the ordinary course of business in
         connection with servicing accounts receivable; and

                  (3)      with which neither the Company nor any Restricted
         Subsidiary of the Company has any obligation to maintain or preserve
         such Restricted Subsidiary's financial condition or cause such
         Restricted Subsidiary to achieve certain levels of operating results.

                  Any such designation by the Company's Board of Directors shall
be evidenced to the Trustee by filing with the Trustee a Board Resolution giving
effect to such designation and an Officers' Certificate certifying that such
designation complied with the preceding conditions.

                  "Redemption Date" when used with respect to any Note to be
redeemed pursuant to paragraph 5 of the Notes means the date fixed for such
redemption pursuant to the terms of the

<PAGE>
                                      -29-

Notes or, if applicable, such later date as such fixed date may be delayed until
any applicable conditions are satisfied.

                  "Reference Period" has the meaning set forth in Section
4.09(a).

                  "refinance" means, in respect of any Indebtedness, to
refinance, extend, renew, refund, repay, prepay, repurchase, redeem, defease or
retire, or to issue other Indebtedness, in exchange or replacement for, such
Indebtedness. "refinanced" and "refinancing" shall have correlative meanings.

                  "Registrar" has the meaning set forth in Section 2.04.

                  "Register" has the meaning set forth in Section 2.04.

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of the Issue Date, by and among the Company and the
Guarantors and the other parties named on the signature pages thereof, as such
agreement may be amended, modified or supplemented from time to time and, with
respect to any Additional Notes, one or more registration rights agreements
among the Company and the Guarantors and the other parties thereto, as such
agreements may be amended, modified or supplemented from time to time, relating
to rights given by the Company to the purchasers of Additional Notes to register
such Additional Notes under the Securities Act.

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

                  "Regulation S Global Notes" has the meaning set forth in
Section 2.02.

                  "Regulation S Physical Notes" has the meaning set forth in
Section 2.02.

                  "Related Party" means:

                  (1)      any controlling stockholder, majority-owned
         Subsidiary or immediate family member (in the case of an individual) of
         any one or more Principals; or

                  (2)      any trust, corporation, partnership or other entity,
         the beneficiaries, stockholders, partners, owners or Persons
         beneficially owning a majority controlling interest of which consist of
         any one or more Principals and/or such other Persons referred to in the
         immediately preceding clause (1).

                  "Representative" means any agent or representative in respect
of any Designated Senior Debt; provided that if, and for so long as, any
Designated Senior Debt lacks such representative, then the Representative for
such Designated Senior Debt shall at all times constitute the holders of a
majority in outstanding principal amount of such Designated Senior Debt.

<PAGE>
                                      -30-

                  "Resale Restriction Termination Date" means, with respect to
any Note, the date that is two years (or such other period as may hereafter be
provided under Rule 144(k) under the Securities Act or any successor provision
thereto as permitting the resale by non-affiliates of Restricted Notes without
restriction) after the later of the original issue date in respect of such Note
and the last date on which the Company or any Affiliate of the Company was the
owner of such Note.

                  "Responsible Officer" shall mean, when used with respect to
the Trustee, any officer in the Corporate Trust Office of the Trustee including
any vice president, assistant vice president or any other officer of the Trustee
who customarily performs functions similar to those performed by the Persons who
at the time shall be such officers, respectively, and to whom any corporate
trust matter is referred because of such officer's knowledge of and familiarity
with the particular subject.

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

                  "Restricted Note" has the same meaning as "Restricted
Security" set forth in Rule 144(a)(3) promulgated under the Securities Act;
provided that the Trustee shall be entitled to request and conclusively rely
upon an Opinion of Counsel with respect to whether any Note is a Restricted
Note.

                  "Restricted Payments" has the meaning set forth in Section
4.10(a).

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

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

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

                  "Rule 144A Global Notes" has the meaning set forth in Section
2.02.

                  "Rule 144A Physical Notes" has the meaning set forth in
Section 2.02.

                  "S&P" means Standard & Poor's Ratings Services, a division of
McGraw-Hill, Inc., a New York corporation, or any successor rating agency.

                  "Securities Act" means the U.S. Securities Act of 1933, as
amended.

                  "Securitization Financing Amount" means, as of any date, with
respect to a Qualified Receivables Transaction, that portion of the Indebtedness
of the related Receivables Subsidiary that is attributable to the accounts
receivable and related assets of the type described in the definition of
"Qualified Receivables Transaction" transferred to such Receivables Subsidiary
by or on behalf of the Company and its Restricted Subsidiaries.

<PAGE>
                                      -31-

                  "Seminis Korea" means Seminis Korea, Inc., a corporation
organized under the laws of South Korea.

                  "Senior Debt" means the principal of, premium, if any, and
interest (including any interest accruing subsequent to the filing of a petition
of bankruptcy at the rate provided for in the documentation with respect
thereto, whether or not such interest is an allowed claim under applicable law)
on any Indebtedness of the Company, whether outstanding on the Issue Date or
thereafter created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes. Without limiting the generality
of the foregoing, "Senior Debt" shall also include the principal of, premium, if
any, interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of (including
guarantees of the foregoing obligations):

                  (1)      all monetary obligations of every nature of the
         Company under, or with respect to, the Credit Facilities, including,
         without limitation, obligations to pay principal, premium and interest,
         reimbursement obligations under letters of credit, fees, expenses and
         indemnities (and guarantees thereof); and

                  (2)      all Hedging Obligations (and guarantees thereof);

in each case whether outstanding on the Issue Date or thereafter incurred.

                  Notwithstanding the foregoing, "Senior Debt" shall not
include:

                  (1)      any Indebtedness of the Company to a Subsidiary of
         the Company;

                  (2)      Indebtedness to, or guaranteed on behalf of, any
         shareholder, director, officer or employee of the Company or any
         Subsidiary of the Company (including, without limitation, amounts owed
         for compensation) other than a shareholder who is also a lender (or an
         Affiliate of a lender) under the Credit Facilities;

                  (3)      Indebtedness to trade creditors and other amounts
         incurred in connection with obtaining goods, materials or services;

                  (4)      Indebtedness represented by Disqualified Stock;

                  (5)      any liability for federal, foreign, state, local or
         other taxes owed or owing by the Company;

<PAGE>
                                      -32-

                  (6)      that portion of any Indebtedness incurred in
         violation of Section 4.09 (but, as to any such obligation, no such
         violation shall be deemed to exist for purposes of this clause (6) if
         the holder(s) of such obligation or their representative shall have
         received an Officers' Certificate of the Company to the effect that the
         incurrence of such Indebtedness does not (or, in the case of revolving
         credit indebtedness, that the incurrence of the entire committed amount
         thereof at the date on which the initial borrowing thereunder is made
         would not) violate Section 4.09);

                  (7)      Indebtedness which, when incurred and without respect
         to any election under Section 1111(b) of Title 11, United States Code,
         is without recourse to the Company; and

                  (8)      any Indebtedness which is, by its express terms,
         subordinated in right of payment to any other Indebtedness of the
         Company.

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

                  "South Korean Loans" means Indebtedness at any time
outstanding incurred by Seminis Korea and its Restricted Subsidiaries.

                  "Specified Assets" means those certain assets located in South
Korea and The Netherlands which as of the Issue Date are specified in a schedule
to the Credit Agreement.

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

                  "Subordinated Indebtedness" means Indebtedness of the Company
or any Guarantor that is subordinated or junior in right of payment to the Notes
or the Guarantee of such Guarantor, as the case may be.

                  "Subsidiary" means, with respect to any specified Person:

                  (1)      any corporation, association or other business entity
         of which more than 50% of the total voting power of shares of Capital
         Stock entitled (without regard to the occurrence of any contingency) to
         vote in the election of directors, managers or trustees of the
         corporation, association or other business entity is at the time owned
         or controlled, directly or indirectly, by that Person or one or more of
         the other Subsidiaries of that Person (or a combination thereof);

<PAGE>
                                      -33-

                  (2)      any partnership (a) the sole general partner or the
         managing general partner of which is such Person or a Subsidiary of
         such Person or (b) the only general partners of which are that Person
         or one or more Subsidiaries of that Person (or any combination
         thereof); and

                  (3)      any other Person that is consolidated in the
         consolidated financial statements of the specified Person in accordance
         with GAAP.

                  "Subsidiary Guarantees" means the Guarantees of the Subsidiary
         Guarantors.

                  "Subsidiary Guarantors" means each of:

                  (1)      the Domestic Subsidiaries of the Company as of the
         Issue Date; and

                  (2)      any other Subsidiary of the Company that executes a
         Subsidiary Guarantee in accordance with the provisions of this
         Indenture.

                  "Temporary Regulation S Global Notes" has the meaning set
forth in Section 2.02.

                  "Temporary Regulation S Global Note Legend" means the legend
set forth in Exhibit H.

                  "TIA" means the Trust Indenture Act of 1939 (15 U.S. Code
Sections 77aaa-77bbbb) as in effect on the date of this Indenture (except as
provided in Section 8.03).

                  "Total Indebtedness" means, at a particular date, the sum of
(a) the aggregate stated balance sheet amount of all Indebtedness of such Person
and its Restricted Subsidiaries and (b) to the extent not included in clause
(a), the aggregate redemption price of any Disqualified Stock, in each case as
determined on a consolidated basis in accordance with GAAP at such date.

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

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

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

                  (2)      is not party to any agreement, contract, arrangement
         or understanding with the Company or any Restricted Subsidiary of the
         Company unless the terms of any such agreement, contract, arrangement
         or understanding are no less favorable to the Company

<PAGE>
                                      -34-

         or such Restricted Subsidiary than those that might be obtained at the
         time from Persons who are not Affiliates of the Company; and

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

                  Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the
Trustee a certified copy of the Board Resolution giving effect to such
designation and an Officers' Certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.10. If, at
any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it shall thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
incurred as of such date under Section 4.09, the Company shall be in default of
such covenant. The Board of Directors of the Company may at any time designate
any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such
designation shall be deemed to be an incurrence of Indebtedness by a Restricted
Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted
Subsidiary and such designation shall only be permitted if (1) such Indebtedness
is permitted under Section 4.09, calculated on a pro forma basis as if such
designation had occurred at the beginning of the four-quarter reference period
and (2) no Default or Event of Default would be in existence following such
designation.

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

                  "Weighted Average Life to Maturity" " means, when applied to
any Indebtedness at any date, the number of years obtained by dividing:

                  (1)      the sum of the products obtained by multiplying (a)
         the amount of each then remaining installment, sinking fund, serial
         maturity or other required payments of principal, including payment at
         final maturity, in respect of the Indebtedness, by (b) the number of
         years (calculated to the nearest one-twelfth) that shall elapse between
         such date and the making of such payment; by

                  (2)      the then outstanding principal amount of such
         Indebtedness.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act.

                  Whenever this Indenture refers to a provision of the TIA, the
portion of such provision required to be incorporated herein in order for this
Indenture to be qualified under the TIA

<PAGE>
                                      -35-

is incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

                  "indenture securities" means the Notes.

                  "indenture securityholder" means a Holder or Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "obligor on the indenture securities" means the Company, the
Guarantors or any other obligor on the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined in the TIA by reference to another statute or defined by Commission
rule have the meanings therein assigned to them.

SECTION 1.03. Rules of Construction.

                  Unless the context otherwise requires:

                  (1)      a term has the meaning assigned to it herein, whether
         defined expressly or by reference;

                  (2)      "or" is not exclusive;

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

                  (4)      words used herein implying any gender shall apply to
         both genders;

                  (5)      "herein," "hereof" and other words of similar import
         refer to this Indenture as a whole and not to any particular Article,
         Section or other subsection;

                  (6)      unless otherwise specified herein, all accounting
         terms used herein shall be interpreted, all accounting determinations
         hereunder shall be made, and all financial statements required to be
         delivered hereunder shall be prepared in accordance with GAAP as in
         effect on the Issue Date;

                  (7)      "$," "U.S. Dollars" and "United States Dollars" each
         refer to United States dollars, or such other money of the United
         States that at the time of payment is legal tender for payment of
         public and private debts; and

                  (8)      whenever in this Indenture there is mentioned, in any
         context, principal, interest or any other amount payable under or with
         respect to any Note, such mention

<PAGE>
                                      -36-

         shall be deemed to include mention of the payment of Additional
         Interest to the extent that, in such context, Additional Interest, was
         or would be payable in respect thereof.

                                   ARTICLE TWO

                                 THE SECURITIES

SECTION 2.01. Amount of Notes.

                  The Trustee shall initially authenticate the Notes for
original issue on the Issue Date in an aggregate principal amount of
$190,000,000 upon a written order of the Company in the form of an Officers'
Certificate of the Company pursuant to Section 2.03 (other than as provided in
Section 2.08).

SECTION 2.02. Form and Dating.

                  The Notes and the Trustee's certificate of authentication
relating thereto shall be in substantially the forms set forth, or referenced,
in Exhibit A annexed hereto and in this Article Two. The Notes may have such
appropriate insertions, omissions, substitutions, notations, legends,
endorsements, identifications and other variations as are required or permitted
by law, stock exchange rule or depositary rule or usage, the certificate of
incorporation, bylaws or other similar governing instruments of the Company,
agreements to which the Company is subject, if any, or other customary usage, or
as may consistently herewith be determined by the Officers of the Company
executing such Notes, as evidenced by such execution (provided that any such
notation, legend, endorsement, identification or variation is in a form
acceptable to the Company). Each Note shall be dated the date of its
authentication.

                  Initial Notes and any Additional Notes offered and sold in
reliance on Rule 144A shall be issued initially in the form of one or more
permanent global Notes in substantially the form set forth in Exhibit A and
shall contain the Private Placement Legend set forth in Exhibit B and the Global
Note Legend (the "Rule 144A Global Notes"), registered in the name of the
nominee of the Depositary, deposited with the Trustee, as custodian for the
Depositary or its nominee, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The aggregate principal amount of the Rule 144A
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for the Depositary or its nominee,
as provided in Sections 2.16 and 2.17.

                  Initial Notes and any Additional Notes offered and sold in
offshore transactions in reliance on Regulation S shall be issued initially in
the form of one or more temporary global Notes in substantially the form set
forth in Exhibit A and containing the Private Placement Legend as set forth in
Exhibit C and the Temporary Regulation S Global Note Legend (the "Temporary
Regulation S Global Notes"), registered in the name of the nominee of the
Depositary, deposited with the Trustee, as custodian for the Depositary or its
nominee, duly executed by the

<PAGE>
                                      -37-

Company and authenticated by the Trustee as hereinafter provided. At any time
following termination of the Distribution Compliance Period (the "Offshore Note
Exchange Date"), upon receipt by the Trustee and the Company of a certificate
substantially in the form set forth in Exhibit E hereto, one or more permanent
Global Notes substantially in the form of Exhibit A hereto and containing the
Global Note Legend (the "Permanent Regulation S Global Notes," and together with
the Temporary Regulation S Global Notes, the "Regulation S Global Notes") duly
executed by the Company and authenticated by the Trustee as hereinafter provided
shall be deposited with the Trustee, as custodian for the Depositary, and the
Registrar shall reflect on its books and records the date and a decrease in the
principal amount of the Temporary Regulation S Global Note in an amount equal to
the principal amount of the beneficial interest in the Temporary Regulation S
Global Note transferred. The aggregate principal amount of the Regulation S
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee, as custodian for the Depositary or its nominee,
as provided in Sections 2.16 and 2.17.

                  Initial Notes and any Additional Notes issued pursuant to
Section 2.07 and Section 2.16 in exchange for or upon transfer of beneficial
interests in the Rule 144A Global Notes or Regulation S Global Notes shall be in
the form of permanent certificated Notes in substantially the form set forth in
Exhibit A containing the Private Placement Legend as set forth in Exhibit B (the
"Rule 144A Physical Notes"), or in the form of permanent certificated Notes
substantially in the form set forth in Exhibit A containing the Private
Placement Legend as set forth in Exhibit C (the "Regulation S Physical Notes"),
respectively, as hereinafter provided. No Regulation S Physical Note may be
issued until expiration of the applicable Distribution Compliance Period and
receipt by the Company and the Trustee from the (x) proposed transferor, of a
certificate substantially in the form set forth in Exhibit C or (y) holder of a
beneficial interest being exchanged, of certification that such holder is a
non-U.S. person or a U.S. person (within the meaning of Regulation S) who
acquired such interest in a transaction exempt from the registration
requirements of the Securities Act (in which case a Rule 144A Physical Note
shall be issued).

                  The Rule 144A Physical Notes and the Regulation S Physical
Notes, together with any other certificated notes in registered form, are
sometimes collectively referred to as the "Certificated Notes." The Rule 144A
Global Notes and the Regulation S Global Notes, together with any other global
notes in registered form, are sometimes collectively referred to as the "Global
Notes."

                  Initial Notes and Additional Notes offered and sold in
reliance on any exemption under the Securities Act other than Regulation S and
Rule 144A shall be issued in the form of permanent Certificated Notes
substantially in the form set forth in Exhibit A and shall contain the Private
Placement Legend as set forth in Exhibit B.

<PAGE>
                                      -38-

                  Exchange Securities shall be issued substantially in the form
set forth in Exhibit A and, subject to Section 2.16, shall be in the form of one
or more Global Notes.

SECTION 2.03. Execution and Authentication.

                  The Notes shall be executed on behalf of the Company by its
Chief Executive Officer, Chief Financial Officer, President, any Vice President,
Treasurer or Assistant Treasurer. The signature of any of these officers on the
Notes may be manual or facsimile.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Company may deliver Notes executed by the
Company to the Trustee for authentication; and the Trustee shall authenticate
and deliver (i) Initial Notes for original issue in the aggregate principal
amount not to exceed $190,000,000, (ii) additional Notes ("Additional Notes")
from time to time for original issue in aggregate principal amounts specified by
the Company and (iii) Exchange Securities from time to time for issue in
exchange for a like principal amount of Initial Notes or Additional Notes, in
each case specified in clauses (i) through (iii) above, upon a written order of
the Company in the form of an Officers' Certificate (an "Authentication Order"),
and in the case of clause (ii), upon receipt by the Trustee of an Opinion of
Counsel confirming that the Holders of the outstanding Notes shall be subject to
federal income tax in the same amounts, in the same manner and at the same times
as would have been the case if such Additional Notes were not issued. Such
Officers' Certificates shall specify the amount of Notes to be authenticated and
the date on which the Notes are to be authenticated, whether the Notes are to be
Initial Notes, Additional Notes or Exchange Securities, that, in the case of
Additional Notes, the issuance of such Notes does not contravene any provision
of Article Four of this Indenture, whether the Notes are to be issued as one or
more Global Notes or Certificated Notes, the name or names of the Initial Holder
or Holders and such other information as the Company may include or the Trustee
may reasonably request.

                  All Notes shall be dated the date of their authentication.

                  If an Officer whose signature is on a Note was an Officer at
the time of such execution but no longer holds that office at the time the
Trustee authenticates the Note, the Note shall be valid nevertheless.

                  No Note shall be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by manual signature, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder. Notwithstanding the foregoing, if
any Note shall have been authenticated and delivered hereunder but never issued
and sold by the Company, and the Company shall deliver such Note to the Trustee
for cancellation as provided in Section 2.12, for all purposes of this Indenture
such Note shall be deemed never to have been

<PAGE>
                                      -39-

authenticated and delivered hereunder and shall never be entitled to the
benefits of this Indenture.

                  The Notes shall be issuable only in fully registered form
without coupons in denominations of $1,000 and integral multiples of $1,000.

SECTION 2.04. Registrar and Paying Agent.

                  If a Holder has given wire transfer instructions to the
Company, the Company shall pay all principal, interest and premium and
Additional Interest, if any, on that Holder's Notes in accordance with those
instructions. All other payments on Notes shall be made at the office or agency
of the paying agent (the "Paying Agent") and registrar (the "Registrar") within
the City and State of New York unless the Company elects to make interest
payments by check mailed to the Holders at their address set forth in the
register of Holders (the "Register"). The Registrar shall keep a Register of the
Notes and of their transfer and exchange. The Company may have one or more
additional Paying Agents. The term "Paying Agent" includes any additional Paying
Agent.

                  The Company shall enter into an appropriate agency agreement,
which shall incorporate the provisions of the TIA, with any Agent that is not a
party to this Indenture. The agreement shall implement the provisions of this
Indenture that relate to such Agent. The Company shall notify the Trustee of the
name and address of any such Agent. If the Company fails to maintain a Registrar
or Paying Agent, or fails to give the foregoing notice, the Trustee shall act as
such and shall be entitled to appropriate compensation in accordance with
Section 7.07.

                  The Trustee shall initially act as Paying Agent and Registrar.
The Company may change the Paying Agent or Registrar without prior notice to the
Holders of the Notes, and the Company or any of its Subsidiaries may act as
Paying Agent or Registrar.

SECTION 2.05. Paying Agent To Hold Money in Trust.

                  Each Paying Agent shall hold in trust for the benefit of the
Holders or the Trustee all money held by the Paying Agent for the payment of
principal of or premium or interest on the Notes (whether such money has been
paid to it by the Company or any other obligor on the Notes or the Guarantors),
and the Company and the Paying Agent shall notify the Trustee of any default by
the Company (or any other obligor on the Notes) in making any such payment.
Money held in trust by the Paying Agent need not be segregated except as
required by law and in no event shall the Paying Agent be liable for any
interest on any money received by it hereunder, provided that if the Company or
an Affiliate thereof acts as Paying Agent, it shall segregate the money held by
it as Paying Agent and hold it as a separate trust fund. The Company at any time
may require the Paying Agent to pay all money held by it to the Trustee and
account for any funds disbursed and the Trustee may at any time during the
continuance of any Event of Default specified in Section 6.01(1) or (2), upon
written request to the Paying Agent, require such Paying

<PAGE>
                                      -40-

Agent to pay forthwith all money so held by it to the Trustee and to account for
any funds disbursed. Upon making such payment, the Paying Agent shall have no
further liability for the money delivered to the Trustee.

SECTION 2.06. Holder Lists.

                  The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of the names and
addresses of the Holders. If the Trustee is not the Registrar, the Company shall
furnish to the Trustee at least five Business Days before each Interest Payment
Date, and at such other times as the Trustee may request in writing, a list in
such form and as of such date as the Trustee may reasonably require of the names
and addresses of the Holders, provided that, as long as the Trustee is the
Registrar, no such list need be furnished.

SECTION 2.07. Transfer and Exchange.

                  Subject to Sections 2.16 and 2.17, when Notes are presented to
the Registrar with a request from the Holder of such Notes to register a
transfer or to exchange them for an equal principal amount of Notes of other
authorized denominations, the Registrar shall register the transfer as
requested. Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed or be accompanied by a written instrument of
transfer in form satisfactory to the Company and the Registrar, duly executed by
the Holder thereof or his attorneys duly authorized in writing. To permit
registrations of transfers and exchanges, the Company shall issue and execute
and the Trustee shall authenticate new Notes (and the Guarantors shall execute
the Guarantee thereon) evidencing such transfer or exchange at the Registrar's
request. No service charge shall be made to the Holder for any registration of
transfer or exchange. The Company may require from the Holder payment of a sum
sufficient to cover any transfer taxes or other governmental charge that may be
imposed in relation to a transfer or exchange, but this provision shall not
apply to any taxes or charges due solely in respect of an exchange pursuant to
Section 2.11, 3.06, 4.08, 4.12 or 8.05 (in which events the Company shall be
responsible for the payment of such taxes). The Registrar shall not be required
to exchange or register a transfer of any Note for a period of 15 days
immediately preceding the redemption of Notes, except the unredeemed portion of
any Note being redeemed in part.

                  Any Holder of the Global Note shall, by acceptance of such
Global Note, agree that transfers of the beneficial interests in such Global
Note may be effected only through a book entry system maintained by the Holder
of such Global Note (or its agent), and that ownership of a beneficial interest
in the Global Note shall be required to be reflected in a book entry.

                  Except as expressly provided herein, neither the Trustee nor
the Registrar shall have any duty to monitor the Company's compliance with or
have any responsibility with respect to the Company's compliance with any
Federal or state securities laws.

<PAGE>
                                      -41-

SECTION 2.08. Replacement Notes.

                  If a mutilated Note is surrendered to the Registrar or the
Trustee, or if the Holder of a Note claims that the Note has been lost,
destroyed or wrongfully taken, the Company shall issue and the Trustee shall
authenticate a replacement Note (and the Guarantors shall execute the Guarantee
thereon) if the Holder of such Note furnishes to the Company and the Trustee
evidence reasonably acceptable to them of the ownership and the destruction,
loss or theft of such Note and if the requirements of Section 8-405 of the New
York Uniform Commercial Code as in effect on the date of this Indenture are met.
If required by the Trustee or the Company, an indemnity bond shall be posted,
sufficient in the judgment of the Trustee and the Company to protect the
Company, the Guarantors, the Trustee or any Paying Agent from any loss that any
of them may suffer if such Note is replaced. The Company may charge such Holder
for the Company's reasonable out-of-pocket expenses in replacing such Note and
the Trustee may charge the Company for the Trustee's expenses (including,
without limitation, attorneys' fees and disbursements) in replacing such Note.
Every replacement Note shall constitute a contractual obligation of the Company.

SECTION 2.09. Outstanding Notes.

                  The Notes outstanding at any time are all Notes that have been
authenticated by the Trustee except for (a) those canceled by it, (b) those
delivered to it for cancellation, (c) to the extent set forth in Sections 9.01
and 9.02, on or after the date on which the conditions set forth in Section 9.01
or 9.02 have been satisfied, those Notes theretofore authenticated and delivered
by the Trustee hereunder and (d) those described in this Section 2.09 as not
outstanding. Subject to Section 2.10, a Note does not cease to be outstanding
because the Company or one of its Affiliates holds the Note.

                  If a Note is replaced pursuant to Section 2.08, it ceases to
be outstanding unless the Trustee receives proof satisfactory to it that the
replaced Note is held by a bona fide purchaser in whose hands such Note is a
legal, valid and binding obligation of the Company.

                  If the Paying Agent holds, in its capacity as such, on any
Maturity Date, money sufficient to pay all accrued interest and principal with
respect to the Notes payable on that date and is not prohibited from paying such
money to the Holders thereof pursuant to the terms of this Indenture, then on
and after that date such Notes cease to be outstanding and interest on them
ceases to accrue.

SECTION 2.10. Treasury Notes.

                  In determining whether the Holders of the required principal
amount of Notes have concurred in any declaration of acceleration or notice of
default or direction, waiver or consent or any amendment, modification or other
change to this Indenture, Notes owned by the Company or any Affiliate of the
Company shall be disregarded as though they were not out-

<PAGE>
                                      -42-

standing, except that for the purposes of determining whether the Trustee shall
be protected in relying on any such direction, waiver or consent or any
amendment, modification or other change to this Indenture, only Notes as to
which a Responsible Officer of the Trustee has actually received an Officers'
Certificate stating that such Notes are so owned shall be so disregarded. Notes
so owned which have been pledged in good faith shall not be disregarded if the
pledgee established to the satisfaction of the Trustee the pledgee's right so to
act with respect to the Notes and that the pledgee is not the Company, a
Guarantor, any other obligor on the Notes or any of their respective Affiliates.

SECTION 2.11. Temporary Notes.

                  Until definitive Notes are prepared and ready for delivery,
the Company may prepare and the Trustee shall authenticate temporary Notes.
Temporary Notes shall be substantially in the form of definitive Notes but may
have variations that the Company considers appropriate for temporary Notes.
Without unreasonable delay, the Company shall prepare and the Trustee shall
authenticate definitive Notes in exchange for temporary Notes. Until such
exchange, temporary Notes shall be entitled to the same rights, benefits and
privileges as definitive Notes.

SECTION 2.12. Cancellation.

                  The Company at any time may deliver Notes to the Trustee for
cancellation. The Registrar and the Paying Agent shall forward to the Trustee
any Notes surrendered to them for registration of transfer, exchange or payment.
The Trustee shall cancel all Notes surrendered for registration of transfer,
exchange, payment, replacement or cancellation and shall deliver such canceled
Notes to the Company. The Company may not reissue or resell, or issue new Notes
to replace, Notes that the Company has redeemed or paid, or that have been
delivered to the Trustee for cancellation.

SECTION 2.13. Defaulted Interest.

                  If the Company defaults on a payment of interest on the Notes,
it shall pay the defaulted interest, plus (to the extent permitted by law) any
interest payable on the defaulted interest, in accordance with the terms hereof,
to the Persons who are Holders on a subsequent special record date, which date
shall be at least five Business Days prior to the payment date. The Company
shall fix such special record date and payment date in a manner satisfactory to
the Trustee. At least 10 days before such special record date, the Company shall
mail to each Holder a notice that states the special record date, the payment
date and the amount of defaulted interest, and interest payable on defaulted
interest, if any, to be paid. The Company may make payment of any defaulted
interest in any other lawful manner not inconsistent with the requirements (if
applicable) of any securities exchange on which the Notes may be listed and,
upon such notice as may be required by such exchange, if, after written notice
given by the Company to the Trustee of the proposed payment pursuant to this
sentence, such manner of payment shall be deemed practicable by the Trustee.
<PAGE>

                                      -43-

SECTION 2.14. CUSIP Number.

                  The Company in issuing the Notes may use a "CUSIP" number, and
if so, such CUSIP number shall be included in notices of redemption or exchange
as a convenience to Holders; provided that any such notice may state that no
representation is made as to the correctness or accuracy of the CUSIP number
printed in the notice or on the Notes, and that reliance may be placed only on
the other identification numbers printed on the Notes. The Company shall
promptly notify the Trustee of any such CUSIP number used by the Company in
connection with the issuance of the Notes and of any change in the CUSIP number.

SECTION 2.15. Deposit of Moneys.

                  Prior to 10:00 a.m., New York City time, on each Interest
Payment Date and Maturity Date, the Company shall have deposited with the Paying
Agent in immediately available funds money sufficient to make cash payments, if
any, due on such Interest Payment Date or Maturity Date, as the case may be, in
a timely manner which permits the Trustee to remit payment to the Holders on
such Interest Payment Date or Maturity Date, as the case may be. The principal
and interest on Global Notes shall be payable to the Depositary or its nominee,
as the case may be, as the sole registered owner and the sole Holder of the
Global Notes represented thereby. The principal and interest on Certificated
Notes shall be payable, either in person or by mail, at the office of the Paying
Agent.

SECTION 2.16. Book-Entry Provisions for Global Notes.

                  (a)      Each Global Note initially shall (i) be registered in
the name of the Depositary for such Global Note or the nominee of such
Depositary, (ii) be delivered to the Trustee as custodian for such Depositary
and (iii) to the extent relevant thereto, bear the applicable Private Placement
Legend, the Global Note Legend and the Temporary Regulation S Global Note
Legend. None of the Company or the Guarantors or any of their agents shall have
any responsibility or liability for any aspect of the records relating to, or
payments made on account of beneficial ownership interests of, a Global Note, or
for maintaining, supervising or reviewing any records relating to such
beneficial ownership interests.

                  Members of, or participants in, the Depositary ("Agent
Members") shall have no rights under this Indenture with respect to any Global
Note, and the Depositary may be treated by the Company, the Guarantors, the
Trustee and any agent of the Company, the Guarantors or the Trustee as the
absolute owner of such Global Note for all purposes whatsoever. Notwithstanding
the foregoing, nothing herein shall prevent the Company, the Guarantors, the
Trustee or any agent of the Company, the Guarantors or the Trustee from giving
effect to any written certification, proxy or other authorization furnished by
the Depositary or impair, as between the Depositary and its Agent Members, the
operation of customary practices governing the exercise of the rights of a
beneficial owner of any Note. The registered Holder of a Global Note may grant
proxies and otherwise authorize any Person, including Agent Members and Persons
that may

<PAGE>
                                      -44-

hold interests through Agent Members, to take any action which a Holder
is entitled to take under this Indenture or the Notes.

                  (b)      Interests of beneficial owners in a Global Note may
be transferred in accordance with the applicable rules and procedures of the
Depositary and the provisions of Section 2.17. Transfers of a Global Note shall
be limited to transfers of such Global Note in whole, but not in part, to the
Depositary, its successors or their respective nominees, except (i) as required
in connection with transfers of interests therein pursuant to Section 2.17(b) or
2.17(g) or as may be required by the Company or the Trustee in connection with
transfers pursuant to Section 2.17(i), and (ii) that Rule 144A Physical Notes
or, subject to Section 2.17(h), Regulation S Physical Notes shall be transferred
to all beneficial owners in exchange for their beneficial interests in the Rule
144A Global Note or the Regulation S Global Note, respectively, in the event
that (A) the Depositary notifies the Company that it is unwilling or unable to
continue as Depositary for the applicable Global Note and a successor depositary
is not appointed by the Company within 90 days or (B) an Event of Default has
occurred and is continuing and the Registrar has received a request from the
Depositary. In addition, beneficial interests in a Global Note may be exchanged
for a Certificated Note upon request but only upon at least 20 days' prior
written notice given to the Trustee by or on behalf of the Depositary in
accordance with customary procedures. In connection with any transfer or
exchange of a portion of the beneficial interest in any Global Note to
beneficial owners for a Certificated Note pursuant to this Section 2.16(b), the
Registrar shall record on its books and records (and make a notation on the
Global Note of) the date and a decrease in the principal amount of such Global
Note in an amount equal to the beneficial interest in the Global Note being
transferred, and the Company shall execute, and the Trustee shall authenticate
and deliver, one or more Certificated Notes of like tenor and principal amount
of authorized denominations. In connection with a transfer of an entire Global
Note to beneficial owners pursuant to this Section 2.16(b), the applicable
Global Note shall be deemed to be surrendered to the Trustee for cancellation,
and the Company shall execute, and the Trustee shall authenticate and deliver to
each beneficial owner identified by the Depositary in exchange for its
beneficial interest in the applicable Global Note, an equal aggregate principal
amount at maturity of 144A Physical Notes (in the case of the 144A Global Note)
or Regulation S Physical Notes (in the case of the Regulation S Global Note), as
the case may be, of authorized denominations.

                  (c)      Any beneficial interest in one of the Global Notes
that is transferred to a Person who takes delivery in the form of an interest in
another Global Note shall, upon transfer, cease to be an interest in such Global
Note and become an interest in the other Global Note and, accordingly, shall
thereafter be subject to all transfer restrictions, if any, and other procedures
applicable to beneficial interests in such other Global Note for as long as it
remains such an interest.

                  (d)      The Company, the Guarantors, any other obligor upon
the Notes or the Trustee, in the discretion of any of them, may treat as the act
of a Holder any instrument or writ-

<PAGE>
                                      -45-

ing of any Person that is identified by the Depositary as the owner of a
beneficial interest in the Global Note.

                  (e)      Any Rule 144A Physical Note delivered in exchange for
an interest in the Rule 144A Global Note pursuant to Section 2.16(b) shall,
except as otherwise provided in Section 2.17, bear the Private Placement Legend
as set forth in Exhibit B.

SECTION 2.17. Special Transfer Provisions.

                  (a)      Transfers to QIBs. The following provisions shall
apply with respect to the registration or any proposed registration of transfer
of a Note constituting a Restricted Note to a QIB (excluding transfers to
Non-U.S. Persons):

                  (1)      if it complies with all other applicable requirements
         of this Indenture (including Section 2.07 and Section 2.16); and

                  (2)      the Registrar shall register the transfer if such
         transfer is being made by a proposed transferor who has checked the box
         provided for on such Holder's Note stating, or to a transferee who has
         advised the Company and the Registrar in writing, that it is purchasing
         the Note for its own account or an account with respect to which it
         exercises sole investment discretion and that it and any such account
         is a QIB within the meaning of Rule 144A, and is aware that the sale to
         it is being made in reliance on Rule 144A and acknowledges that it has
         received such information regarding the Company as it has requested
         pursuant to Rule 144A or has determined not to request such information
         and that it is aware that the transferor is relying upon its foregoing
         representations in order to claim the exemption from registration
         provided by Rule 144A; and

                  (3)      if the proposed transferee is an Agent Member, and
         the Notes to be transferred consist of Certificated Notes which after
         transfer are to be evidenced by an interest in the Global Note, upon
         receipt by the Registrar of instructions given in accordance with the
         Depositary's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of the Global Note in an amount equal to the principal
         amount of the Certificated Note to be transferred, and the Trustee
         shall cancel the Certificated Note so transferred.

                  (b)      Transfers to Non-QIB Institutional Accredited
Investors and Non-U.S. Persons. The following provisions shall apply with
respect to the registration of any proposed transfer of a Note constituting a
Restricted Note to any Institutional Accredited Investor which is not a QIB or
to any Non-U.S. Person:

                  (1)      the Registrar shall register the transfer of any Note
         constituting a Restricted Note whether or not such Note bears the
         applicable Private Placement Legend, if (x) the requested transfer is
         after the second anniversary of the Issue Date (provided,

<PAGE>
                                      -46-

         however, that neither the Company nor any Affiliate of the Company has
         held any beneficial interest in such Note, or portion thereof, at any
         time on or prior to the second anniversary of the Issue Date) or (y)(1)
         in the case of a transfer to an Institutional Accredited Investor which
         is not a QIB (excluding Non-U.S. Persons), the proposed transferee has
         delivered to the Registrar a certificate substantially in the form of
         Exhibit G hereto and any legal opinions and certifications required
         thereby or (2) in the case of a transfer to a Non-U.S. Person, the
         proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto;

                  (2)      if the proposed transferor is a participant holding a
         beneficial interest in a Global Note, upon receipt by the Registrar of
         (x) the certificate, if any, required by Section 2.17(b)(i) and (y)
         written instructions given in accordance with the Depositary's and the
         Registrar's procedures, (a) the Registrar shall reflect on its books
         and records the date and (if the transfer does not involve a transfer
         of outstanding Certificated Notes) a decrease in the principal amount
         of such Global Note in an amount equal to the principal amount of the
         beneficial interest in the Global Note to be transferred and (b) the
         Company shall execute and the Trustee shall authenticate and deliver,
         one or more Certificated Notes of like tenor and amount; and

                  (3)      in the case of a transfer to a Non-U.S. Person, if
         the proposed transferee is a Participant, and the Notes to be
         transferred consist of Certificated Notes which after transfer are to
         be evidenced by an interest in a Regulation S Global Note, upon receipt
         by the Registrar of written instructions given in accordance with the
         Depositary's and the Registrar's procedures, the Registrar shall
         reflect on its books and records the date and an increase in the
         principal amount of such Regulation S Global Note in an amount equal to
         the principal amount of the Certificated Note to be transferred, and
         the Trustee shall cancel the Certificated Note so transferred.

                  (c)      Transfers of Interests in the Temporary Regulation S
Global Notes. With respect to registration of any proposed transfer of interests
in any Temporary Regulation S Global Note, the Registrar shall register the
transfer of any interest in such Note only

                  (1)      if the proposed transferee is a Non-U.S. Person and
         the proposed transferor has delivered to the Registrar a certificate
         substantially in the form of Exhibit E hereto and shall take delivery
         in the form of an interest in the Temporary Regulation S Global Note;
         or

                  (2)      if the proposed transferee is a QIB and the proposed
         transferor has checked the box provided for on the form of Note
         stating, or has otherwise certified to the Company and the Registrar in
         writing, that the sale has been made in compliance with provisions of
         Rule 144A to a transferee who has signed the certification provided for
         on the form of Note stating, or has otherwise advised the Company and
         the Registrar in writing, that it is purchasing the Note for its own
         account or an account with respect to which

<PAGE>
                                      -47-

         it exercises sole investment discretion and that it and any such
         account is a QIB within the meaning of Rule 144A, and is aware that the
         sale to it is being made in reliance on Rule 144A and acknowledges that
         it has received such information regarding the Company as it has
         requested pursuant to Rule 144A or has determined not to request such
         information and that it is aware that the transferor is relying upon
         its foregoing representations in order to claim the exemption from
         registration provided by Rule 144A; and

                  (3)      upon receipt by the Registrar of written instructions
         given in accordance with the Depositary's and the Registrar's
         procedures.

                  (d)      Transfers to Non-U.S. Persons. With respect to the
registration of any proposed transfer of a Note that is a Restricted Note to a
Non-U.S. Person (except for any transfer referred to in Section 2.17(c)), the
Registrar shall register such transfer:

                  (1)      if it complies with all other applicable requirements
         of this Indenture (including Section 2.07 and Section 2.16);

                  (2)      if the proposed transfer is to be made prior to the
         end of the Distribution Compliance Period, upon receipt of a
         certificate substantially in the form of Exhibit E hereto from the
         proposed transferor;

                  (3)      if the proposed transfer is to be made after the end
         of the Distribution Compliance Period and the Note to be transferred is
         a 144A Physical Note or an interest in the Rule 144A Global Note, only
         upon receipt of a certificate substantially in the form of Exhibit B
         from the proposed transferor; and

                  (4)      if the proposed transferor or transferee is or is
         acting through an Agent Member, upon receipt by the Registrar of
         written instructions in accordance with the Depositary's and the
         Registrar's procedures.

                  (e)      Transfers Pursuant to Rule 144. With respect to the
registration of any proposed transfer of a Note that is a Restricted Note
pursuant to the exemption from registration under the Securities Act provided by
Rule 144, the Registrar shall register such transfer:

                  (1)      if it complies with all other applicable requirements
         of this Indenture (including Section 2.07 and Section 2.16); and

                  (2)      if such transfer is being made by a proposed
         transferor who has checked the box provided for on the form of such
         Note stating, or has otherwise certified to the Company and the
         Registrar in writing, that the sale has been made in compliance with
         the provisions of Rule 144; and

<PAGE>
                                      -48-

                  (3)      if the proposed transferor or transferee is or is
         acting through an Agent Member, upon receipt by the Registrar of
         written instructions given in accordance with the Depositary's and the
         Registrar's procedures.

                  Each of the Company and the Trustee may require additional
opinions, certifications or other evidence as may be reasonably required to
confirm that any such proposed transfer is being made in compliance with the
Securities Act and applicable state securities laws.

                  (f)      Transfers to the Company. With respect to the
         registration of any proposed transfer of a Note to the Company, the
         Registrar shall register such transfer:

                  (1)      if it complies with all other applicable requirements
         of this Indenture (including Section 2.07 and Section 2.16); and

                  (2)      if such transfer is being made by a proposed
         transferor who has checked the box provided for on the form of such
         Note stating, or has otherwise certified to the Company and the
         Registrar in writing, that the sale has been made to the Company; and

                  (3)      if the proposed transferor is or is acting through an
         Agent Member, upon receipt by the Registrar of written instructions
         given in accordance with the Depositary's and the Registrar's
         procedures.

                  (g)      Other Transfers. The Registrar shall effect and
register, upon receipt of a written request from the Company to do so, a
transfer not otherwise permitted by this Section 2.17, such registration to be
done in accordance with the otherwise applicable provisions of this Section
2.17, upon the furnishing by the proposed transferor or transferee of a written
Opinion of Counsel (which opinion and counsel are satisfactory to the Company
and the Trustee) to the effect that, and such other certifications or evidence
as the Company may require to confirm that, the proposed transfer is being made
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and otherwise in compliance with
applicable state securities laws.

                  (h)      Limitation on Issuance of Certificated Notes. No
Physical Note shall be exchanged for a beneficial interest in any Global Note,
except in accordance with Section 2.16 and this Section 2.17.

                  (i)      Execution, Authentication and Delivery of
Certificated Notes. In any case in which the Registrar is required to deliver a
Physical Note to a transferor or transferee, the Company shall execute, and the
Trustee shall authenticate and make available for delivery, such Physical Note.

                  (j)      Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Notes not bearing the Private Placement
Legend, the Registrar shall deliver Notes

<PAGE>
                                      -49-

that do not bear the Private Placement Legend. Upon the registration of
transfer, exchange or replacement of Notes bearing the Private Placement Legend,
the Registrar shall deliver only Notes that bear the Private Placement Legend
unless (i) there is delivered to the Registrar an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act or (ii) such Note
has been sold pursuant to an effective registration statement under the
Securities Act and the Registrar has received an Officers' Certificate from the
Company to such effect or (iii) the requested transfer is after the Resale
Restriction Termination Date (provided, however, that neither the Company nor an
Affiliate of the Company has held any beneficial interest in such Note or
portion thereof at any time since the Issue Date).

                  (k)      General. By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such Note acknowledges the restrictions
on transfer of such Note set forth in this Indenture and in the Private
Placement Legend and agrees that it shall transfer such Note only as provided in
this Indenture.

                  (l)      Certain Transfers in Connection with and After the
Exchange Offer Under the Registration Rights Agreement. Notwithstanding any
other provision of this Indenture:

                  (1)      no Exchange Securities may be exchanged by the Holder
         thereof for a Note issued on the Issue Date;

                  (2)      accrued and unpaid interest on the Notes issued on
         the Issue Date being exchanged in the Exchange Offer shall be due and
         payable on the next Interest Payment Date for the Exchange Securities
         following the Exchange Offer and shall be paid to the Holder on the
         relevant record date of the Exchange Securities issued in respect of
         the Note issued on the Issue Date being exchanged; and

                  (3)      interest on the Note issued on the Issue Date being
         exchanged in the Exchange Offer shall cease to accrue on the date of
         completion of the Exchange Offer and interest on the Exchange
         Securities to be issued in the Exchange Offer shall accrue from the
         date of the completion of the Exchange Offer.

                  (4)      The Registrar shall retain for a period of two years
         copies of all letters, notices and other written communications
         received pursuant to Section 2.16 or this Section 2.17. The Company
         shall have the right to inspect and make copies of all such letters,
         notices or other written communications at any reasonable time upon the
         giving of reasonable notice to the Registrar.

<PAGE>
                                      -50-

SECTION 2.18. Computation of Interest.

                  Interest on the Notes shall be computed on the basis of a
360-day year of twelve 30-day months and actual days elapsed.

                                 ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Election To Redeem; Notices to Trustee.

                  If the Company elects to redeem Notes pursuant to paragraph 5
of the Notes, at least 30 days prior to the Redemption Date (unless a shorter
notice shall be agreed to in writing by the Trustee) but not more than 60 days
before the Redemption Date, the Company shall notify the Trustee in writing of
the Redemption Date, the principal amount of Notes to be redeemed and the
redemption price, and deliver to the Trustee, no later than two Business Days
prior to the Redemption Date, an Officers' Certificate stating that such
redemption shall comply with the conditions contained in paragraph 5 of the
Notes.

SECTION 3.02. Selection by Trustee of Notes To Be Redeemed.

                  If less than all of the Notes are to be redeemed at any time,
the Trustee shall select Notes for redemption as follows:

                  (1)      if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2)      if the Notes are not listed on any national
         securities exchange, on a pro rata basis, by lot or by such method as
         the Trustee deems fair and appropriate;

                  provided that no Notes of $1,000 or less shall be redeemed in
         part.

                  The Trustee will promptly notify the Company in writing of the
Notes selected for redemption and, in the case of any Note selected for partial
redemption, the principal amount thereof to be redeemed. Notes and portions of
Notes selected will be in amounts of $1,000 or whole multiples of $1,000; except
that if all of the Notes of a Holder are to be redeemed, the entire outstanding
amount of Notes held by such Holder, even if not a multiple of $1,000, will be
redeemed.

SECTION 3.03. Notice of Redemption.

                  At least 30 days, and no more than 60 days, before a
Redemption Date, the Company shall mail, or cause to be mailed, a notice of
redemption by first-class mail to each Holder

<PAGE>
                                      -51-

of Notes to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar pursuant to Section 2.04, except that
notices of redemption may be mailed more than 60 days prior to a redemption date
if the notice is issued in connection with a defeasance of the Notes or a
discharge of this Indenture pursuant to Section 9 of this Indenture.

                  The notice shall identify the Notes to be redeemed (including
the CUSIP numbers thereof) and shall state:

                  (1)      the Redemption Date;

                  (2)      the appropriate calculation of the redemption price;

                  (3)      if fewer than all outstanding Notes are to be
         redeemed in part, the portion of the principal amount of such Note to
         be redeemed and that, after the Redemption Date and upon surrender of
         such Note, a new Note or Notes in principal amount equal to the
         unredeemed portion shall be issued;

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

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

                  (6)      that unless the Company defaults in making the
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the Redemption Date;

                  (7)      which subsection of paragraph 5 of the Notes is the
         provision of the Notes pursuant to which the redemption is occurring;
         and

                  (8)      the aggregate principal amount of Notes that are
         being redeemed.

                  In addition, if such redemption is subject to satisfaction of
one or more conditions precedent, such notice of redemption shall describe each
such condition or conditions, and if applicable, shall state that, in the
Company's discretion, the Redemption Date may be delayed until such time as any
or all such conditions shall be satisfied, or such redemption may not occur and
such notice may be rescinded in the event that any or all such conditions shall
not have been satisfied by the Redemption Date as stated in such notice, or by
the Redemption Date as so delayed.

                  At the Company's written request made at least five Business
Days (unless a shorter notice shall be agreed to in writing by the Trustee)
prior to the date on which notice is to be given, the Trustee shall give the
notice of redemption in the Company's name and at the Company's sole expense.

<PAGE>
                                      -52-

SECTION 3.04. Effect of Notice of Redemption.

                  Once the notice of redemption described in Section 3.03 is
mailed, the Notes so to be redeemed shall, on the Redemption Date and, if
applicable, upon satisfaction of any conditions to such redemption set forth in
such notice of redemption, become due and payable at the redemption price,
including any premium, plus interest accrued to such Redemption Date. Upon
surrender to the Paying Agent, such Notes shall be paid at the redemption price,
including any premium, plus interest accrued to the Redemption Date; provided
that if the Redemption Date is after a regular record date and on or prior to
the Interest Payment Date, the accrued interest shall be payable to the Holder
of the redeemed Notes registered on the relevant record date; and provided,
further, that if a Redemption Date is a Legal Holiday, payment shall be made on
the next succeeding Business Day and no interest shall accrue for the period
from such Redemption Date to such succeeding Business Day. Such notice, if
mailed in the manner provided in Section 3.03 shall be conclusively presumed to
have been given whether or not the Holder receives such notice.

SECTION 3.05. Deposit of Redemption Price.

                  (a)      On or prior to 1:00 p.m., New York City time, on each
Redemption Date, the Company shall deposit with the Paying Agent in immediately
available funds money sufficient to pay the redemption price of, including
premium, if any, and accrued interest on all Notes to be redeemed on that date
other than Notes or portions thereof called for redemption on that date which
have been delivered by the Company to the Trustee for cancellation.

                  (b)      On and after any Redemption Date, if money sufficient
to pay the redemption price of, including premium, if any, and accrued interest
on Notes called for redemption shall have been made available in accordance with
Section 3.05(a) above, the Notes called for redemption shall cease to accrue
interest and the only right of the Holders of such Notes shall be to receive
payment of the redemption price of and, subject to the first proviso in Section
3.04, accrued and unpaid interest on such Notes to the Redemption Date. If any
Note surrendered for redemption shall not be so paid, interest shall be paid,
from the Redemption Date until such redemption payment is made, on the unpaid
principal of the Note and any interest not paid on such unpaid principal, in
each case at the rate and in the manner provided in the Notes.

SECTION 3.06. Notes Redeemed in Part.

                  If any Note is to be redeemed in part only, the notice of
redemption that relates to that Note shall state the portion of the principal
amount of that Note that is to be redeemed. A new Note in principal amount equal
to the unredeemed portion of the original Note shall be issued in the name of
the Holder of Notes upon cancellation of the original Note. On and after the
Redemption Date, interest ceases to accrue on Notes or portions of them called
for redemption.

<PAGE>
                                      -53-

SECTION 3.07. Other Mandatory Redemption.

                  The Company is not required to make mandatory redemption or
sinking fund payments with respect to the Notes.

                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes.

                  The Company shall pay the principal of and interest on the
Notes in accordance with the terms of the Notes and this Indenture. An
installment of principal or interest shall be considered paid on the date it is
due if the Trustee or Paying Agent holds on that date money designated for and
sufficient to pay such installment.

                  The Company shall pay interest on overdue principal (including
post-petition interest in a proceeding under any Bankruptcy Law), and overdue
interest, to the extent lawful, at the rate specified in the Notes.

SECTION 4.02. Maintenance of Office or Agency.

                  (a)      The Company shall maintain an office or agency (which
may be an office of the Trustee or an affiliate of the Trustee or Registrar)
where Notes may be presented or surrendered for payment, where Notes may be
surrendered for registration of transfer or for exchange and where notices and
demands to or upon the Company or any Guarantor in respect of the Notes, the
Guarantees and this Indenture may be served. The Company shall give prompt
written notice to the Trustee of the location, and any change in the location,
of such office or agency. If at any time the Company shall fail to maintain any
such required office or agency or shall fail to furnish the Trustee with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the Corporate Trust Office of the Trustee, and the Company and each
Guarantor hereby appoint the Trustee as their agent to receive all such
presentations, surrenders, notices and demands.

                  (b)      The Company may also from time to time designate one
or more other offices or agencies where the Notes may be presented or
surrendered for any or all such purposes and may from time to time rescind such
designations; provided, however, that no such designation or rescission shall in
any manner relieve the Company of its obligation to maintain an office or agency
in the Borough of Manhattan, the City of New York, for such purposes. The
Company shall give prompt written notice to the Trustee of any such designation
or rescission and of any change in the location of any such other office or
agency.

<PAGE>
                                      -54-

                  (c)      The Company hereby designates the Corporate Trust
Office of the Trustee as one such office or agency of the Company in accordance
with Section 2.04.

SECTION 4.03. Legal Existence.

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

SECTION 4.04. [Reserved]

SECTION 4.05. Waiver of Stay, Extension or Usury Laws.

                  The Company and each of the Guarantors covenants (to the
extent that it may lawfully do so) that it shall not at any time insist upon, or
plead (as a defense or otherwise) or in any manner whatsoever claim or take the
benefit or advantage of, any stay or extension law or any usury law or other law
which may affect the covenants or the performance of this Indenture; and (to the
extent that they may lawfully do so) each of the Company and the Guarantors
hereby expressly waives all benefit or advantage of any such law, and covenants
that it shall not hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 4.06. Compliance Certificate.

                  (a)      The Company shall deliver to the Trustee, within 95
days after the end of each fiscal year of the Company commencing with the
Company's fiscal year ending September 30, 2003 an Officers' Certificate, one of
the signers of which shall be the principal executive officer, principal
financial officer or principal accounting officer of the Company, stating
whether or not to the best knowledge of the signers thereof the Company and any
Restricted Subsidiary is in default in the performance and observance of any of
the terms, provisions and conditions of Section 5.01 or Sections 4.01 to 4.19,
inclusive, and if the Company shall be in default, specifying all such defaults,
the nature and status thereof of which they may have knowledge and what action
the Company and the Guarantors are taking or propose to take with respect
thereto. Such determination shall be made without regard to notice requirements
or periods of grace.

<PAGE>

                                      -55-

                  (b)      The Company shall deliver to the Trustee, as soon as
possible and in any event no later than 10 Business Days after the Company
becomes aware or should reasonably become aware of the occurrence of a Default
or an Event of Default or an event which, with notice or the lapse of time or
both, would constitute a Default or Event of Default, an Officers' Certificate
setting forth the details of such Default or Event of Default, and the action
which the Company is taking or proposes to take with respect to such Default or
Event of Default.

                  (c)      The Company shall deliver to the Trustee, within 95
days after the end of each fiscal year, a written statement by the Company's
independent public accountants stating whether, in connection with their audit
of the Company's financial statements, any event which would constitute an Event
of Default as defined herein insofar as they relate to accounting matters has
come to their attention and, if such an Event of Default has come to their
attention, specifying the nature and period of the existence thereof.

SECTION 4.07. Payment of Taxes.

                  The Company shall, and shall cause each of its Restricted
Subsidiaries to, pay or discharge or cause to be paid or discharged, before the
same shall become delinquent, all material taxes, assessments and governmental
charges levied or imposed upon the Company or any of its Restricted
Subsidiaries; provided, however, that the Company shall not be required to pay
or discharge or cause to be paid or discharged any such tax, assessment, charge
whose amount, applicability or validity is being contested in good faith by
appropriate proceedings.

SECTION 4.08. Repurchase at the Option of Holders upon Change of Control.

                  (a)      If a Change of Control occurs, each Holder of Notes
shall have the right to require the Company to offer to repurchase (a "Change of
Control Offer") all or any part (equal to $1,000 or an integral multiple of
$1,000) of that Holder's Notes pursuant to a Change of Control Offer on the
terms set forth herein. In the Change of Control Offer, the Company shall offer
a Change of Control Payment in cash equal to 101% of the aggregate principal
amount of Notes repurchased plus accrued and unpaid interest and Additional
Interest, if any, on the Notes repurchased, to the date of purchase (the "Change
of Control Payment Date").

                  (b)      Within 30 days following the date on which the
Company becomes aware that a Change of Control has occurred, the Company shall
mail a notice to each Holder describing the transaction or transactions that
constitute the Change of Control and offering to repurchase notes on the Change
of Control Payment Date specified in the notice, which date shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed.

                  (c)      The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations con-

<PAGE>

                                      -56-

flict with this Section 4.08, the Company shall comply with the applicable
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 4.08 by virtue of such conflict.

                  (d)      On the Change of Control Payment Date, the Company
shall, to the extent lawful:

                  (1)      accept for payment all Notes or portions of Notes
         properly tendered pursuant to the Change of Control Offer;

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

                  (3)      deliver or cause to be delivered to the Trustee the
         Notes properly accepted together with an Officers' Certificate stating
         the aggregate principal amount of Notes or portions of Notes being
         purchased by the Company.

                  (e)      The Paying Agent shall promptly mail to each Holder
of Notes properly tendered the Change of Control Payment for such Notes, and the
Trustee shall promptly authenticate and mail (or cause to be transferred by book
entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered, if any; provided that each new Note shall be
in a principal amount of $1,000 or an integral multiple of $1,000.

                  (f)      The Company shall publicly announce the results of
the Change of Control Offer on or as soon as practicable after the Change of
Control Payment Date.

                  (g)      Notwithstanding the foregoing, the Company shall not
be required to make a Change of Control Offer upon a Change of Control if (i) a
third party makes the Change of Control Offer in the manner, at the times and
otherwise in compliance with the requirements set forth in this Section 4.08
applicable to a Change of Control Offer made by the Company and purchases all
Notes properly tendered and not withdrawn under the Change of Control Offer or
(ii) a notice of redemption pursuant to Section 3.03 is delivered, unless and
until there is a default in payment of the applicable redemption price.

                  (h)      A Change of Control Offer may be made in advance of a
Change of Control, and conditioned upon the occurrence of such Change of
Control, if a definitive agreement is in place for the Change of Control at the
time of making the Change of Control Offer. Notes repurchased by the Company
pursuant to a Change of Control Offer shall have the status of notes issued but
not outstanding or shall be retired and canceled, at the option of the Company.
Notes purchased by a third party pursuant to the preceding paragraph shall have
the status of notes issued and outstanding.

<PAGE>
                                      -57-

SECTION 4.09. Limitation on Indebtedness and Issuance of Preferred Stock.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create, incur, issue,
assume, guarantee or otherwise become directly or indirectly liable,
contingently or otherwise, with respect to (collectively, "incur") any
Indebtedness (including Acquired Debt), and the Company shall not issue any
Disqualified Stock and shall not permit any of its Restricted Subsidiaries to
issue any shares of preferred stock; provided, however, that the Company may
incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and
the Restricted Subsidiaries of the Company (other than Seminis Korea or any of
its Restricted Subsidiaries) may incur Indebtedness (including Acquired Debt) or
issue preferred stock, if the Leverage Ratio for the Company's most recently
ended four full fiscal quarters for which internal financial statements are
available (the "Reference Period") immediately preceding the date on which such
additional Indebtedness is incurred or such Disqualified Stock or preferred
stock is issued would not have exceeded the Leverage Test in effect on and as of
the last days of the applicable Reference Period, determined on a pro forma
basis (including a pro forma application of the net proceeds therefrom), as if
the additional Indebtedness had been incurred or Disqualified Stock or the
preferred stock had been issued, as the case may be, at the beginning of such
four-quarter period.

                  (b)      Notwithstanding any other provision of this Section
4.09, in no event shall the non-Guarantor Restricted Subsidiaries (other than
Seminis Korea or any of its Restricted Subsidiaries) be permitted to incur
Indebtedness (other than Indebtedness permitted pursuant to Section 4.09(c)(5))
in an aggregate principal amount (or accreted value, as applicable) at any time
outstanding in excess of the greater of (x) $30,000,000 (or the U.S. Dollar
equivalent thereof) and (y) the sum of 15% of the book value of the accounts
receivable and inventory of all of the non-Guarantor Restricted Subsidiaries
(other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at
the end of the most recently completed fiscal period for which internal balance
sheets of such non-Guarantor Restricted Subsidiaries are available.

                  (c)      Section 4.09(a) above shall not prohibit the
incurrence or existence of any of the following items of Indebtedness
(collectively, "Permitted Debt"):

                  (1)      the incurrence by the Company and the Subsidiary
         Guarantors of Indebtedness and letters of credit under Credit
         Facilities in an aggregate principal amount at any one time outstanding
         under this clause (1) (with letters of credit being deemed to have a
         principal amount equal to the aggregate maximum amount then available
         to be drawn thereunder) not to exceed $260,000,000 (or the U.S. Dollar
         equivalent thereof) (provided that such aggregate amount shall be
         reduced to the extent of any reduction or elimination of any commitment
         under any Credit Facility resulting from or relating to the formation
         of any Receivables Subsidiary or the consummation of any Qualified
         Receivables Transaction), less the aggregate amount of all Net Proceeds
         of Asset Sales applied by the Company or any of its Restricted
         Subsidiaries since the Issue Date to repay any term In-

<PAGE>
                                      -58-

         debtedness under a Credit Facility incurred under this clause (1) or to
         repay any revolving credit Indebtedness under a Credit Facility
         incurred under this clause (1) and effect a corresponding commitment
         reduction thereunder pursuant to Section 4.12(b)(1);

                  (2)      the incurrence by the Company and its Restricted
         Subsidiaries of Existing Indebtedness;

                  (3)      the incurrence by the Company and the Subsidiary
         Guarantors of Indebtedness represented by the Notes and the related
         Subsidiary Guarantees to be issued on the Issue Date and the Exchange
         Securities and the related Subsidiary Guarantees to be issued pursuant
         to the Registration Rights Agreement;

                  (4)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace, Indebtedness (other than intercompany
         Indebtedness) that was permitted to be incurred under Section 4.09(a)
         above or Section 4.09(c) (2), (3) or (4);

                  (5)      the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness between or among
         the Company and any of its Restricted Subsidiaries; provided, however,
         that:

                           (A)      if the Company or any Subsidiary Guarantor
                  is the obligor on such Indebtedness (other than any
                  Indebtedness between or among the Company and any Subsidiary
                  Guarantor), such Indebtedness must be expressly subordinated
                  to the prior payment in full in cash of all Obligations with
                  respect to the Notes, in the case of the Company, or the
                  Subsidiary Guarantee, in the case of a Guarantor; and

                           (B)      (i) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than the Company or a Restricted
                  Subsidiary of the Company and (ii) any sale or other transfer
                  of any such Indebtedness to a Person that is neither the
                  Company nor a Restricted Subsidiary of the Company, shall be
                  deemed, in each case, to constitute an incurrence of such
                  Indebtedness by the Company or such Restricted Subsidiary, as
                  the case may be, that was not permitted by this Section
                  4.09(c)(5);

                  (6)      the incurrence by the Company of Hedging Obligations
         that are incurred in the ordinary course of business and not for
         speculative purposes;

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

<PAGE>
                                      -59-

                  (8)      the accrual of interest, the accretion or
         amortization of original issue discount, the payment of interest on any
         Indebtedness in the form of additional Indebtedness with the same
         terms, and the payment of dividends on Disqualified Stock or preferred
         stock in the form of additional shares of the same class of
         Disqualified Stock or preferred stock, as the case may be, shall not be
         deemed to be an incurrence of Indebtedness or an issuance of
         Disqualified Stock or preferred stock for purposes of this Section
         4.09;

                  (9)      the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness under (or constituting
         reimbursement obligations with respect to) letters of credit, surety,
         performance or appeal bonds, completion guarantees, escrow agreements
         or similar instruments issued in connection with the ordinary course of
         business, including letters of credit or similar instruments in respect
         of self-insurance and workers' compensation obligations;

                  (10)     Indebtedness of the Company or of any of its
         Restricted Subsidiaries arising from the honoring by a bank or other
         financial institution of a check, draft or similar instrument
         inadvertently (except in the case of daylight overdrafts) drawn against
         insufficient funds in the ordinary course of business, provided that
         such Indebtedness is satisfied within five Business Days;

                  (11)     the incurrence of the South Korean Loans in an
         aggregate principal amount (or accreted value, as applicable) at any
         time outstanding not to exceed $30,000,000 (or the U.S. Dollar
         equivalent thereof);

                  (12)     Indebtedness arising from agreements of the Company
         or any of its Restricted Subsidiaries providing for indemnification,
         adjustment of purchase price or similar obligations, in each case,
         incurred or assumed in connection with the disposition of any business,
         assets or a Subsidiary of the Company;

                  (13)     the issuance by any of the Company's Restricted
         Subsidiaries to the Company or any of its Restricted Subsidiaries of
         shares of preferred stock, provided that (a) any subsequent issuance or
         transfer of Equity Interests that results in any such preferred stock
         being held by a Person other than the Company or a Restricted
         Subsidiary of the Company and (b) any sale or other transfer of any
         such preferred stock to a Person that is neither the Company nor a
         Restricted Subsidiary of the Company shall be deemed, in each case, to
         constitute an issuance of preferred stock by the Company or such
         Restricted Subsidiary, as the case may be, that was not permitted by
         this Section 4.09(c)(13);

                  (14)     the incurrence by a Receivables Subsidiary of
         Indebtedness in a Qualified Receivables Transaction that is without
         recourse (other than pursuant to representations, warranties, covenants
         and indemnities entered into in the ordinary course of business in
         connection with a Qualified Receivables Transaction) to the Company or
         to any Restricted Subsidiary of the Company or its assets (other than
         such Receivables Subsidiary

<PAGE>
                                      -60-

         and its assets), and is not guaranteed by any such Person; provided
         that any outstanding Indebtedness incurred under this clause (14) shall
         reduce (for so long as, and to the extent that, the Indebtedness
         referred to in this clause (14) remains outstanding) the aggregate
         amount permitted to be incurred under Section 4.09(c)(1) above to the
         extent set forth therein;

                  (15)     the incurrence by the Company or any of its
         Restricted Subsidiaries of Indebtedness represented by Capital Lease
         Obligations, mortgage financings or purchase money obligations, in each
         case, incurred for the purpose of financing all or any part of the
         purchase price or cost of design, construction, installation or
         improvement of property, plant or equipment used in the business of the
         Company or such Restricted Subsidiary (whether through the direct
         purchase of assets or the Equity Interests of any Person owning such
         assets), in an aggregate principal amount not to exceed $12,500,000 at
         any time outstanding; and

                  (16)     the incurrence by the Company or any of its
         Restricted Subsidiaries of additional Indebtedness in an aggregate
         principal amount (or accreted value, as applicable) at any time
         outstanding not to exceed $25,000,000.

                  Notwithstanding any other provision of this Section 4.09, the
maximum amount of Indebtedness that the Company or any Restricted Subsidiary may
incur pursuant to this Section 4.09 shall not be deemed to be exceeded as a
result of fluctuations in the exchange rates of currencies. For purposes of
determining compliance with this Section 4.09, (1) the outstanding principal
amount of any particular Indebtedness shall be counted only once and any
obligation arising under any guarantee, Lien, letter of credit or similar
instrument supporting such Indebtedness shall be disregarded, and (2) in the
event that an item of proposed Indebtedness meets the criteria of more than one
of the categories of Permitted Debt described in clauses (1) through (16) above,
or is entitled to be incurred pursuant to Section 4.09(a), the Company in its
sole discretion shall be permitted to divide and classify such item of
Indebtedness on the date of its incurrence, or later classify, reclassify or
divide all or a portion of such item of Indebtedness, in any manner that
complies with this Section 4.09; provided that Indebtedness incurred under the
Credit Agreement on the Issue Date shall be deemed to have been incurred on such
date in reliance on clause (1) of this Section 4.09(c) and may not be
reclassified.

                  Furthermore, it being understood, that notwithstanding Section
4.09 or any other provision of this Indenture, on the Issue Date, the Company
may incur $100,000,000 of Indebtedness consisting of a one-day loan from
Citibank North America, Inc. or an affiliate thereof in order to facilitate and
finance the Acquisition Transactions.

SECTION 4.10. Limitation on Restricted Payments.

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

<PAGE>
                                      -61-

                  (1)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's Equity Interests
         (including, without limitation, any payment in connection with any
         merger or consolidation involving the Company) or to the direct or
         indirect holders of the Company's Equity Interests in their capacity as
         such (other than dividends or distributions payable in Equity Interests
         (other than Disqualified Stock) of the Company);

                  (2)      purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any direct or indirect parent of the Company;

                  (3)      make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value, any
         Indebtedness that is subordinated to the Notes or the Subsidiary
         Guarantees (excluding any intercompany Indebtedness between the Company
         and any of its Restricted Subsidiaries), except a payment of interest
         or principal at the Stated Maturity thereof; or

                  (4)      make any Restricted Investment (all such payments and
         other actions set forth in clauses (1) through (4) being collectively
         referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

                  (A)      no Default or Event of Default has occurred and is
         continuing or would occur as a consequence of such Restricted Payment;

                  (B)      the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such Restricted
         Payment had been made at the beginning of the applicable four-quarter
         period, have been permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Leverage Ratio test set forth in Section
         4.09(a); and

                  (C)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the Issue Date (excluding Restricted
         Payments permitted by clauses (2), (3), (4), (8), (9) and (10)(y) of
         Section 4.10(b)), is less than the sum, without duplication, of:

                           (i)      50% of the Consolidated Net Income of the
                  Company for the period (taken as one accounting period) from
                  the beginning of the first fiscal quarter commencing after the
                  Issue Date to the end of the Company's most recently ended
                  fiscal quarter for which internal financial statements are
                  available at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of such deficit); plus

<PAGE>
                                      -62-

                           (ii)     100% of the aggregate net cash proceeds and
                  the Fair Market Value of Marketable Securities and other
                  assets used or useful in a Permitted Business or the Capital
                  Stock of a Person engaged in a Permitted Business received by
                  the Company since the Issue Date as a contribution to its
                  common equity capital or from or in respect of the issue or
                  sale of Equity Interests of the Company (other than
                  Disqualified Stock) or the issue or sale of Equity Interests
                  of Holdings (to the extent the proceeds thereof are
                  contributed to the Company by Holdings) or from the issue or
                  sale of convertible or exchangeable Disqualified Stock or
                  convertible or exchangeable debt securities of the Company
                  that have been converted into or exchanged for such Equity
                  Interests (including such cash proceeds received in connection
                  with any such conversion or exchange) (other than Equity
                  Interests (or Disqualified Stock or debt securities) sold to a
                  Subsidiary of the Company); plus

                           (iii)    the net reduction in any Restricted
                  Investment that was made after the Issue Date resulting from
                  cash payments of interest on Indebtedness, dividends,
                  repayments of loans or advances, in each case to the Company
                  or any of its Restricted Subsidiaries; plus

                           (iv)     to the extent that any Unrestricted
                  Subsidiary of the Company is redesignated as a Restricted
                  Subsidiary of the Company after the Issue Date, the lesser of
                  (i) the Fair Market Value of the Company's Investment in such
                  Subsidiary as of the date of such redesignation or (ii) such
                  Fair Market Value as of the date on which such Subsidiary was
                  originally designated as an Unrestricted Subsidiary; plus

                           (v)      the net cash proceeds received by the
                  Company or any of its Restricted Subsidiaries from the sale of
                  Restricted Investments that were made after the Issue Date,
                  provided that the sum of all amounts added pursuant to this
                  clause (e) shall not exceed the aggregate initial amount of
                  all such Restricted Investments that have been made since the
                  Issue Date; plus

                           (vi)     the amount by which Indebtedness of the
                  Company or any of its Restricted Subsidiaries is reduced on
                  the Company's consolidated balance sheet upon the conversion
                  or exchange after the Issue Date of any such Indebtedness
                  incurred after the Issue Date into or for Capital Stock (other
                  than Disqualified Stock); plus

                           (vii)    the initial amount of any Restricted
                  Investment that was made after the Issue Date in a Person that
                  becomes a Restricted Subsidiary.

<PAGE>
                                      -63-

                  (b)      So long as no Default has occurred and is continuing
or would be caused thereby (except as to clauses (1), (2), (4), (10), (11) and
(12) of this Section 4.10(b), where such restriction does not apply), the
provisions of Section 4.10(a) shall not prohibit:

                  (1)      the payment of any dividend or the consummation of
         any irrevocable redemption of Notes within 60 days after the date of
         declaration of the dividend or giving of any such redemption notice, as
         the case may be, if at the date of declaration or notice the dividend
         or redemption payment would have complied with the provisions of this
         Indenture;

                  (2)      the redemption, repurchase, retirement, defeasance or
         other acquisition of any Subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company in exchange
         for, or out of the net cash proceeds of the substantially concurrent
         sale (other than to a Restricted Subsidiary of the Company) of, or
         capital contribution relating to, Equity Interests of the Company
         (other than Disqualified Stock) or the issue or sale of Equity
         Interests of Holdings (to the extent the proceeds thereof are
         contributed to the Company by Holdings); provided that the amount of
         any such net cash proceeds that are utilized for any such redemption,
         repurchase, retirement, defeasance or other acquisition shall be
         excluded from clause (C)(ii) of Section 4.10(a);

                  (3)      the defeasance, redemption, repurchase or other
         acquisition of Subordinated Indebtedness of the Company or any
         Guarantor with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness;

                  (4)      (x) the repurchase of Equity Interests of the Company
         or Holdings deemed to occur upon the cashless exercise of stock
         options, warrants, convertible or exchangeable securities or other
         similar Equity Interests if such Equity Interests represent a portion
         of the exercise or exchange price of such options, warrants,
         convertible or exchangeable securities or other similar Equity
         Interests; and (y) payments to fund the purchase by the Company or
         Holdings of fractional shares arising out of stock dividends, splits or
         combinations or business combinations;

                  (5)      the repurchase of any Subordinated Indebtedness or
         Disqualified Stock of the Company or any securities of Holdings
         (including, with respect to the repurchase of securities of Holdings,
         by means of a dividend or distribution of cash by the Company to
         Holdings) at a purchase price not greater than 101% of the principal
         amount of such Subordinated Indebtedness or Disqualified Stock of the
         Company or such securities of Holdings in the event of a Change of
         Control pursuant to a provision similar to Section 4.08; provided that
         prior to consummating any such repurchase, the Company has made the
         Change of Control Offer required by this Indenture and has repurchased
         all Notes validly tendered for payment in connection with such Change
         of Control Offer;

<PAGE>
                                      -64-

                  (6)      the repurchase of any Subordinated Indebtedness or
         Disqualified Stock of the Company or any securities of Holdings
         (including, with respect to the repurchase of securities of Holdings,
         by means of a dividend or distribution of cash by the Company to
         Holdings) at a purchase price not greater than 100% of the principal
         amount of such Subordinated Indebtedness or Disqualified Stock of the
         Company or such securities of Holdings in the event of an Asset Sale
         pursuant to a provision similar to Section 4.12; provided that prior to
         consummating any such repurchase, the Company has made the Asset Sale
         Offer required by Section 4.12(c) and has repurchased all Notes validly
         tendered for payment in connection with such Asset Sale Offer;

                  (7)      payments to fund the repurchase, redemption or other
         acquisition or retirement for value of any Equity Interests of Holdings
         or the Company held by any current or former director, officer,
         employee or consultant of Holdings, the Company or any Restricted
         Subsidiary of the Company (A) upon the death, disability or termination
         of employment of such director, officer, employee or consultant or to
         the extent required pursuant to employee benefit plans, employment
         agreements or consulting agreements or (B) pursuant to any equity
         subscription agreement, stock option agreement, stockholders' agreement
         or similar agreement; provided that the aggregate price paid for all
         such repurchased, redeemed, acquired or retired Equity Interests may
         not in any fiscal year exceed the lesser of (i) the sum of (x)
         $2,000,000 and (y) the aggregate amount of Restricted Payments
         permitted (but not made) pursuant to this clause (7) in prior fiscal
         years following the Issue Date and (ii) $5,000,000; provided, further,
         that such amount in any fiscal year may be increased by an amount not
         to exceed (x) the cash proceeds from the issue or sale of Equity
         Interests of the Company (or from the issue or sale of Equity Interests
         of Holdings to the extent the proceeds thereof are contributed to the
         Company by Holdings) to any such directors, officers, employees or
         consultants that occurs after the Issue Date (to the extent that the
         cash proceeds from the sale of such Equity Interests have not otherwise
         been applied to the payment of Restricted Payments by virtue of clause
         (a)(C)(ii) of this Section 4.10) plus (y) the cash proceeds of key man
         life insurance policies received by the Company and its Restricted
         Subsidiaries after the Issue Date;

                  (8)      the declaration and payment of dividends to holders
         of any class or series of Disqualified Stock of the Company issued on
         or after the Issue Date in accordance with Section 4.09(a);

                  (9)      payments to fund any payments that are made to
         consummate the Acquisition Transactions pursuant to or contemplated by
         the Acquisition Transactions Agreements (including, without limitation,
         payments made in connection with the exercise of appraisal rights under
         Section 262 of the Delaware General Corporation Law);

                  (10)     the making of distributions, loans or advances in an
         amount not to exceed (x) $1,000,000 in any fiscal year to pay the
         ordinary operating costs of Holdings (includ-

<PAGE>
                                      -65-

         ing, without limitation, directors' fees, indemnification obligations,
         professional fees and expenses) plus (y) any other amounts of corporate
         overhead expenses payable by Holdings which were deducted in
         calculating Consolidated Net Income of the Company in accordance with
         this Indenture;

                  (11)     the payment by the Company of cash dividends to
         Holdings in the amounts and at the times of any payment by Holdings in
         respect of taxes, provided that (x) the amount of cash dividends paid
         pursuant to this clause (11) to enable Holdings to pay federal, state,
         local and foreign income taxes at any time shall not exceed the lesser
         of (A) the amount of such federal, state and foreign income taxes owing
         by Holdings at such time for the respective period and (B) the amount
         of such federal, state, local and foreign income taxes that would be
         owing by the Company and its Subsidiaries on a consolidated basis for
         such period if determined without regard to Holdings' ownership of the
         Company and (y) any refunds shall promptly be returned by Holdings to
         the Company; and

                  (12)     additional Restricted Payments not to exceed
         $15,000,000 in the aggregate.

                  (c)      The amount of all Restricted Payments (other than
cash) shall be the Fair Market Value on the date of the Restricted Payment of
the asset(s) or securities proposed to be transferred or issued by the Company
or such Restricted Subsidiary, as the case may be, pursuant to the Restricted
Payment. The Fair Market Value of any assets or securities that are required to
be valued by this Section 4.10 shall be determined by the Board of Directors of
the Company, whose resolution with respect thereto shall be delivered to the
Trustee.

SECTION 4.11. Limitation on Liens.

                  The Company shall not, and shall not permit any Restricted
Subsidiary to, directly or indirectly, incur or suffer to exist, any Lien (other
than Permitted Liens or Liens securing Senior Debt or Guarantor Senior Debt)
upon any of its property (including Capital Stock of a Restricted Subsidiary),
whether owned at the Issue Date or thereafter acquired, or any interest therein
or any income or profits therefrom, unless:

                  (a)      if such Lien secures senior subordinated
         Indebtedness, the Notes or the applicable Subsidiary Guarantee are
         secured on an equal and ratable basis with such Indebtedness; and

                  (b)      if such Lien secures Subordinated Indebtedness, such
         Lien shall be subordinated to a Lien securing the Notes or the
         applicable Subsidiary Guarantee in the same property as that securing
         such Lien to the same extent as such subordinated obligations are
         subordinated to the Notes and the Subsidiary Guarantees,

<PAGE>
                                      -66-

in each case until such time as the applicable Indebtedness is no longer secured
by such Lien.

SECTION 4.12. Limitation on Asset Sales.

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

                  (1)      the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration (including by way of relief from,
         or by any other Person assuming responsibility for, any liabilities,
         contingent or otherwise) at the time of the Asset Sale at least equal
         to the Fair Market Value of the assets or Equity Interests issued or
         sold or otherwise disposed of;

                  (2)      the Fair Market Value is determined by the Company
         and evidenced by an Officers' Certificate delivered to the Trustee;
         provided, however, that with respect to any Asset Sale or series of
         related Asset Sales involving aggregate consideration in excess of
         $15,000,000, such determination shall be made by the Company's Board of
         Directors and evidenced by a resolution of the Board of Directors; and

                  (3)      at least 75% (50% in the case of Specified Assets) of
         the consideration received in the Asset Sale by the Company or such
         Restricted Subsidiary is in the form of cash or Cash Equivalents. For
         purposes of this provision, each of the following shall be deemed to be
         cash:

                           (A)      any liabilities, as shown on the Company's
                  most recent consolidated balance sheet or in the Notes
                  thereto, of the Company or any Restricted Subsidiary (other
                  than contingent liabilities and liabilities that are by their
                  terms subordinated to the Notes or any Subsidiary Guarantee)
                  that are assumed by the transferee of any such assets pursuant
                  to an agreement that releases the Company or such Restricted
                  Subsidiary from further liability;

                           (B)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary into cash within 90 days of their
                  receipt, to the extent of the cash received in that
                  conversion;

                           (C)      any Capital Stock or assets of the kind
                  referred to in Section 4.12(b)(3) or (4); and

                           (D)      accounts receivable of a business, retained
                  by the Company or one of its Restricted Subsidiaries following
                  the sale of such business; provided that such accounts
                  receivable (x) are not past due more than 60 days and (y) do
                  not

<PAGE>
                                      -67-

                  have a payment date greater than 90 days from the date of the
                  invoice creating such accounts receivable.

                  (b)      Within 360 days after the receipt of Net Proceeds
from an Asset Sale, the Company or any Restricted Subsidiary may apply those Net
Proceeds at its option:

                  (1)      to repay outstanding Senior Debt of the Company or
         any Restricted Subsidiary of the Company (including Indebtedness or
         other obligations under any Credit Facility), and thereafter, repay any
         other outstanding Indebtedness of the Company or any Restricted
         Subsidiary of the Company, and, in each case, if the Indebtedness
         repaid is revolving credit Indebtedness, to correspondingly reduce
         commitments with respect thereto;

                  (2)      to make one or more capital expenditures to be used
         in a Permitted Business;

                  (3)      to acquire all or substantially all of the assets of,
         or a majority of the Capital Stock of, another Permitted Business; and

                  (4)      to acquire other assets that are used or useful in a
         Permitted Business.

Pending the final application of any Net Proceeds, the Company or any Restricted
Subsidiary of the Company may temporarily reduce revolving credit borrowings or
otherwise invest the Net Proceeds in any manner that is not prohibited by this
Indenture.

                  (c)      Any Net Proceeds from Asset Sales that are not
applied or invested as provided in Section 4.12(b) above shall constitute
"Excess Proceeds." When the aggregate amount of Excess Proceeds exceeds
$10,000,000, the Company shall make an offer (an "Asset Sale Offer") to all
Holders of Notes and all holders of other Indebtedness that is pari passu with
the Notes containing provisions similar to those set forth in this Indenture
with respect to offers to purchase or redeem with the proceeds of sales of
assets to purchase the maximum principal amount of notes and such other pari
passu Indebtedness that may be purchased out of the Excess Proceeds. The offer
price in any Asset Sale Offer shall be equal to 100% of principal amount plus
accrued and unpaid interest and Additional Interest, if any, to the date of
purchase, and shall be payable in cash. If any Excess Proceeds remain after
consummation of an Asset Sale Offer, the Company may use those Excess Proceeds
for any purpose not otherwise prohibited by this Indenture. If the aggregate
principal amount of Notes and other pari passu Indebtedness tendered into such
Asset Sale Offer exceeds the amount of Excess Proceeds, the Trustee shall select
the Notes and such other pari passu Indebtedness to be purchased on a pro rata
basis in proportion to the respective principal amounts (or accreted values, as
applicable) of the Notes and such pari passu Indebtedness then outstanding. Upon
completion of each Asset Sale Offer, the amount of Excess Proceeds shall be
reset to zero.

<PAGE>
                                      -68-

                  (d)      Within 15 Business Days after the Company is
obligated to make an Asset Sale Offer as described in Section 4.12(c), the
Company shall send a written notice, by first-class mail, to the Holders of
Notes with a copy to the Trustee, accompanied by such information regarding the
Company and the Guarantors as the Company in good faith believes shall enable
such Holders to make an informed decision with respect to such Asset Sale Offer.
Such notice shall state, among other things, the purchase price and the purchase
date (the "Purchase Date"), which shall be, subject to any contrary requirements
of applicable law, a Business Day no earlier than 20 Business Days nor later
than 60 Business Days from the date such notice is mailed.

                  (e)      Not later than the date upon which written notice of
an Asset Sale Offer is delivered to the Holders of the Notes as provided in
Section 4.12(d), the Company shall deliver to the Trustee an Officers'
Certificate as to (1) the amount of the Asset Sale Offer (the "Offer Amount"),
(2) the allocation of the Net Proceeds from the Asset Sale pursuant to which
such Asset Sale Offer is being made and (3) the compliance of such allocation
with the provisions of this Section 4.12. On or before the Purchase Date, the
Company shall also irrevocably deposit with the Trustee or with the Paying Agent
(or, if the Company or a wholly owned Subsidiary is the Paying Agent, shall
segregate and hold in trust) in Cash Equivalents (other than in those enumerated
in clause (2) of the definition of "Cash Equivalents"), maturing on the last day
prior to the Purchase Date or on the Purchase Date if funds are immediately
available by the opening of business, an amount equal to the Offer Amount to be
held for payment in accordance with the provisions of this Section 4.12. Upon
the expiration of the period for which the Asset Sale Offer remains open (the
"Offer Period"), the Company shall deliver to the Trustee for cancellation the
Notes or portions thereof that have been properly tendered to and are to be
accepted by the Company. The Trustee or the Paying Agent shall, on the Purchase
Date, mail or deliver payment to each tendering Holder in the amount of the
purchase price. In the event that the aggregate purchase price of the Notes
delivered by the Company to the Trustee is less than the Offer Amount, the
Trustee or the Paying Agent shall deliver the excess to the Company immediately
after the expiration of the Offer Period.

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

<PAGE>
                                      -69-

                  (g)      At the time the Company or its agent delivers Notes
to the Trustee that are to be accepted for purchase, the Company shall also
deliver an Officers' Certificate stating that such Notes are to be accepted by
the Company pursuant to and in accordance with the terms of this Section 4.12. A
Note shall be deemed to have been accepted for purchase at the time the Trustee
or the Paying Agent mails or delivers payment therefor to the surrendering
Holder.

                  (h)      The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent those laws and regulations are applicable in connection
with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent
that the provisions of any securities laws or regulations conflict with this
Section 4.12, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
Section 4.12 by virtue of such conflict.

SECTION 4.13. Limitation on Dividends and Other Payments Affecting Restricted
Subsidiaries.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, directly or indirectly, create or permit to
exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:

                  (1)      pay dividends or make any other distributions on its
         Capital Stock to the Company or any of its Restricted Subsidiaries, or
         with respect to any other interest or participation in, or measured by,
         its profits, or pay any indebtedness owed to the Company or any of its
         Restricted Subsidiaries, provided that the priority of any preferred
         stock in receiving dividends or liquidating distributions prior to
         dividends or liquidating distributions being paid on common stock shall
         not be deemed to be a restriction on the ability to make distributions
         on Capital Stock;

                  (2)      make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (3)      transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries.

                  (b)      However, the restrictions set forth in Section
4.13(a) shall not apply to encumbrances or restrictions existing under or by
reason of:

                  (1)      agreements or instruments (including agreements or
         instruments governing Existing Indebtedness and Credit Facilities) as
         in effect on the Issue Date and any amendments, modifications,
         restatements, renewals, increases, supplements, refundings,
         replacements or refinancings thereof, provided that the amendments,
         modifications, restatements, renewals, increases, supplements,
         refundings, replacements or refinancings

<PAGE>
                                      -70-

         are no more restrictive, taken as a whole, with respect to such
         dividend and other payment restrictions than those contained in such
         agreements or instruments as in effect on the Issue Date;

                  (2)      Credit Facilities, provided that the encumbrances or
         restrictions contained therein are no more restrictive, taken as a
         whole, with respect to such dividend and other payment restrictions
         than those contained in the Credit Agreement as in effect on the Issue
         Date;

                  (3)      this Indenture, the Notes and the Subsidiary
         Guarantees;

                  (4)      applicable law, rule, regulation or order;

                  (5)      Hedging Obligations entered into from time to time;

                  (6)      any instrument of a Person acquired or assumed by the
         Company or any of its Restricted Subsidiaries as in effect at the time
         of such acquisition or assumption (except to the extent such instrument
         was created, executed, incurred or assumed, as the case may be, in
         connection with or in contemplation of such acquisition) and any
         amendments, modifications, restatements, renewals, increases,
         supplements, refundings, replacements or refinancings of any such
         instrument, provided that the amendments, modifications, restatements,
         renewals, increases, supplements, refundings, replacements or
         refinancings are no more restrictive, taken as a whole, with respect to
         such dividend and other payment restrictions than those contained in
         such instrument at the time of such acquisition or assumption, which
         encumbrance or restriction is not applicable to any Person, or the
         properties or assets of any Person, other than the Person, or the
         property or assets of the Person, so acquired, provided, further, that,
         in the case of Indebtedness, such Indebtedness was permitted by the
         terms of this Indenture to be incurred;

                  (7)      customary non-assignment provisions in leases,
         licenses or other contracts and agreements entered into in the ordinary
         course of business;

                  (8)      purchase money obligations or Capital Lease
         Obligations for property acquired in the ordinary course of business
         that impose restrictions on that property of the nature described in
         Section 4.13(a)(3);

                  (9)      any agreement for the sale or other disposition of
         the assets or Capital Stock of a Restricted Subsidiary that restricts
         distributions by that Restricted Subsidiary pending its sale or other
         disposition;

                  (10)     Permitted Refinancing Indebtedness, provided that the
         restrictions contained in the agreements governing such Permitted
         Refinancing Indebtedness are no more

<PAGE>
                                      -71-

         restrictive, taken as a whole, with respect to such dividend and other
         payment restrictions, than those contained in the agreements governing
         the Indebtedness being refinanced;

                  (11)     Liens securing Indebtedness otherwise permitted to be
         incurred under Section 4.11 that limit the right of the debtor to
         dispose of the assets subject to such Liens;

                  (12)     provisions with respect to the disposition or
         distribution of assets or property in joint venture agreements, asset
         sale agreements, sale leaseback agreements, stock sale agreements and
         other similar agreements entered into in the ordinary course of
         business;

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

                  (14)     Indebtedness or other contractual requirements of a
         Receivables Subsidiary governing a Qualified Receivables Transaction,
         provided that such restrictions apply only to such Receivables
         Subsidiary;

                  (15)     any Permitted Investment;

                  (16)     any mortgage financing or mortgage refinancing that
         imposes restrictions on the real property securing such Indebtedness;
         and

                  (17)     any agreement governing Indebtedness permitted to be
         incurred pursuant to Section 4.09; provided that (A) the provisions
         relating to such Indebtedness, taken as a whole, are not materially
         more restrictive as determined by the Board of Directors of the Company
         than the provisions contained in the Credit Agreement or in this
         Indenture as in effect on the Issue Date and (B) such encumbrance or
         restriction is not expected to make the Company unable to make
         principal or interest payments on the Notes, as determined in good
         faith by the Board of Directors of the Company.

SECTION 4.14. Limitation on Transactions with Affiliates.

                  (a)      The Company shall not, and shall not permit any of
its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or
otherwise dispose of any of its properties or assets to, or purchase any
property or assets from, or enter into or make or amend any transaction,
contract, agreement, understanding, loan, advance or guarantee with, or for the
benefit of, any Affiliate (each, an "Affiliate Transaction"), unless:

                  (1)      the Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable transaction by
         the Company or such Restricted Subsidiary with an unrelated Person and
         if in the good faith judgment of the Board of Directors of the Company
         no

<PAGE>
                                      -72-

         comparable transaction is available with which to compare such
         Affiliate Transaction, and such Affiliate Transaction is otherwise fair
         to the Company or the relevant Restricted Subsidiary from a financial
         point of view; and

                  (2)      the Company delivers to the Trustee:

                           (A)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $5,000,000, a resolution of the
                  Board of Directors of the Company set forth in an Officers'
                  Certificate certifying that such Affiliate Transaction
                  complies with this Section 4.14 and that such Affiliate
                  Transaction has been approved by a majority of the
                  disinterested members of the Board of Directors of the
                  Company; and

                           (B)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $15,000,000 or with respect to any
                  Affiliate Transaction or series of related Affiliate
                  Transactions involving aggregate consideration in excess of
                  $5,000,000 as to which there are no disinterested members of
                  the Board of Directors of the Company or as to which the
                  Company or such Restricted Subsidiary otherwise chooses, an
                  opinion as to the fairness to the Company of such Affiliate
                  Transaction from a financial point of view issued by an
                  accounting, appraisal or investment banking firm of national
                  standing.

                  (b)      The following items shall not be deemed to be
Affiliate Transactions and, therefore, shall not be subject to the provisions of
Section 4.14(a):

                  (1)      any employment agreement or employee benefit plan
         (including any incentive plan) or similar arrangement entered into by
         the Company or any of its Restricted Subsidiaries in the ordinary
         course of business with officers, directors or employees of Holdings,
         the Company or any such Restricted Subsidiary, including any issuance
         of securities (including stock options or similar rights), or other
         payments, awards or grants in cash, securities (including stock options
         or similar rights) or otherwise pursuant to, or the funding of,
         employment arrangements, stock options and stock ownership plans
         approved by the Board of Directors of Holdings or the Company, as the
         case may be, in the ordinary course of business;

                  (2)      transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (3)      transactions with a Person that is an Affiliate of
         the Company solely because the Company owns an Equity Interest in, or
         controls, such Person;

<PAGE>
                                      -73-

                  (4)      payment of reasonable compensation, fees (including
         director's fees and benefits), and indemnities and insurance provided
         for by Holdings' or the Company's charter, by-laws and written
         agreements, to employees, consultants, stockholders, officers and
         directors of Holdings, the Company or any of its Restricted
         Subsidiaries in the ordinary course of business;

                  (5)      issuances and sales of Equity Interests (other than
         Disqualified Stock) to, or receipt of capital contributions from,
         Affiliates of the Company;

                  (6)      Restricted Payments and Permitted Investments that
         are permitted by Section 4.10;

                  (7)      any transaction pursuant to any agreement in
         existence on the Issue Date, as such agreement is in effect on the
         Issue Date;

                  (8)      transactions (A) between the Company or any of its
         Restricted Subsidiaries and a Receivables Subsidiary and (B) between a
         Receivables Subsidiary and any Person in which such Receivables
         Subsidiary has an Investment that in the case of (A) or (B) above, in
         the good faith determination of the Board of Directors of the Company,
         are necessary or advisable to effect the Qualified Receivables
         Transaction;

                  (9)      payments, advances or loans to employees, officers
         and directors of Holdings, the Company, and its Restricted Subsidiaries
         that are approved by a majority of the Board of Directors of the
         Company or Holdings, as the case may be, in good faith in an aggregate
         amount not to exceed $3,000,000 in an aggregate principal amount at any
         time outstanding;

                  (10)     provision of administrative or management services by
         Holdings, the Company or its Subsidiaries or any of their directors,
         officers or employees to any of their respective Subsidiaries in the
         ordinary course of business;

                  (11)     pledges of Equity Interests of Unrestricted
         Subsidiaries for the benefit of lenders of Unrestricted Subsidiaries;

                  (12)     consummation of the Acquisition Transactions,
         including but not limited to execution and consummation of the
         Acquisition Transactions Agreements and the payment of all fees,
         expenses, consideration and other amounts paid or to be paid in
         connection therewith;

                  (13)     payments by the Company or any of its Restricted
         Subsidiaries to Fox Paine and its Affiliates for any financial
         advisory, financing, underwriting or other placement services or in
         respect of other investment banking activities, including, without
         limitation, in connection with acquisitions or divestitures, which
         payments are approved

<PAGE>
                                      -74-

         by a majority of the members of the Board of Directors of the Company,
         and payments pursuant to the Management Fee Letter and any amendment or
         supplement thereto that is no less favorable to the Company than such
         management agreement as in effect on the Issue Date; and

                  (14)     the existence of, or the performance by Holdings, the
         Company or any of its Restricted Subsidiaries of its obligations under
         the terms of any stockholders' agreement (including any registration
         rights agreement or purchase agreement related thereto) to which it is
         a party as of the Issue Date and any similar agreements which it may
         enter into thereafter, provided, however, that the existence of, or the
         performance by Holdings, the Company or any of its Restricted
         Subsidiaries of obligations under any future amendment to any such
         existing agreement or under any similar agreement entered into after
         the Issue Date shall only be permitted by this clause (14) to the
         extent that the terms of the amendment or new agreement are not
         otherwise disadvantageous to the Holders of notes in any material
         respect.

SECTION 4.15. Designation of Restricted and Unrestricted Subsidiaries.

                  The Board of Directors of the Company may designate any
Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would
not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted
Subsidiary, the aggregate Fair Market Value of all outstanding Investments owned
by the Company and its Restricted Subsidiaries in the Subsidiary properly
designated shall be deemed to be an Investment made as of the time of the
designation and shall reduce the amount available for Restricted Payments under
Section 4.10(a) or under one or more clauses of the definition of "Permitted
Investments," as determined by the Company. That designation shall only be
permitted if the Investment would be permitted at that time and if the
Restricted Subsidiary otherwise meets the definition of an Unrestricted
Subsidiary. The Board of Directors of the Company may redesignate any
Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would
not cause a Default.

SECTION 4.16. Payments for Consent.

                  The Company shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly, pay or cause to be paid any
consideration to or for the benefit of any Holder of Notes for or as an
inducement to any consent, waiver or amendment of any of the terms or provisions
of this Indenture or the Notes unless such consideration is offered to be paid
and is paid to all Holders of the Notes that consent, waive or agree to amend in
the time frame set forth in the solicitation documents relating to such consent,
waiver or agreement.

<PAGE>
                                      -75-

SECTION 4.17. Reports.

                  Whether or not required by the Commission, so long as any
notes are outstanding, Holdings shall furnish to the Holders of Notes, within
the time periods specified in the Commission's rules and regulations:

                  (1)      all quarterly and annual financial information that
         would be required to be contained in a filing with the Commission on
         Forms 10-Q and 10-K if Holdings were required to file such Forms,
         including a "Management's Discussion and Analysis of Financial
         Condition and Results of Operations" and, with respect to the annual
         information only, a report on the annual financial statements by
         Holdings' certified independent accountants; and

                  (2)      all current reports that would be required to be
         filed with the Commission on Form 8-K if Holdings were required to file
         such reports.

                  In addition, following the consummation of the exchange offer
contemplated by the Registration Rights Agreement, whether or not required by
the Commission, Holdings shall file a copy of all of the information and reports
referred to in clauses (1) and (2) above with the Commission for public
availability within the time periods specified in the Commission's rules and
regulations (unless the Commission shall not accept such a filing) and make such
information available to prospective investors upon request. In addition, the
Company, Holdings and the Subsidiary Guarantors have agreed that, for so long as
the Notes are not freely transferable under the Securities Act, they shall
furnish to the Holders and to prospective investors, upon their request, the
information required to be delivered pursuant to Rule 144A(d)(4) under the
Securities Act.

SECTION 4.18. Creation of Subsidiaries; Additional Subsidiary Guarantees.

                  If the Company or any of its Restricted Subsidiaries acquires
or creates another Domestic Subsidiary (other than a Receivables Subsidiary)
after the Issue Date, excluding all Subsidiaries that have properly been
designated as Unrestricted Subsidiaries in accordance with this Indenture for so
long as they continue to constitute Unrestricted Subsidiaries, and that newly
acquired or created Domestic Subsidiary guarantees Indebtedness under the Credit
Agreement, then that newly acquired or created Domestic Subsidiary shall become
a Subsidiary Guarantor and execute a supplemental indenture and deliver an
Opinion of Counsel satisfactory to the Trustee within 10 Business Days of the
date on which it was acquired or created.

SECTION 4.19. Prohibition on Incurrence of Senior Subordinated Debt.

                  The Company shall not, and shall not permit any Restricted
Subsidiary of the Company that is a Subsidiary Guarantor to, incur or suffer to
exist Indebtedness that is senior in right of payment to the Notes or such
Subsidiary Guarantor's Subsidiary Guarantee, as the case

<PAGE>
                                      -76-

may be, and subordinate in right of payment to any other Indebtedness of the
Company or such Subsidiary Guarantor, as the case may be.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation and Sale of Assets.

                  (a)      The Company may not, directly or indirectly: (1)
consolidate or merge with or into another Person (whether or not the Company is
the surviving corporation); or (2) sell, assign, transfer, convey or otherwise
dispose of all or substantially all of the properties or assets of the Company
and its Restricted Subsidiaries taken as a whole, in one or more related
transactions, to another Person; unless:

                  (1)      either: (A) the Company is the surviving corporation;
         or (B) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or to which such sale, assignment,
         transfer, conveyance or other disposition has been made is a
         corporation organized or existing under the laws of the United States,
         any state of the United States or the District of Columbia;

                  (2)      the Person formed by or surviving any such
         consolidation or merger (if other than the Company) or the Person to
         which such sale, assignment, transfer, conveyance or other disposition
         has been made assumes all the obligations of the Company under the
         Notes, this Indenture and the Registration Rights Agreement pursuant to
         agreements reasonably satisfactory to the Trustee;

                  (3)      immediately after such transaction, no Default or
         Event of Default exists;

                  (4)      the Company or the Person formed by or surviving any
         such consolidation or merger (if other than the Company), or to which
         such sale, assignment, transfer, conveyance or other disposition has
         been made shall, on the date of such transaction after giving pro forma
         effect thereto and any related financing transactions as if the same
         had occurred at the beginning of the applicable four-quarter period, be
         permitted to incur at least $1.00 of additional Indebtedness pursuant
         to the Leverage Ratio test set forth in Section 4.09(a); and

                  (5)      the Company or the Person formed by or surviving any
         such consolidation or merger (if other than the Company) shall deliver,
         or cause to be delivered, to the Trustee, in form and substance
         reasonably satisfactory to the Trustee, an Officers' Certificate and an
         Opinion of Counsel, each stating that such transaction and the
         supplemental indenture, if any, in respect thereof comply with this
         Section 5.01 and that all conditions precedent herein provided for
         relating to such transaction have been satisfied.

<PAGE>
                                      -77-

                  In addition, the Company may not, directly or indirectly,
lease all or substantially all of its properties or assets, in one or more
related transactions, to any other Person. This Section 5.01 shall not apply to
the merger or consolidation of any Restricted Subsidiary of the Company with or
into the Company or any Guarantor or to a sale, assignment, transfer, conveyance
or other disposition of assets between or among the Company and any of the
Guarantors.

                  Notwithstanding the foregoing clauses (3) and (4), the Company
may merge with an Affiliate incorporated solely for the purpose of
reincorporating the Company in any state of the United States or the District of
Columbia.

                  (b)      A Subsidiary Guarantor may not sell or otherwise
dispose of all or substantially all of its assets to, or consolidate with or
merge with or into (whether or not such Guarantor is the surviving Person),
another Person, other than the Company or another Guarantor, unless:

                  (1)      except in the event such Subsidiary Guarantor is the
         surviving Person, immediately after giving effect to that transaction,
         no Default or Event of Default exists; and

                  (2)      either:

                           (A)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger assumes all the obligations
                  of such Subsidiary Guarantor under this Indenture, its
                  Subsidiary Guarantee and the Registration Rights Agreement
                  pursuant to a supplemental indenture satisfactory to the
                  Trustee; or

                           (B)      the Net Proceeds of such sale or other
                  disposition are applied in accordance with the applicable
                  provisions of this Indenture; and

                  (3)      the Subsidiary Guarantor or the Person formed by or
         surviving any such consolidation or merger (if other than the
         Subsidiary Guarantor) shall deliver, or cause to be delivered, to the
         Trustee, in form and substance reasonably satisfactory to the Trustee,
         an Officers' Certificate and an Opinion of Counsel, each stating that
         such transaction and the supplemental indenture, if any, in respect
         thereof comply with this Section 5.01 and that all conditions precedent
         herein provided for relating to such transaction have been satisfied.

SECTION 5.02. Successor Person Substituted.

                  Upon any consolidation or merger, or any transfer of all or
substantially all of the assets of either the Company or any Subsidiary
Guarantor in accordance with Section 5.01 above other than in the circumstances
described in clause (1) or (2) of Section 10.03, the successor cor-

<PAGE>
                                      -78-

poration formed by such consolidation or into which the Company is merged or to
which such transfer is made shall succeed to, and be substituted for, and may
exercise every right and power the Company or such Subsidiary Guarantor under
this Indenture with the same effect as if such successor corporation had been
named as the Company or such Subsidiary Guarantor herein, and thereafter the
predecessor corporation shall be relieved of all obligations and covenants under
this Indenture and the Notes and the applicable Guarantee, as the case may be.

                                  ARTICLE SIX

                              DEFAULTS AND REMEDIES

SECTION 6.01. Events of Default.

                  Each of the following is an "Event of Default":

                  (1)      default for 30 days in the payment when due of
         interest on, or Additional Interest with respect to, the Notes (whether
         or not prohibited by Article Eleven);

                  (2)      default in payment when due of the principal of, or
         premium, if any, on the Notes (whether or not prohibited by Article
         Eleven);

                  (3)      failure by the Company or any of its Restricted
         Subsidiaries for 30 days after notice from the Trustee or the Holders
         of at least 25% in principal amount of the then outstanding Notes to
         comply with the repurchase obligation under Section 4.08, the
         repurchase obligation under Section 4.12 or Section 5.01 (whether or
         not prohibited by Article Eleven);

                  (4)      failure by the Company or any of its Restricted
         Subsidiaries to comply with any of the other agreements in this
         Indenture for 60 days after written notice to the Company specifying
         such failure ("Notice of Default") from the Trustee or Holders of at
         least 25% in aggregate principal amount of the Notes then outstanding;

                  (5)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or guarantee now exists, or is created after the Issue
         Date, if that default:

                           (A)      is caused by a failure to pay principal at
                  final maturity on such Indebtedness prior to the expiration of
                  the grace period provided in such Indebtedness on the date of
                  such default (a "Payment Default"), or

<PAGE>
                                      -79-

                           (B)      results in the acceleration of such
                  Indebtedness prior to its express maturity,

         and, in each case, the principal amount of any such Indebtedness,
         together with the principal amount of any other such Indebtedness under
         which there has been a Payment Default or the maturity of which has
         been so accelerated, aggregates $10,000,000 or more;

                  (6)      failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments aggregating in excess of
         $10,000,000 to the extent such judgment is not covered by insurance or
         is in excess of insurance coverage, which judgments are not paid,
         discharged or stayed for a period of 60 days;

                  (7)      except as permitted by this Indenture, any Subsidiary
         Guarantee shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or any Subsidiary Guarantor, or any Person acting on behalf of any
         Subsidiary Guarantor, shall deny or disaffirm its obligations under its
         Guarantee;

                  (8)      the Company or any Significant Subsidiary (other than
         PII) pursuant to or within the meaning of any Bankruptcy Law:

                           (A)      commences a voluntary insolvency proceeding;

                           (B)      consents to the entry of an order for relief
                  against it in an involuntary insolvency proceeding or consents
                  to its dissolution or winding-up;

                           (C)      consents to the appointment of a Custodian
                  of it or for any substantial part of its Property; or

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

                           (E)      or takes any comparable action under any
                  foreign laws relating to insolvency; provided, however, that
                  the liquidation of any Restricted Subsidiary into another
                  Restricted Subsidiary, other than as part of a credit
                  reorganization, shall not constitute an Event of Default under
                  this Section 6.01(8); or

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

                           (A)      is for relief against any Significant
                  Subsidiary in an involuntary insolvency proceeding;

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

<PAGE>
                                      -80-

                           (C)      orders the winding up, liquidation or
                  dissolution of the Company or any Significant Subsidiary;

                           (D)      grants any similar relief under any foreign
                  laws;

         and in each such case the order or decree remains unstayed and in
         effect for 90 days.

SECTION 6.02. Acceleration of Maturity; Rescission.

                  (a)      In the case of an Event of Default arising under
Section 6.01(8) and Section 6.01(9), with respect to the Company or any of its
Significant Subsidiaries, all outstanding notes shall become due and payable
immediately without further action or notice. If any other Event of Default
occurs and is continuing, the Trustee or the Holders of at least 25% in
principal amount of the then outstanding Notes may declare all the Notes to be
due and payable immediately by notice in writing to the Company (and to the
Trustee if given by the Holders) (an "Acceleration Notice"); provided, however,
that if any Senior Debt is outstanding pursuant to a Credit Facility, upon a
declaration of such acceleration, such principal and interest shall be due and
payable upon the earlier of (x) the fifth Business Day after sending the Company
and the representative under such Credit Facility such Acceleration Notice,
unless such Event of Default is cured or waived prior to such date and (y) the
date of acceleration of any Senior Debt under such Credit Facility. The Holders
of a majority in principal amount of the Notes by notice to the Trustee may
rescind an acceleration and its consequences if the rescission would not
conflict with any judgment or decree and if all existing Events of Default have
been cured or waived except nonpayment of principal or interest that has become
due solely because of acceleration. No such rescission shall affect any
subsequent Default or impair any right consequent thereto.

                  (b)      In the event of a declaration of acceleration of the
Notes because an Event of Default described in Section 6.01(5) has occurred and
is continuing, the declaration of acceleration of the Notes shall be
automatically annulled if the Payment Default or other default triggering such
Event of Default pursuant to Section 6.01(5) shall be remedied or cured by the
Company or a Restricted Subsidiary of the Company or waived by the holders of
the relevant Indebtedness within 60 days after the declaration of acceleration
with respect thereto and if (1) the annulment of the acceleration of the Notes
would not conflict with any judgment or decree of a court of competent
jurisdiction and (2) all existing Events of Default, except nonpayment of
principal, premium or interest on the Notes that became due solely because of
the acceleration of the Notes, have been cured or waived.

                  (c)      Subject to Section 7.01, in case an Event of Default
shall occur and be continuing, the Trustee shall be under no obligation to
exercise any of its rights or powers under this Indenture at the request or
direction of any of the Holders of the Notes, unless such Holders shall have
offered to the Trustee reasonable indemnity. Subject to Section 7.07, Holders of
a majority in principal amount of the then outstanding Notes may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Notes notice of any con-

<PAGE>
                                      -81-

tinuing Default or Event of Default if it determines that withholding notice is
in their interest, except a Default or Event of Default relating to the payment
of principal or interest or Additional Interest.

SECTION 6.03. Other Remedies.

                  If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity to collect the
payment of principal of, or premium, if any, and interest on the Notes or to
enforce the performance of any provision of the Notes or this Indenture and may
take any necessary action requested of it as Trustee to settle, compromise,
adjust or otherwise conclude any proceedings to which it is a party.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. Any
such proceeding instituted by the Trustee may be brought in its own name and as
trustee of an express trust, and any recovery of judgment shall, after
provisions for the payment of the reasonable compensation, expenses,
disbursements of the Trustee and its counsel, be for the ratable benefit of the
Holders of the Notes in respect of which such judgment has been recovered. A
delay or omission by the Trustee or any Holder in exercising any right or remedy
accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative, to the
extent permitted by law. Any costs associated with actions taken by the Trustee
under this Section 6.03 shall be reimbursed to the Trustee by the Company.

SECTION 6.04. Waiver of Past Defaults and Events of Default.

                  Provided the Notes are not then due and payable by reason of a
declaration of acceleration, the Holders of a majority in principal amount of
Notes at the time outstanding by notice to the Trustee may on behalf of the
Holders of all the Notes waive any existing Default or Event of Default and its
consequences under this Indenture, except a continuing Default or Event of
Default (1) in the payment of interest or Additional Interest on, or the
principal of, the Notes or (2) in respect of a covenant or provision hereof
which under this Indenture cannot be modified or amended without the consent of
the Holder of each outstanding Note affected. In the case of any such waiver,
the Company, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights under this Indenture, respectively; provided that no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.

SECTION 6.05. Control by Majority.

                  The Holders of a majority in principal amount of the then
outstanding Notes shall have the right to direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee,
subject to certain exceptions.

<PAGE>
                                      -82-

SECTION 6.06. Limitation on Suits.

                  No Holder of Notes shall have any right to institute any
proceeding with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any remedy hereunder unless:

                  (1)      the Holder gives the Trustee written notice of a
         continuing Event of Default;

                  (2)      the Holders of at least 25% in aggregate principal
         amount of outstanding Notes make a written request to the Trustee to
         institute such proceeding or to pursue such remedy as trustee;

                  (3)      such Holder or Holders offer the Trustee indemnity
         satisfactory to the Trustee against any costs, liability or expense;

                  (4)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer of indemnity; and

                  (5)      during such 60-day period, the Holders of at least a
         majority in aggregate principal amount of the outstanding Notes do not
         give the Trustee a direction that is inconsistent with the request.

                  However, such limitations do not apply to a suit instituted by
a Holder of any Note for enforcement of payment of the principal of, and
premium, if any, or interest on, such Note on or after the respective due date
expressed in such Note. A Holder may not use this Indenture to prejudice the
rights of another Holder or to obtain a preference or priority over another
Holder.

SECTION 6.07. No Personal Liability of Directors, Officers, Employees and
Stockholders.

                  No past, present or future director, officer, employee,
incorporator, agent, member, stockholder or Affiliate of the Company or any
Guarantor, as such, shall have any liability for any obligations of the Company
or the Guarantors under the Notes, the Indenture, the Guarantees or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. Each Holder of Notes and Guarantees by accepting a Note and a
Guarantee waives and releases all such liabilities. The waiver and release are
part of the consideration for issuance of the Notes and the Guarantees. The
waiver may not be effective to waive liabilities under the federal securities
laws.
<PAGE>
                                      -83-

SECTION 6.08. Rights of Holders To Receive Payment.

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

SECTION 6.09. Collection Suit by Trustee.

                  If an Event of Default in payment of principal, premium or
interest specified in Section 6.01(1) or (2) occurs and is continuing, the
Trustee may recover judgment in its own name and as trustee of an express trust
against the Company or any Guarantor (or any other obligor on the Notes) for the
whole amount of unpaid principal and accrued interest remaining unpaid.

SECTION 6.10. Trustee May File Proofs of Claim.

                  The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the claims of the
Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07) and the Holders allowed in any
judicial proceedings relative to the Company or any Guarantor (or any other
obligor upon the Notes), its creditors or its Property and, unless prohibited by
law, shall be entitled and empowered to collect and receive any monies or other
Property payable or deliverable on any such claims and to distribute the same
after deduction of its charges and expenses to the extent that any such charges
and expenses are not paid out of the estate in any such proceedings and any
custodian in any such judicial proceeding is hereby authorized by each Holder to
make such payments to the Trustee, and in the event that the Trustee shall
consent to the making of such payments directly to the Holders, to pay to the
Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07.

                  Nothing herein contained shall be deemed to authorize the
Trustee to authorize or consent to or accept or adopt on behalf of any Holder
any plan or reorganization, arrangement, adjustment or composition affecting the
Notes or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Holder in any such proceedings. All rights of
action and claims under this Indenture or the Notes may be prosecuted and
enforced by the Trustee without the possession of any of the Notes thereof in
any proceeding relating thereto, and any such proceeding instituted by the
Trustee shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents
and counsel, be for the ratable benefit of the Holders in respect of which such
judgment has been recovered.

<PAGE>

                                      -84-

SECTION 6.11. Priorities.

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

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

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

                  THIRD: to the Company or, to the extent the Trustee collects
         any amount from any Guarantor, to such Guarantor.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.11.

SECTION 6.12. Undertaking for Costs.

                  In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action taken or
omitted by it as Trustee, a court in its discretion may require the filing by
any party litigant in the suit of an undertaking to pay the costs of the suit,
and the court in its discretion may assess reasonable costs, including
reasonable attorneys' fees and expenses, against any party litigant in the suit,
having due regard to the merits and good faith of the claims or defenses made by
the party litigant. This Section 6.12 does not apply to a suit by the Trustee, a
suit by a Holder pursuant to Section 6.08 or a suit by Holders of more than 10%
in principal amount of the Notes then outstanding.

                                 ARTICLE SEVEN

                                    TRUSTEE

SECTION 7.01. Duties of Trustee.

                  (a)      If an Event of Default occurs and is continuing, the
Trustee shall be required, in the exercise of its power, to use the degree of
care of a prudent man in the conduct of his own affairs.

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

<PAGE>

                                      -85-

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

                  (1)      The Trustee need perform only such duties as are
         specifically set forth in this Indenture and no others.

                  (2)      In the absence of bad faith or willful misconduct on
         its part, the Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Indenture but, in the case of any such
         certificates or opinions which by any provision hereof are specifically
         required to be furnished to the Trustee, the Trustee shall be under a
         duty to examine the same to determine whether or not they conform on
         their face to the requirements of this Indenture (but need not confirm
         or investigate the accuracy of mathematical calculations or other facts
         stated therein). Whenever in the administration of this Indenture the
         Trustee shall deem it desirable that a matter be proved or established
         prior to taking, suffering or omitting any action hereunder, the
         Trustee (unless other evidence be herein specifically prescribed) may,
         in the absence of bad faith on its part, conclusively rely upon an
         Officers' Certificate, subject to the requirement in the preceding
         sentence, if applicable.

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

                  (1)      This paragraph does not limit the effect of Section
         7.01(b).

                  (2)      The Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer or Responsible
         Officers of the Trustee, unless it is proved that the Trustee was
         negligent in ascertaining the pertinent facts.

                  (3)      The Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction of the Holders of a majority in aggregate principal amount of
         the Notes received by it pursuant to the terms hereof.

                  (4)      No provision of this Indenture shall require the
         Trustee to expend or risk its own funds or otherwise incur any
         financial liability in the performance of any of its rights, powers or
         duties if it shall have reasonable grounds for believing that repayment
         of such funds or adequate indemnity satisfactory to it against such
         risk or liability is not reasonably assured to it.

                  (d)      Whether or not therein expressly so provided,
Sections 7.01(a), (b), (c) and (e) shall govern every provision of this
Indenture that in any way relates to the Trustee.

                  (e)      The Trustee shall be under no obligation to exercise
any of its rights or powers vested in it by this Indenture at the request or
direction of any of the Holders pursuant to

<PAGE>

                                      -86-

this Indenture at the request of any Holder of Notes, unless such Holders shall
have offered to the Trustee security or indemnity satisfactory to it against any
loss, liability or expense.

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

SECTION 7.02. Rights of Trustee.

                  Subject to Section 7.01:

                  (1)      The Trustee may conclusively rely on any document
         (whether in its original or facsimile form) reasonably believed by it
         to be genuine and to have been signed or presented by the proper
         person. The Trustee need not investigate any fact or matter stated in
         the document.

                  (2)      Before the Trustee acts or refrains from acting, it
         may require an Officers' Certificate or an Opinion of Counsel, or both,
         which shall conform to the provisions of Section 12.05. The Trustee
         shall be protected and shall not be liable for any action it takes or
         omits to take in good faith in reliance on such certificate or opinion.

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

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

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

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

                  (7)      The Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice,

<PAGE>

                                      -87-

         request, direction, consent, order, bond, debenture, note, other
         evidence of indebtedness or other paper or document, but the Trustee,
         in its discretion, may make such further inquiry or investigation into
         such facts or matters as it may see fit, and, if the Trustee shall
         determine to make such further inquiry or investigation, it shall be
         entitled to examine the books records, and premises of the Company,
         personally or by agent or attorney at the sole cost of the Company and
         shall incur no liability or additional liability of any kind by reason
         of such inquiry or investigation.

                  (8)      The Trustee may request that the Company deliver an
         Officers' Certificate setting forth the names of individuals and/or
         titles of officers authorized at such time to take specified actions
         pursuant to this Indenture, which Officers' Certificate may be signed
         by any person authorized to sign an Officers' Certificate, including
         any person specified as so authorized in any such certificate
         previously delivered and not suspended.

SECTION 7.03. Individual Rights of Trustee.

                  The Trustee in its individual or any other capacity may become
the owner or pledgee of Notes and may make loans to, accept deposits from,
perform services for or otherwise deal with either of the Company or any
Guarantor, or any Affiliate thereof, with the same rights it would have if it
were not Trustee. Any Agent may do the same with like rights. The Trustee,
however, shall be subject to Sections 7.10 and 7.11.

SECTION 7.04. Trustee's Disclaimer.

                  The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture or the Notes or
any Guarantee, it shall not be accountable for the Company's or any Guarantor's
use of the proceeds from the sale of Notes or any money paid to the Company or
any Guarantor pursuant to the terms of this Indenture and it shall not be
responsible for any statement in the Notes, Guarantee or this Indenture other
than its certificate of authentication, except that the Trustee represents that
it is duly authorized to execute and deliver this Indenture, authenticate the
Notes and perform its obligations hereunder and that the statements made by it
in any Statement of Eligibility and Qualification on Form T-1 to be supplied to
the Company shall be true and accurate subject to the qualifications set forth
therein.

SECTION 7.05. Notice of Defaults.

                  If a Default occurs and is continuing and if it is known to
the Trustee, the Trustee shall give to each Holder a notice of the Default
within 90 days after it occurs in the manner and to the extent provided in the
TIA and otherwise as provided in this Indenture. Except in the case of a Default
in payment of the principal of or interest or Additional Interest on any Note
(including payments pursuant to a redemption or repurchase of the Notes pursuant
to the provisions of this Indenture), the Trustee may withhold the notice if and
so long as a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Holders.

<PAGE>

                                      -88-

SECTION 7.06. Reports by Trustee to Holders.

                  (a)      If required by TIA Section 313(a), within 60 days
after June 15 of any year, commencing 2004 the Trustee shall mail to each Holder
a brief report dated as of such date that complies with TIA Section 313(a) (but
if no event described in TIA Section 313(a) has occurred within the 12 months
preceding the reporting date, no report need be transmitted). The Trustee also
shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail
all reports as required by TIA Section 313(c) and TIA Section 313(d).

                  (b)      A copy of each report at the time of its mailing to
Holders shall be filed with the Commission and each stock exchange on which the
Notes are listed to the extent required by such entities. The Company shall
promptly notify the Trustee when the Notes are listed on any stock exchange or
delisted therefrom.

SECTION 7.07. Compensation and Indemnity.

                  The Company and the Guarantors shall pay to the Trustee and
Agents from time to time such compensation for their services hereunder (which
compensation shall not be limited by any provision of law in regard to the
compensation of a trustee of an express trust) as shall be agreed upon in
writing. The Company and the Guarantors shall reimburse the Trustee and Agents
upon request for all reasonable disbursements, expenses and advances incurred or
made by them in connection with the Trustee's duties under this Indenture,
including the reasonable compensation, disbursements and expenses of the
Trustee's agents and external counsel, except any expense disbursement or
advance as may be attributable to its willful misconduct, negligence or bad
faith.

                  The Company and the Guarantors, jointly and severally, shall
fully indemnify each of the Trustee and any predecessor Trustee for, and hold
each of them harmless against, any and all loss, damage, claim, liability or
expense, including without limitation taxes (other than taxes based on the
income of the Trustee or such Agent) and reasonable attorneys' fees and expenses
incurred by each of them in connection with the acceptance or performance of its
duties under this Indenture including the reasonable costs and expenses of
defending itself against any claim or liability in connection with the exercise
or performance of any of its powers or duties hereunder (including, without
limitation, settlement costs). The Trustee or Agent shall notify the Company and
the Guarantors in writing promptly of any claim of which a Responsible Officer
of the Trustee has actual knowledge asserted against the Trustee or Agent for
which it may seek indemnity; provided that the failure by the Trustee or Agent
to so notify the Company and the Guarantors shall not relieve the Company and
Guarantors of their obligations hereunder except to the extent the Company and
the Guarantors are actually prejudiced thereby. In the event that a conflict of
interest exists, the Trustee may have separate counsel, which counsel must be
reasonably acceptable to the Company and the Company shall pay the reasonable
fees and expenses of such counsel.

<PAGE>

                                      -89-

                  Notwithstanding the foregoing, the Company and the Guarantors
need not reimburse the Trustee for any expense or indemnify it against any loss
or liability to have been incurred by the Trustee through its own willful
misconduct, negligence or bad faith.

                  To secure the payment obligations of the Company and the
Guarantors in this Section 7.07, the Trustee shall have a lien prior to the
Notes on all money or Property held or collected by the Trustee and such money
or Property held in trust to pay principal of and interest on particular Notes.

                  The obligations of the Company and the Guarantors under this
Section 7.07 to compensate and indemnify the Trustee, Agents and each
predecessor Trustee and to pay or reimburse the Trustee, Agents and each
predecessor Trustee for expenses, disbursements and advances shall be joint and
several liabilities of the Company and each of the Guarantors and shall survive
the resignation or removal of the Trustee and the satisfaction, discharge or
other termination of this Indenture, including any termination or rejection
hereof under any Bankruptcy Law.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(8) or (9) occurs, the expenses and
the compensation for the services are intended to constitute expenses of
administration under any Bankruptcy Law.

                  For purposes of this Section 7.07, the term "Trustee" shall
include any trustee appointed pursuant to this Article Seven.

SECTION 7.08. Replacement of Trustee.

                  (a)      The Trustee shall comply with Section 313(b) of the
TIA, to the extent applicable.

                  (b)      The Trustee may resign by so notifying the Company
and the Guarantors in writing no later than 15 Business Days prior to the date
of the proposed resignation. The Holders of a majority in principal amount of
the outstanding Notes may remove the Trustee by notifying the Company and the
removed Trustee in writing and may appoint a successor Trustee with the
Company's written consent, which consent shall not be unreasonably withheld. The
Company may remove the Trustee at its election if:

                  (1)      the Trustee fails to comply with Section 7.10 or
         Section 310 of the TIA;

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

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

<PAGE>

                                      -90-

                  (4)      the Trustee otherwise becomes incapable of acting.

                  (c)      If the Trustee resigns or is removed or if a vacancy
exists in the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee.

                  (d)      If a successor Trustee does not take office within 60
days after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, the Guarantors or the Holders of a majority in principal amount of the
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

                  (e)      If the Trustee fails to comply with Section 7.10, any
Holder may petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor Trustee.

                  (f)      A successor Trustee shall deliver a written
acceptance of its appointment to the retiring Trustee and to the Company and the
Guarantors. Immediately following such delivery, the retiring Trustee shall,
subject to its rights under Section 7.07, transfer all Property held by it as
Trustee to the successor Trustee, the resignation or removal of the retiring
Trustee shall become effective, and the successor Trustee shall have all the
rights, powers and duties of the Trustee under this Indenture. A successor
Trustee shall mail notice of its succession to each Holder. Notwithstanding
replacement of the Trustee pursuant to this Section 7.08, the Company's
obligations under Section 7.07 shall continue for the benefit of the retiring
Trustee.

SECTION 7.09. Successor Trustee by Consolidation, Merger, etc.

                  If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust assets to, another
corporation, subject to Section 7.10, the successor corporation without any
further act shall be the successor Trustee; provided such entity shall be
otherwise qualified and eligible under this Article Seven.

SECTION 7.10. Eligibility; Disqualification.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1), (2) and (5) in every respect. The Trustee
(together with its corporate parent) shall have a combined capital and surplus
of at least $50,000,000 as set forth in the most recent applicable published
annual report of condition. The Trustee shall comply with TIA Section 310(b),
including the provision in Section 310(b)(1).

SECTION 7.11. Preferential Collection of Claims Against Company.

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

<PAGE>

                                      -91-

SECTION 7.12. Paying Agents.

                  The Company shall cause each Paying Agent other than the
Trustee to execute and deliver to it and the Trustee an instrument in which such
agent shall agree with the Trustee, subject to the provisions of this Section
7.12:

                  (1)      that it shall hold all sums held by it as agent for
         the payment of principal of, or premium, if any, or interest on, the
         Notes (whether such sums have been paid to it by the Company or by any
         obligor on the Notes) in trust for the benefit of Holders of the Notes
         or the Trustee;

                  (2)      that it shall at any time during the continuance of
         any Event of Default, upon written request from the Trustee, deliver to
         the Trustee all sums so held in trust by it together with a full
         accounting thereof; and

                  (3)      that it shall give the Trustee written notice within
         three (3) Business Days of any failure of the Company (or by any
         obligor on the Notes) in the payment of any installment of the
         principal of, premium, if any, or interest on, the Notes when the same
         shall be due and payable.

                                  ARTICLE EIGHT

                             MODIFICATION AND WAIVER

SECTION 8.01. Without Consent of Holders.

                  (a)      Without the consent of any Holder of Notes, the
Company, the Guarantors and the Trustee may amend or supplement this Indenture
or the Notes:

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

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

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

                  (4)      to comply with the rules of any applicable securities
         Depositary;

                  (5)      to comply with Section 5.01;

<PAGE>

                                      -92-

                  (6)      to add to the agreements and covenants of Holdings,
         the Company and its Restricted Subsidiaries for the benefit of the
         Holders or surrender any right or power conferred upon Holdings, the
         Company or any of its Restricted Subsidiaries;

                  (7)      to evidence and provide for the acceptance and
         appointment under this Indenture of a successor trustee pursuant to the
         requirements thereof;

                  (8)      to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect the legal rights under this Indenture of any such Holder
         (including, but not limited to, adding a Guarantor under this
         Indenture);

                  (9)      to provide for the issuance of the exchange notes and
         the related Guarantees or Additional Notes and the related Guarantees;
         and

                  (10)     to comply with requirements of the Commission in
         order to effect or maintain the qualification of this Indenture under
         the Trust Indenture Act.

SECTION 8.02. With Consent of Holders.

                  (a)      This Indenture or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and any existing default or compliance with any provision of this
Indenture or the Notes may be waived with the consent of the Holders of a
majority in principal amount of the Notes then outstanding (including, without
limitation, consents obtained in connection with a purchase of, or tender offer
or exchange offer for, Notes).

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

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

                  (2)      reduce the principal of or change the fixed maturity
         of any Note or alter the provisions with respect to the redemption of
         the Notes (other than pursuant to Section 4.08 and Section 4.12);

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

                  (4)      waive a Default or Event of Default in the payment of
         principal of, or interest or premium, or Additional Interest, if any,
         on the Notes (except a rescission of

<PAGE>

                                      -93-

         acceleration of the Notes by the Holders of at least a majority in
         aggregate principal amount of the Notes and a waiver of the Payment
         Default that resulted from such acceleration);

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

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

                  (7)      waive a redemption payment with respect to any Note
         (other than a payment required by pursuant to Section 4.08 and Section
         4.12);

                  (8)      release any Subsidiary Guarantor from any of its
         obligations under its Subsidiary Guarantee or this Indenture, except in
         accordance with the terms of this Indenture;

                  (9)      make any change to Article Eleven that adversely
         affect the Holders; or

                  (10)     make any change to this Section 8.02 or Section 8.01.

                  (c)      The consent of the Holders of the Notes shall not be
necessary to approve the particular form of any proposed amendment. It shall be
sufficient if such consent approves the substance of the proposed amendment.

                  (d)      After an amendment that requires the consent of the
Holders of Notes becomes effective, the Company shall mail to each registered
Holder of the Notes at such Holder's address appearing in the security register
a notice briefly describing such amendment. However, the failure to give such
notice to all Holders of the Notes, or any defect therein, shall not impair or
affect the validity of the amendment.

                  (e)      Upon the written request of the Company accompanied
by a board resolution authorizing the execution of any such supplemental
indenture, and upon the receipt by the Trustee of evidence reasonably
satisfactory to the Trustee of the consent of the Holders as aforesaid and upon
receipt by the Trustee of the documents described in Section 8.06, the Trustee
shall join with the Company in the execution of such supplemental indenture
unless such supplemental indenture affects the Trustee's own rights, duties or
immunities under this Indenture, in which case the Trustee may, but shall not be
obligated to, enter into such supplemental indenture.

                  (f)      Notwithstanding the foregoing, without the consents
of the requisite lenders under the Credit Agreement, no amendment may be made to
the subordination provisions described in Section 10.06 and Article Eleven.

<PAGE>

                                      -94-

SECTION 8.03. Compliance with Trust Indenture Act.

                  Every amendment or supplement to this Indenture or the Notes
shall comply with the TIA as then in effect.

SECTION 8.04. Revocation and Effect of Consents.

                  (a)      After an amendment, supplement, waiver or other
action becomes effective, a consent to it by a Holder of a Note is a continuing
consent conclusive and binding upon such Holder and every subsequent Holder of
the same Note or portion thereof, and of any Note issued upon the transfer
thereof or in exchange therefor or in place thereof, even if notation of the
consent is not made on any such Note.

                  (b)      The Company may, but shall not be obligated to, fix a
record date for the purpose of determining the Holders entitled to consent to
any amendment, supplement, or waiver. If a record date is fixed, then,
notwithstanding Section 8.04(a), those Persons who were Holders at such record
date (or their duly designated proxies), and only such Persons, shall be
entitled to consent to such amendment, supplement, or waiver or to revoke any
consent previously given, whether or not such Persons continue to be Holders
after such record date. No such consent shall be valid or effective for more
than 90 days after such record date unless the consent of the requisite number
of Holders has been obtained.

SECTION 8.05. Notation on or Exchange of Notes.

                  If an amendment, supplement or waiver changes the terms of a
Note, the Trustee (in accordance with the specific written direction of the
Company) shall request the Holder of the Note (in accordance with the specific
written direction of the Company) to deliver it to the Trustee. In such case,
the Trustee shall place an appropriate notation on the Note 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 Note shall issue, the Guarantors
shall endorse and the Trustee shall authenticate a new Note that reflects the
changed terms. Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

SECTION 8.06. Trustee To Sign Amendments, etc.

                  The Trustee shall sign any amendment, supplement or waiver
authorized pursuant to this Article Eight if the amendment, supplement or waiver
does not affect the rights, duties, liabilities or immunities of the Trustee. If
it does affect the rights, duties, liabilities or immunities of the Trustee, the
Trustee may, but need not, sign such amendment, supplement or waiver. In signing
or refusing to sign such amendment, supplement or waiver the Trustee shall be
entitled to receive and, subject to Section 7.01, shall be fully protected in
relying upon an Officers' Certificate and an Opinion of Counsel stating, in
addition to the matters required by Section

<PAGE>

                                      -95-

12.04, that such amendment, supplement or waiver is authorized or permitted by
this Indenture and is a legal, valid and binding obligation of the Company and
the Guarantors, enforceable against the Company and the Guarantors in accordance
with its terms (subject to customary exceptions).

                                  ARTICLE NINE

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 9.01. Discharge of Liability on Notes; Defeasance.

                  (a)      This Indenture shall be discharged and shall cease to
be of further effect as to all Notes, and related guarantees, issued hereunder
when:

                  (1)      either:

                           (A)      all Notes that have been authenticated,
                  except lost, stolen or destroyed Notes that have been replaced
                  or paid and Notes for whose payment money has been deposited
                  in trust and thereafter repaid to the Company, have been
                  delivered to the Trustee for cancellation; or

                           (B)      all Notes that have not been delivered to
                  the Trustee for cancellation have become due and payable by
                  reason of the mailing of a notice of redemption or otherwise
                  or shall become due and payable within one year and the
                  Company or any Guarantor has irrevocably deposited or caused
                  to be deposited with the Trustee as trust funds in trust
                  solely for the benefit of the Holders, cash in U.S. Dollars,
                  non-callable Government Securities, or a combination of cash
                  in U.S. Dollars and non-callable Government Securities, in
                  amounts as shall be sufficient without consideration of any
                  reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal, premium and Additional Interest,
                  if any, and accrued interest to the date of maturity or
                  redemption;

                  (2)      no Default or Event of Default has occurred and is
         continuing on the date of the deposit or shall occur as a result of the
         deposit and the deposit shall not result in a breach or violation of,
         or constitute a default under, any other instrument to which the
         Company or any Guarantor is a party or by which the Company or any
         Guarantor is bound;

                  (3)      the Company or any Guarantor has paid or caused to be
         paid all sums payable by it under this Indenture; and

<PAGE>

                                      -96-

                  (4)      the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Notes at maturity or the Redemption Date, as the
         case may be.

                  In addition, the Company must deliver an Officers' Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

                  (b)      Subject to Sections 9.01(c) and 9.02, the Company
may, at its option and at any time, elect to have all of its obligations
discharged with respect to the outstanding notes and all obligations of the
Guarantors discharged with respect to their Guarantees ("Legal Defeasance"). At
any time, the Company may, at its option, elect to have the obligations of the
Company and the Guarantors released (i) under Sections 4.03 through 4.19,
inclusive, (ii) under Sections 6.01(3) (insofar as it applies to Sections 4.08,
4.12, 5.01(a)(4), (a)(5), (b)(2)(B) and (b)(3)), Section 6.01(4) (with respect
to Article Four, other than Sections 4.01, 4.02 and the required offer
provisions of Sections 4.08 and 4.12), Sections 6.01(5), (6), (7), (8), (9) (in
the case of Sections 6.01(8) and (9), with respect to Significant Subsidiaries
only) and (iii) under Section 5.01(a)(4), (a)(5), (b)(2)(B) and (b)(3) on a date
the conditions set forth in Section 9.02 have been satisfied (hereinafter,
"Covenant Defeasance") and thereafter any omission to comply with those
covenants shall not constitute a Default or Event of Default with respect to the
Notes. The Company may exercise its Legal Defeasance option notwithstanding its
prior exercise of its Covenant Defeasance option.

                  (c)      If the Company exercises its Legal Defeasance option,
payment of the Notes may not be accelerated because of an Event of Default with
respect thereto. If the Company exercises its Covenant Defeasance option,
payment of the Notes may not be accelerated because of an Event of Default as
described in Section 6.01(3) (insofar as such Event of Default applies to
obligations under Sections 4.08, 4.12, 5.01(a)(4), (a)(5), (b)(2)(B) and
(b)(3)), or under Sections Section 6.01(4) (insofar as such Event of Default
applies to Sections 4.03 through 4.19, inclusive, other than the required offer
provisions of Section 4.08 and 4.12), under Section 6.01(5), (6), (7), (8) and
(9) (in the case of Sections 6.01(8) and (9), with respect to Significant
Subsidiaries only). If the Company exercises its Legal Defeasance option, each
Guarantor, if any, shall be released from all its obligations under its
Guarantee, and the Trustee shall execute a release of such Guarantee. If the
Company exercises its Covenant Defeasance option, each Guarantor, if any, shall
be released from its obligations under its Guarantee to the extent that the
Company is released from its obligations under this Indenture.

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

                  (e)      Notwithstanding clauses (a) and (b) above, the
Company's obligations in Sections 2.04, 2.06, 2.07, 2.08, 2.11, 4.01, 4.02,
7.01, 7.02, 7.07, 9.05 and 9.06 and any other

<PAGE>

                                      -97-

obligations required under the TIA shall survive until such time as the Notes
have been paid in full. Thereafter, the Company's obligations in Sections 7.07,
9.05 and 9.06 and any other obligations required under the TIA shall survive.

SECTION 9.02. Conditions to Defeasance.

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (1)      the Company must irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash in
         U.S. Dollars, non-callable Government Securities, or a combination of
         cash in U.S. Dollars and non-callable Government Securities, in amounts
         as shall be sufficient, in the opinion of a nationally recognized firm
         of independent public accountants, to pay the principal of, or interest
         and premium and Additional Interest, if any, on the outstanding Notes
         on the stated maturity or on the applicable Redemption Date, as the
         case may be, and the Company must specify whether the Notes are being
         defeased to maturity or to a particular Redemption Date;

                  (2)      in the case of Legal Defeasance, the Company shall
         have delivered to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that (a) the Company has received
         from, or there has been published by, the Internal Revenue Service a
         ruling or (b) since the Issue Date, there has been a change in the
         applicable federal income tax law, in either case to the effect that,
         and based thereon such Opinion of Counsel shall confirm that, the
         Holders of the outstanding Notes shall not recognize income, gain or
         loss for federal income tax purposes as a result of such Legal
         Defeasance and shall be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

                  (3)      in the case of Covenant Defeasance, the Company shall
         have delivered to the Trustee an Opinion of Counsel reasonably
         acceptable to the Trustee confirming that the Holders of the
         outstanding Notes shall not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and shall
         be subject to federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         Covenant Defeasance had not occurred;

                  (4)      no Default or Event of Default has occurred and is
         continuing on the date of such deposit (other than a Default or Event
         of Default resulting from the borrowing of funds to be applied to such
         deposit);

                  (5)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under
         any material agreement or instrument (other than this Indenture) to
         which the Company or any of its Restricted Subsidiaries is a party or
         by which the Company or any of its Restricted Subsidiaries is bound;

<PAGE>

                                      -98-

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

                  (7)      the Company must deliver to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent relating to the Legal Defeasance or the Covenant Defeasance
         have been complied with.

                  However, the Opinion of Counsel required by clause (2) above
shall not be required if all Notes not theretofore delivered to the Trustee for
cancellation have become due and payable, shall become due and payable on their
maturity date within one year or are to be called for redemption within one year
under arrangements satisfactory to the Trustee for the giving of notice of
redemption by the Trustee in the Company's name, and at the Company's expense.

SECTION 9.03. Deposited Money and Government Securities To Be Held in Trust;
              Other Miscellaneous Provisions.

                  All money and Government Securities (including the proceeds
thereof) deposited with the Trustee pursuant to Section 9.02(a) in respect of
the outstanding Notes shall be held in trust and applied by the Trustee, in
accordance with the provisions of such Notes and this Indenture, to the payment,
either directly or through any Paying Agent, to the Holders of such Notes, of
all sums due and to become due thereon in respect of principal, premium, if any,
and accrued interest, but such money need not be segregated from other funds
except to the extent required by law.

                  The Company and the Guarantors shall (on a joint and several
basis) pay and indemnify the Trustee against any tax, fee or other charge
imposed on or assessed against the Government Securities deposited pursuant to
Section 9.02(a) or the principal, premium, if any, and interest received in
respect thereof other than any such tax, fee or other charge which by law is for
the account of the Holders of the outstanding Notes.

                  Anything in this Article Nine to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon a request
of the Company any money or Government Securities held by it as provided in
Section 9.02(a) which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

SECTION 9.04.  Reinstatement.

                  If the Trustee or Paying Agent is unable to apply any money or
Government Securities in accordance with Section 9.01 by reason of any legal
proceeding or by reason of any

<PAGE>

                                      -99-

order or judgment of any court or governmental authority enjoining, restraining
or otherwise prohibiting such application, the Company's and each Guarantor's
obligations under this Indenture, the Notes and the Guarantees shall be revived
and reinstated as though no deposit had occurred pursuant to this Article Nine
until such time as the Trustee or Paying Agent is permitted to apply all such
money or Government Securities in accordance with Section 9.01; provided that if
the Company or the Guarantors have made any payment of principal of, premium, if
any, or accrued interest on any Notes because of the reinstatement of their
obligations, the Company or the Guarantors, as the case may be, shall be
subrogated to the rights of the Holders of such Notes to receive such payment
from the money or Government Securities held by the Trustee or Paying Agent.

SECTION 9.05. Moneys Held by Paying Agent.

                  In connection with the satisfaction and discharge of this
Indenture, all moneys then held by any Paying Agent under the provisions of this
Indenture shall, upon written demand of the Company, be paid to the Trustee, or
if sufficient moneys have been deposited pursuant to Section 9.02(a), to the
Company upon a request of the Company (or, if such moneys had been deposited by
the Guarantors, to such Guarantors), and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

SECTION 9.06. Moneys Held by Trustee.

                  Any moneys deposited with the Trustee or any Paying Agent or
then held by the Company or the Guarantors in trust for the payment of the
principal of or premium, if any, or interest on any Note that are not applied
but remain unclaimed by the Holder of such Note for two years after the date
upon which the principal of or premium, if any, or interest on such Note shall
have respectively become due and payable shall be repaid to the Company (or, if
appropriate, the Guarantors) upon a request of the Company, or if such moneys
are then held by the Company or the Guarantors in trust, such moneys shall be
released from such trust; and the Holder of such Note entitled to receive such
payment shall thereafter, as an unsecured general creditor, look only to the
Company and the Guarantors for the payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided that the Trustee or any such Paying Agent, before being required
to make any such repayment, may, at the expense of the Company and the
Guarantors, either mail to each Holder affected, at the address shown in the
Register maintained by the Registrar pursuant to Section 2.04, or cause to be
published once a week for two successive weeks, in a newspaper published in the
English language, customarily published each Business Day and of general
circulation in the City of New York, New York, a notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such mailing or publication, any unclaimed balance of
such moneys then remaining shall be repaid to the Company. After payment to the
Company or the Guarantors or the release of any money held in trust by the
Company or any Guarantors, as the case may be, Holders entitled to the money
must look only to
<PAGE>

                                     -100-

the Company and the Guarantors for payment as general creditors unless
applicable abandoned property law designates another Person.

                                   ARTICLE TEN

                             GUARANTEE OF SECURITIES

SECTION 10.01. Guarantee.

                  The Guarantors, fully and unconditionally, jointly and
severally, on an unsecured senior subordinated basis, guarantee to each Holder
(i) the due and punctual payment of the principal of, premium (if any) and
interest on each Note, when and as the same shall become due and payable,
whether at maturity, by acceleration or otherwise, the due and punctual payment
of interest on the overdue principal of and interest on the Notes, to the extent
lawful, and the due and punctual payment of all other obligations and due and
punctual performance of all obligations of the Company to the Holders or the
Trustee all in accordance with the terms of such Note, this Indenture and the
Registration Rights Agreement, and (ii) in the case of any extension of time of
payment or renewal of any Notes or any of such other obligations, that the same
shall be promptly paid in full when due or performed in accordance with the
terms of the extension or renewal, at stated maturity, by acceleration or
otherwise. Each Guarantor agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, any
invalidity, irregularity or unenforceability of any such Note or this Indenture,
any failure to enforce the provisions of any such Note, this Indenture or the
Registration Rights Agreement, any waiver, modification or indulgence granted to
the Company with respect thereto by the Holder of such Note, or any other
circumstances which may otherwise constitute a legal or equitable discharge of a
surety or such Guarantor.

                  Each Guarantor hereby waives diligence, presentment, demand
for payment, 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,
protest or notice with respect to any such Note or the Indebtedness evidenced
thereby and all demands whatsoever, and covenants that this Guarantee shall not
be discharged as to any such Note except by payment in full of the principal
thereof, premium (if any) and interest thereon. Each Guarantor hereby agrees
that, as between such Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (i) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (ii) in
the event of any declaration of acceleration of such obligations as provided in
Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by each Guarantor for the purpose of this Guarantee.

                  The Guarantee of any Guarantor may be released pursuant to
Section 4.18 or Section 10.03.

<PAGE>

                                     -101-

                  The Guarantors shall have the right to seek contribution from
any non-paying Guarantor so long as the exercise of such right does not impair
the rights of any Holder under the Guarantees.

SECTION 10.02. Execution and Delivery of Guarantee.

                  To further evidence the Guarantee set forth in Section 10.01,
each Guarantor hereby agrees, on the Issue Date, that a notation of such
Guarantee, substantially in the form included in Exhibit F hereto, shall be
endorsed on each Note authenticated and delivered by the Trustee on the Issue
Date and such Guarantee shall be executed by either manual or facsimile
signature of an Officer of each Guarantor. The validity and enforceability of
any Guarantee shall not be affected by the fact that it is not affixed to any
particular Note.

                  Each of the Guarantors hereby agrees that its Guarantee set
forth in Section 10.01 shall be in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Guarantee.

                  If an Officer of a Guarantor whose signature is on this
Indenture or a Guarantee no longer holds that office at the time the Trustee
authenticates the Note on which such Guarantee is endorsed or at any time
thereafter, such Guarantor's Guarantee of such Note shall be valid nevertheless.

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

SECTION 10.03. Release of Subsidiary Guarantors.

                  The Subsidiary Guarantee of a Subsidiary Guarantor shall be
automatically released:

                  (1)      in connection with any sale or other disposition of
         all or substantially all of the assets of that Subsidiary Guarantor
         (including by way of merger or consolidation) to a Person that is not
         (either before or after giving effect to such transaction) a Restricted
         Subsidiary of the Company, if the sale or other disposition complies
         with Section 4.12;

                  (2)      in connection with any sale of all of the Capital
         Stock of a Subsidiary Guarantor to a Person that is not (either before
         or after giving effect to such transaction) a Restricted Subsidiary of
         the Company, if the sale complies with Section 4.12;

                  (3)      if the Company designates any Restricted Subsidiary
         that is a Subsidiary Guarantor as an Unrestricted Subsidiary in
         accordance with the applicable provisions of this Indenture;

<PAGE>

                                     -102-

                  (4)      in connection with any Legal Defeasance or Covenant
         Defeasance of the Notes in accordance with the terms of this Indenture;
         or

                  (5)      if the applicable Guarantor no longer guarantees
         Indebtedness under the Credit Agreement;

and in each such case, the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, each stating that all conditions
precedent herein provided for relating to such transactions have been complied
with and that such release is authorized and permitted hereunder.

                  In addition, in the event a Guarantor becomes a Guarantor
solely because it Guarantees other Indebtedness, then upon the full and
unconditional release of the Guarantee of such other Indebtedness (provided that
the Trustee is given 90 days written notice of such other release) such
Guarantee of such Guarantor shall also be released.

                  The Trustee shall execute any documents reasonably requested
by either the Company or a Guarantor in order to evidence the release of such
Guarantor from its obligations under its Guarantee endorsed on the Notes and
under this Article Ten.

SECTION 10.04. Waiver of Subrogation.

                  Until all the obligations under the Notes and the Guarantees
are satisfied in full, each Guarantor hereby irrevocably waives any claim or
other rights which it may now or hereafter acquire against the Company that
arise from the existence, payment, performance or enforcement of such
Guarantor's obligations under its Guarantee and this Indenture, including,
without limitation, any right of subrogation, reimbursement, exoneration,
indemnification, and any right to participate in any claim or remedy of any
Holder of Notes 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 by set-off or in any other manner,
payment or Note 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 Notes shall
not have been paid in full, such amount shall have been deemed to have been paid
to such Guarantor for the benefit of, and held in trust for the benefit of, the
Holders of the Notes, and shall forthwith be paid to the Trustee for the benefit
of such Holders to be credited and applied upon the Notes, whether matured or
unmatured, in accordance with the terms of this Indenture. Each Guarantor
acknowledges that it shall receive direct and indirect benefits from the
financing arrangements contemplated by this Indenture and that the waiver set
forth in this Section 10.04 is knowingly made in contemplation of such benefits.

<PAGE>

                                     -103-

SECTION 10.05. Notice to Trustee.

                  The Company or any Guarantor shall give prompt written notice
to the Trustee of any fact known to the Company or any such Guarantor which
would prohibit the making of any payment to or by the Trustee at its Corporate
Trust Office in respect of the Guarantees. Notwithstanding the provisions of
this Article Ten or any other provision of this Indenture, the Trustee shall not
be charged with knowledge of the existence of any facts which would prohibit the
making of any payment to or by the Trustee in respect of the Guarantees, unless
and until the Trustee shall have received written notice thereof from the
Company no later than one Business Day prior to such payment; and, prior to the
receipt of any such written notice, the Trustee, subject to the provisions of
this Section 10.05, and subject to the provisions of Sections 7.01 and 7.02,
shall be entitled in all respects to assume that no such facts exist; provided,
however, that if the Trustee shall not have received the notice referred to in
this Section 10.05 at least one Business Day prior to the date upon which by the
terms hereof any such payment may become payable for any purpose under this
Indenture (including, without limitation, the payment of the principal of,
premium, if any, or interest on any Note), then, anything herein contained to
the contrary notwithstanding, the Trustee shall have full power and authority to
receive such money and to apply the same to the purpose for which such money was
received and shall not be affected by any notice to the contrary which may be
received by it less than one Business Day prior to such date.

SECTION 10.06. Subordination of Guarantee.

                  The obligations of each Guarantor under its Guarantee pursuant
to this Article Ten shall be junior and subordinated to the Guarantor Senior
Debt of such Guarantor on the same basis as the Notes are junior and
subordinated to the Senior Debt of the Company. For the purposes of the
foregoing sentence, and notwithstanding anything to the contrary contained
herein, the Trustee and the Holders shall have the right to receive and/or
retain payments by any of the Guarantors (or any Persons acting on their behalf)
only at such times as they may receive and/or retain payments in respect of the
Notes pursuant to this Indenture, including Article Eleven, and the Holders of
Senior Debt shall have the same rights and remedies provided for in Article
Eleven.

                                 ARTICLE ELEVEN

                                 SUBORDINATION

SECTION 11.01. Notes Subordinated to Senior Debt.

                  The Indebtedness evidenced by the Notes and the Guarantees
shall be senior subordinated unsecured obligations of the Company and the
Guarantors, as the case may be. The Notes shall in all respects rank pari passu
with all other senior subordinated debt of the Company. The terms of the
subordination provisions described in this Article Eleven with respect to

<PAGE>

                                     -104-

the Company's obligations under the Notes apply equally to each Guarantor and
the Obligations of such Guarantors under their respective Guarantees.

                  The payment of all Obligations on or relating to the Notes is
subordinated in right of payment to the prior payment in full in cash or Cash
Equivalents of all Obligations on Senior Debt of the Company (including all
Obligations with respect to the Credit Agreement). Notwithstanding the
foregoing, payments and distributions made relating to the Notes pursuant to the
trust described pursuant to Section 9.01 shall not be so subordinated in right
of payment so long as the payments into the trust were made in accordance with
the requirements pursuant to Section 9.01 and did not violate the subordination
provisions when they were made.

                  This Article Eleven shall constitute a continuing benefit to
all Persons who become holders of, or continue to hold, Senior Debt, and such
provisions are made for the benefit of the holders of Senior Debt and such
holders are made obligees hereunder and any one or more of them may enforce such
provisions.

SECTION 11.02. Suspension of Payment When Senior Debt Is in Default.

                  (a)      The Company also may not make any payment or
distribution of any kind or character with respect to any Obligations on, or
relating to, the Notes or acquire any Notes for cash or property or otherwise
(other than Permitted Junior Securities) if:

                  (1)      a Payment Default on any Senior Debt occurs and is
         continuing; or

                  (2)      any other default occurs and is continuing on
         Designated Senior Debt that permits holders of the Designated Senior
         Debt to accelerate its maturity (a "Non-Payment Default") and the
         Trustee receives a notice of such default (a "Payment Blockage Notice")
         from the Representative of any Designated Senior Debt.

                  (b)      Payments on and distributions with respect to any
Obligations on, or with respect to, the Notes may and shall be resumed:

                  (1)      in the case of a Payment Default, upon the date on
         which such default is cured or waived; and

                  (2)      in case of a Non-Payment Default, the earliest of (x)
         the date on which all Non-Payment Defaults are cured or waived (so long
         as no other event of default exists), (y) 180 days after the date on
         which the applicable Payment Blockage Notice is received, or (z) the
         date on which the Trustee receives notice from the Representative for
         such Designated Senior Debt rescinding the Payment Blockage Notice,
         unless the maturity of any Designated Senior Debt has been accelerated
         and such acceleration has not been waived. For the purpose of this
         clause (2), discharge or payment in full of Designated Senior Debt in
         accordance with its terms shall be the equivalent of a cure of an
         underlying default.

<PAGE>

                                     -105-

                  (c)      No new Payment Blockage Notice may be delivered
unless and until 360 days have elapsed since the effectiveness of the
immediately prior Payment Blockage Notice.

                  (d)      No Non-Payment Default that existed or was continuing
on the date of delivery of any Payment Blockage Notice to the Trustee shall be,
or be made, the basis for a subsequent Payment Blockage Notice unless such
default shall have been cured or waived for a period of not less than 180
consecutive days (it being acknowledged that any subsequent action, or any
breach of any financial covenants for a period commencing after the date of
delivery of such initial Payment Blockage Notice that in either case would give
rise to a default pursuant to any provisions under which a default previously
existed or was continuing shall constitute a new default for this purpose).

                  (e)      The holders of Senior Debt shall be entitled to
receive payment in full in cash or Cash Equivalents of all Obligations due in
respect of Senior Debt (including interest accruing after the commencement of
any bankruptcy or other like proceeding at the rate specified in the applicable
Senior Debt whether or not such interest is an allowed claim in any such
proceeding) before the Holders of Notes shall be entitled to receive any payment
or distribution of any kind or character with respect to any Obligations on, or
relating to, the Notes (other than a payment or distribution of Permitted Junior
Securities) in the event of any distribution to creditors of the Company:

                  (1)      in a total or partial liquidation, dissolution or
         winding up of the Company;

                  (2)      in a bankruptcy, reorganization, insolvency,
         receivership or similar proceeding relating to the Company or its
         Property;

                  (3)      in an assignment for the benefit of creditors; or

                  (4)      in any marshalling of the Company's assets and
         liabilities.

                  (f)      Unsecured Indebtedness is not deemed to be
subordinate or junior to secured Indebtedness merely because it is unsecured or
receives priority in respect of asset sales, cash flows or other prepayments and
Indebtedness which has different security or different priorities in the same
security shall not be deemed subordinate or junior to secured Indebtedness no
matter what the differences are.

                  (g)      The Company must promptly notify holders of Senior
Debt if payment of the Notes is accelerated because of an Event of Default.

                  (h)      The terms of the subordination provisions described
above shall not apply to payments from money or of Government Securities, or a
combination thereof, held in trust and deposited at a time when permitted by the
subordination provisions of this Section 11.02 by the

<PAGE>

                                     -106-

Trustee for the payment of principal of, premium (if any) and interest on the
Notes pursuant to Section 9.02.

                  (i)      In the event that, notwithstanding the foregoing, any
payment shall be received by the Trustee or any Holder when such payment is
prohibited by the foregoing provisions of this Section 11.02, such payment shall
be held in trust for the benefit of, and shall be paid over or delivered to, the
holders of Senior Debt (pro rata to such holders on the basis of the respective
amount of Senior Debt held by such holders) or their respective Representatives,
as their respective interests may appear. The Trustee shall be entitled to rely
on information regarding amounts then due and owing on the Senior Debt, if any,
received from the holders of Senior Debt (or their Representatives) or, if such
information is not received from such holders or their Representatives, from the
Company, and only amounts included in the information provided to the Trustee
shall be paid to the holders of Senior Debt.

                  Nothing contained in this Article Eleven shall limit the right
of the Trustee or the Holders to take any action to accelerate the maturity of
the Notes and all other Obligations owing under the Notes pursuant to Article
Six or to pursue any rights or remedies hereunder (subject to the rights, if
any, under this Article Eleven, of the holders of Senior Debt in respect of
cash, Property or securities of the Company received upon the exercise of any
such remedy); provided that all Senior Debt thereafter due or declared to be due
shall first be paid in full in cash or Cash Equivalents before the Holders are
entitled to receive any payment of any kind or character with respect to
Obligations owing on, or with respect to, the Notes.

SECTION 11.03. Obligations Subordinated to Prior Payment of All Senior Debt on
               Dissolution, Liquidation or Reorganization of Company.

                  (a)      Upon any payment or distribution of assets of either
the Company or any Guarantor or its Property of any kind or character, whether
in cash, Property or securities, to creditors upon any total or partial
liquidation, dissolution, winding-up, reorganization, assignment for the benefit
of creditors or marshaling of assets of the Company or any Guarantor or in a
bankruptcy, reorganization, insolvency, receivership or other similar proceeding
relating to the Company or its assets, whether voluntary or involuntary, all
Obligations in respect of Senior Debt due or to become due shall first be paid
in full in cash, Cash Equivalents or any other consideration acceptable to the
holders of Senior Debt (including interest after the commencement of any
bankruptcy or other like proceeding at the rate specified in the applicable
Senior Debt whether or not such interest is an allowed claim in any such
proceeding), before any payment or distribution of any kind or character is made
on account of any Obligations on, or with respect to, the Notes or for the
acquisition of any of the Notes for cash or Property or otherwise. Upon any such
dissolution, winding-up, liquidation, reorganization, receivership or similar
proceeding, any payment or distribution of assets of the Company of any kind or
character, whether in cash, Property or securities, to which the Holders or the
Trustee would be entitled, except for the provisions hereof, shall be paid by
the Company or by any receiver, trustee in bankruptcy, liquidating

<PAGE>

                                     -107-

trustee, agent or other Person making such payment or distribution, or by the
Holders or by the Trustee if received by it, directly to the holders of Senior
Debt (pro rata to such holders on the basis of the respective amounts of Senior
Debt held by such holders) or their respective Representatives, or to the
Trustee or trustees under any indenture pursuant to which any of such Senior
Debt may have been issued, as their respective interests may appear, for
application to the payment of Senior Debt remaining unpaid until all such Senior
Debt has been paid in full in cash or Cash Equivalents after giving effect to
any concurrent payment, distribution or provision therefor to or for the holders
of Senior Debt.

                  (b)      To the extent any payment of Senior Debt (whether by
or on behalf of the Company, as proceeds of security or enforcement of any right
of setoff or otherwise) is declared to be fraudulent or preferential, set aside
or required to be paid to any receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person under any bankruptcy, insolvency,
receivership, fraudulent conveyance or similar law, then, if such payment is
recovered by, or paid over to, such receiver, trustee in bankruptcy, liquidating
trustee, agent or other similar Person, the Senior Debt or part thereof
originally intended to be satisfied shall be deemed to be reinstated and
outstanding as if such payment had not occurred.

                  It is further agreed that any diminution (whether pursuant to
court decree or otherwise, including without limitation for any of the reasons
described in the preceding paragraph) of the Company's obligation to make any
distribution or payment pursuant to any Senior Debt, except to the extent such
diminution occurs by reason of the repayment (which has not been disgorged or
returned) of such Senior Debt in cash or Cash Equivalents, shall have no force
or effect for purposes of the subordination provisions contained in this Article
Eleven, with any turnover of payments as otherwise calculated pursuant to this
Article Eleven to be made as if no such diminution had occurred.

                  (c)      In the event that, notwithstanding the foregoing, any
payment or distribution of assets of the Company of any kind or character,
whether in cash, Property or securities, shall be received by the Trustee or any
Holder when such payment or distribution is prohibited by this Section 11.03,
such payment or distribution shall be held in trust for the benefit of, and
shall be paid over or delivered to, the holders of Senior Debt (pro rata to such
holders on the basis of the respective amount of Senior Debt held by such
holders) or their respective Representatives, or to the Trustee or trustees
under any indenture pursuant to which any of such Senior Debt may have been
issued, as their respective interests may appear, for application to the payment
of Senior Debt remaining unpaid until all such Senior Debt has been paid in full
in cash or Cash Equivalents, after giving effect to any concurrent payment,
distribution or provision therefor to or for the holders of such Senior Debt.

SECTION 11.04. Payments May Be Paid Prior to Dissolution.

                  Nothing contained in this Article Eleven or elsewhere in this
Indenture shall prevent (i) the Company, except under the conditions described
in Sections 11.02 and 11.03, from

<PAGE>

                                     -108-

making payments at any time for the purpose of making payments of principal of
and interest on the Obligations owing under the Notes, or from depositing with
the Trustee any monies for such payments, or (ii) in the absence of actual
knowledge by the Trustee that a given payment would be prohibited by Section
11.02 or 11.03, the application by the Trustee of any monies deposited with it
for the purpose of making such payments of principal of, and interest on, the
Obligations owing under the Notes to the Holders entitled thereto unless at
least one Business Day prior to the date upon which such payment would otherwise
become due and payable the Trustee shall have actually received the written
notice provided for in Section 11.12, in the first sentence of Section 11.02(a)
or in the last sentence of this Section 11.04 (provided that, notwithstanding
the foregoing, the Holders receiving any payments made in contravention of
Sections 11.02 and/or 11.03 (and such payments) shall otherwise be subject to
the provisions of Sections 11.02 and 11.03). The Company shall give prompt
written notice to the Trustee of any dissolution, winding-up, liquidation or
reorganization of the Company, although any delay or failure to give any such
notice shall have no effect on the subordination provisions contained herein.

SECTION 11.05. Holders To Be Subrogated to Rights of Holders of Senior Debt.

                  Subject to the payment in full in cash or Cash Equivalents of
all Senior Debt, the Holders shall be subrogated to the rights of the holders of
Senior Debt to receive payments or distributions of cash, Property or securities
of the Company applicable to the Senior Debt until the Obligations owing under
the Notes shall be paid in full; and, for the purposes of such subrogation, no
such payments or distributions to the holders of the Senior Debt by or on behalf
of the Company, or by or on behalf of the Holders by virtue of this Article
Eleven, which otherwise would have been made to the Holders shall, as between
the Company and the Holders, be deemed to be a payment by the Company to or on
account of the Senior Debt, it being understood that the provisions of this
Article Eleven are and are intended solely for the purpose of defining the
relative rights of the Holders, on the one hand, and the holders of Senior Debt,
on the other hand.

SECTION 11.06. Obligations of the Company Unconditional.

                  Nothing contained in this Article Eleven or elsewhere in this
Indenture is intended to or shall impair as between the Company and the Holders,
the Obligation of the Company, which is absolute and unconditional, to pay to
the Holders the principal of and any interest on the Obligations owing under the
Notes as and when the same shall become due and payable in accordance with their
terms, or is intended to or shall affect the relative rights of the Holders and
creditors of the Company other than the holders of Senior Debt, nor shall
anything herein or therein prevent any Holder or the Trustee on its behalf from
exercising all remedies otherwise permitted by applicable law upon default under
this Indenture, subject to the rights, if any, under this Article Eleven, of the
holders of Senior Debt in respect of cash, Property or securities of the Company
received upon the exercise of any such remedy.

<PAGE>

                                     -109-

SECTION 11.07. Reliance on Judicial Order or Certificate of Liquidating Agent.

                  Whenever a distribution is to be made or a notice given to
holders of Designated Senior Debt, the distribution may be made and the notice
given to their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article Eleven, the Trustee and the Holders shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which any insolvency, bankruptcy, receivership, dissolution,
winding-up, liquidation, reorganization or similar case or proceeding is
pending, or upon a certificate of the receiver, trustee in bankruptcy,
liquidating trustee, assignee for the benefit of creditors, agent or other
Person making such payment or distribution, delivered to the Trustee or the
Holders, for the purpose of ascertaining the Persons entitled to participate in
such payment or distribution, the holders of the Senior Debt and other Debt of
the Company, the amount thereof or payable thereon, the amount or amounts paid
or distributed thereon and all other facts pertinent thereto or to this Article
Eleven. Nothing in this Article Eleven shall apply to the claims of, or payments
to, the Trustee in its capacity as such under or pursuant to Section 7.07. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or itself to be a holder of any Senior Debt (or a
trustee on behalf of, or other representative of, such holder) to establish that
such notice has been given by a holder of such Senior Debt or a trustee or
representative on behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Senior Debt to participate in any payment or distribution pursuant to this
Article Eleven, the Trustee may request such Person to furnish evidence to the
reasonable satisfaction of the Trustee as to the amount of Senior Debt held by
such Person, the extent to which such Person is entitled to participate in such
payment or distribution and any other facts pertinent to the rights of such
Person under this Article Eleven, and if such evidence is not furnished, the
Trustee may defer any payment to such Person pending judicial determination as
to the right of such Person to receive such payment.

SECTION 11.08. Subordination Rights Not Impaired by Acts or Omissions of the
               Company or Holders of Senior Debt.

                  No right of any present or future holders of any Senior Debt
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of this Indenture, regardless of any
knowledge thereof which any such holder may have or otherwise be charged with.

                  Without in any way limiting the generality of the foregoing
paragraph, the holders of Senior Debt or Guarantor Senior Debt may, at any time
and from time to time, without the consent of or notice to the Trustee or the
Holders, without incurring responsibility to the Trustee or the Holders and
without impairing or releasing the subordination provided in this Article

<PAGE>

                                     -110-

Eleven or the obligations hereunder of the Holders to the holders of the Senior
Debt or Guarantor Senior Debt, do any one or more of the following: (i) change
the manner, place or terms of payment or extend the time of payment of, or renew
or alter, Senior Debt or Guarantor Senior Debt, or otherwise amend or supplement
in any manner Senior Debt or Guarantor Senior Debt, or any instrument evidencing
the same or any agreement under which Senior Debt or Guarantor Senior Debt is
outstanding; (ii) sell, exchange, release or otherwise deal with any Property
pledged, mortgaged or otherwise securing Senior Debt or Guarantor Senior Debt;
(iii) release any Person liable in any manner for the payment or collection of
Senior Debt or Guarantor Senior Debt; and (iv) exercise or refrain from
exercising any rights against the Company and any other Person.

SECTION 11.09. Holders Authorize Trustee To Effectuate Subordination of
               Obligations.

                  Each Holder authorizes and expressly directs the Trustee on
its behalf to take such action as may be necessary or appropriate to effectuate,
as between the holders of Senior Debt and the Holders, the subordination
provided in this Article Eleven, and appoints the Trustee its attorney-in-fact
for such purposes, including, in the event of any dissolution, winding-up,
liquidation or reorganization of the Company (whether in bankruptcy, insolvency,
receivership, reorganization or similar proceedings or upon an assignment for
the benefit of credits or otherwise) tending towards liquidation of the business
and assets of the Company, the filing of a claim for the unpaid balance of its
Obligations owing under the Notes and accrued interest in the form required in
those proceedings.

                  If the Trustee does not file a proper claim or proof of debt
in the form required in such proceeding prior to 30 days before the expiration
of the time to file such claim or claims, then the holders of the Senior Debt or
their Representative shall have the right to file and are or is hereby
authorized to file an appropriate claim for and on behalf of the Holders.
Nothing herein contained shall be deemed to authorize the Trustee or the holders
of Senior Debt or their Representative to authorize or consent to or accept or
adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Obligations owing under the Notes or the
rights of any Holder thereof, or to authorize the Trustee or the holders of
Senior Debt or their Representative to vote in respect of the claim of any
Holder in any such proceeding.

SECTION 11.10. This Article Eleven Not To Prevent Events of Default.

                  The failure to make a payment on account of principal of or
interest on the Obligations owing under the Notes by reason of any provision of
this Article Eleven shall not be construed as preventing the occurrence of an
Event of Default.

SECTION 11.11. Amendments or Modifications to Article Eleven.

                  No amendment of, or supplement or waiver to, this Indenture
shall adversely affect the rights of any holder of Senior Debt under this
Article Eleven or Article Twelve without

<PAGE>

                                     -111-

the consent of such holder of Senior Debt. Notwithstanding anything to the
contrary contained in this Indenture (but without limiting the provisions of the
immediately preceding sentence), no amendment or modification to any provision
of this Article Eleven or the related definitions used herein (other than to
cure any ambiguity, defect, mistake or inconsistency herein, so long as such
amendment or modification does not adversely affect the rights of the holders of
any Senior Debt then outstanding) shall be permitted without the consent of the
Holders of at least a majority in principal amount of the Notes then outstanding
voting as a single class (including consents obtained in connection with a
tender offer or exchange offer for, or purchase of, the Notes) or, if required
by Section 8.02, by each Holder affected.

SECTION 11.12. Notice to Trustee; Rights of Trustee and Paying Agent.

                  The Company shall give prompt written notice to the Trustee of
any fact known to the Company that would prohibit the making of any payment to
or by the Trustee or any Holder in respect of the Notes or under any Guarantee
pursuant to the provisions of this Article Eleven although any delay or failure
to give any such notice shall have no effect on the subordination provisions
contained herein. Notwithstanding the provisions of this Article Eleven or any
other provision of this Indenture, neither the Trustee nor any Paying Agent
shall be charged with knowledge of the existence of any facts that would
prohibit the making of any payment or distribution by the Trustee or such Paying
Agent, and (in the absence of actual knowledge that the respective payment shall
violate the applicable provisions of this Article Eleven) the Trustee and such
Paying Agent may continue to make payments on the Notes, unless the Trustee or
such Paying Agent shall have received, at least one Business Day prior to the
date of such payment, written notice of facts that would cause the payment of
any Obligations with respect to the Notes to violate this Article Eleven
(although the receipt of such payment shall otherwise be subject to the
applicable provisions of this Article Eleven). Only the Company, a Guarantor, a
holder of Senior Debt or a Representative thereof may give the notice. Nothing
in this Article Eleven shall impair the claims of, or payments to, the Trustee
in its capacity as such under or pursuant to Section 7.07. Nothing in this
Section 11.12 is intended to or shall relieve any Holder of Notes from the
obligations imposed under Sections 11.02 and 11.03 with respect to other
distributions received in violation of the provisions hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

                                 ARTICLE TWELVE

                                 MISCELLANEOUS

SECTION 12.01. Trust Indenture Act Controls.

                  If any provision of this Indenture limits, qualifies or
conflicts with another provision which is required to be included in this
Indenture by the TIA, the required provision shall

<PAGE>

                                     -112-

control. If any provision of this Indenture modifies any TIA provision that may
be so modified, such TIA provision shall be deemed to apply to this Indenture as
so modified. If any provision of this Indenture excludes any TIA provision that
may be so excluded, such TIA provision shall be excluded from this Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

SECTION 12.02. Notices.

                  Except for notice or communications to Holders, any notice or
communication shall be given in writing and when received if delivered in
person, when receipt is acknowledged if sent by facsimile, on the next Business
Day if timely delivered by a nationally recognized courier service that
guarantees overnight delivery or two Business Days after deposit if mailed by
first-class mail, postage prepaid, addressed as follows:

                  If to the Company:

                           Seminis Vegetable Seeds, Inc.
                           2700 Camino del Sol
                           Oxnard, California  93030-7967
                           Attn:  General Counsel

                  With a copy to:

                           Milbank, Tweed, Hadley & McCloy LLP
                           1 Chase Manhattan Plaza
                           New York, New York  10005
                           Attn:  Howard Kelberg, Esq.

                           and

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, NY 10019
                           Attn:  Mitchell S. Presser, Esq.

<PAGE>

                                     -113-

                           If to the Trustee, Registrar or Paying Agent:

                           Wells Fargo Bank, National Association
                           MAC E2818-176
                           17th Floor
                           707 Wilshire Blvd.
                           Los Angeles, CA 90017
                           Attn:  Corporate Trust Administrator

                  Such notices or communications shall be effective when
received and shall be sufficiently given if so given within the time prescribed
in this Indenture.

                  The Company, the Guarantors or the Trustee by written notice
to the others may designate additional or different addresses for subsequent
notices or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to him by first-class mail, postage prepaid, at his address shown on the
Register.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication to a Holder is mailed in the manner provided above, it
shall be deemed duly given, whether or not the addressee receives it.

                  In case by reason of the suspension of regular mail service,
or by reason of any other cause, it shall be impossible to mail any notice as
required by this Indenture, then such method of notification as shall be made
with the approval of the Trustee shall constitute a sufficient mailing of such
notice.

SECTION 12.03. Communications by Holders with Other Holders.

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

SECTION 12.04. Certificate and Opinion as to Conditions Precedent.

                  Upon any request or application by the Company or any
Guarantor to the Trustee to take any action under this Indenture (except for the
issuance of Notes on the Issue Date), the Company or such Guarantor shall
furnish to the Trustee:

                  (1)      an Officers' Certificate (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of the signers, all conditions precedent,

<PAGE>

                                     -114-

         if any, provided for in this Indenture relating to the proposed action
         have been complied with; and

                  (2)      an Opinion of Counsel (which shall include the
         statements set forth in Section 12.05 below) stating that, in the
         opinion of such counsel, all such conditions precedent have been
         complied with.

SECTION 12.05. Statements Required in Certificate and Opinion.

                  Each certificate (other than certificates provided pursuant to
Section 4.06) and opinion with respect to compliance by or on behalf of the
Company or any Guarantor with a condition or covenant provided for in this
Indenture shall include:

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

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

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

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

SECTION 12.06. Rules by Trustee and Agents.

                  The Trustee may make reasonable rules for action by or
meetings of Holders. The Registrar and Paying Agent may make reasonable rules
for their functions.

SECTION 12.07. Legal Holidays.

                  A "Legal Holiday" is a Saturday, a Sunday or other day on
which (i) commercial banks in the City of New York are authorized or required by
law to close or (ii) the New York Stock Exchange is not open for trading. If a
payment date is a Legal Holiday at a place of payment, payment may be made at
that place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

SECTION 12.08. Governing Law.

                  This Indenture, the Notes and the Guarantees shall be governed
by and construed in accordance with the laws of the State of New York, but
without giving effect to applicable

<PAGE>

                                     -115-

principles of conflicts of law to the extent that the application of the law of
another jurisdiction would be required thereby.

SECTION 12.09. No Adverse Interpretation of Other Agreements.

                  This Indenture may not be used to interpret another indenture,
loan, security or debt agreement of the Company or any Subsidiary thereof. No
such indenture, loan, security or debt agreement may be used to interpret this
Indenture.

SECTION 12.10. Successors.

                  All agreements of the Company and the Guarantors in this
Indenture and the Notes shall bind their respective successors. All agreements
of the Trustee, any additional trustee and any Paying Agents in this Indenture
shall bind its successor.

SECTION 12.11. Multiple Counterparts.

                  The parties may sign multiple counterparts of this Indenture.
Each signed counterpart shall be deemed an original, but all of them together
represent one and the same agreement.

SECTION 12.12. Table of Contents, Headings, etc.

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

SECTION 12.13. Separability.

                  Each provision of this Indenture shall be considered separable
and if for any reason any provision which is not essential to the effectuation
of the basic purpose of this Indenture or the Notes shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

                            [Signature Pages Follow]

<PAGE>

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

                                      SEMINIS VEGETABLE SEEDS, INC.

                                      By: /s/ Gaspar Alvarez
                                          --------------------------------------
                                          Name: Gaspar Alvarez
                                          Title: Vice President and Worldwide
                                                 Corporate Comptroller

                                      SEMINIS, INC., as Guarantor

                                      By: /s/ Gaspar Alvarez
                                          --------------------------------------
                                          Name: Gaspar Alvarez
                                          Title: Vice President - Finance and
                                                 Worldwide Corporate Comptroller

                                      PETOSEED INTERNATIONAL INC.,
                                      as Guarantor

                                      By: /s/ Gaspar Alvarez
                                          --------------------------------------
                                          Name: Gaspar Alvarez
                                          Title: Chief Financial Officer

                                      PGI ALFALFA, INC.,
                                      as Guarantor

                                      By: /s/ Gaspar Alvarez
                                          --------------------------------------
                                          Name: Gaspar Alvarez
                                          Title: Chief Financial Officer


<PAGE>

                                      BAXTER SEED CO., INC.,
                                      as Guarantor

                                      By: /s/ Gaspar Alvarez
                                          --------------------------------------
                                          Name: Gaspar Alvarez
                                          Title: Chief Financial Officer

<PAGE>

                                      Wells Fargo Bank, National Association,
                                      as Trustee

                                      By: /s/ Jeanie Mar
                                          --------------------------------------
                                          Name: Jeanie Mar
                                          Title: Vice President

<PAGE>

                                                                       EXHIBIT A

CUSIP NO: [        ]

                          SEMINIS VEGETABLE SEEDS, INC.

No. [         ]                                                        $

                   10 1/4 % SENIOR SUBORDINATED NOTE DUE 2013

                  SEMINIS VEGETABLE SEEDS, INC., a California corporation, as
issuer (the "Company"), for value received, promises to pay to [       ] or
registered assigns the principal sum of $      on October 1, 2013.

                  Interest Payment Dates: April 1 and October 1 commencing April
1, 2004

                  Record Dates: March 15 and September 15

                  Reference is made to the further provisions of this Note
contained herein, which shall for all purposes have the same effect as if set
forth at this place.

                                      A-1

<PAGE>

                  IN WITNESS WHEREOF, the Company has caused this Note to be
signed by a duly authorized officer.

                                        SEMINIS VEGETABLE SEEDS, INC.

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      A-2

<PAGE>

                          Certificate of Authentication

                  This is one of the 10 1/4 % Senior Subordinated Notes Due
2013 referred to in the within-mentioned Indenture.

                                        WELLS FARGO BANK, NATIONAL
                                          ASSOCIATION, as Trustee

                                        By: ____________________________________

Dated: [           ]

                                      A-3

<PAGE>

                            [FORM OF REVERSE OF NOTE]

                          SEMINIS VEGETABLE SEEDS, INC.

                   10 1/4 % SENIOR SUBORDINATED NOTE DUE 2013

                  1.       Interest. SEMINIS VEGETABLE SEEDS, INC., a California
corporation, as issuer (the "Company"), promises to pay, until the principal
hereof is paid or made available for payment, interest on the principal amount
set forth on the face hereof at a rate of 10 1/4 % per annum. Interest hereon
shall accrue from and including the most recent date to which interest has been
paid or, if no interest has been paid, from and including September 29, 2003 to
but excluding the date on which interest is paid. Interest shall be payable in
arrears on each April 1 and October 1, commencing April 1, 2004. Interest shall
be computed on the basis of a 360-day year of twelve 30-day months and actual
days elapsed. The Company shall pay interest on overdue principal and on overdue
interest (to the full extent permitted by law) at the rate borne by the Notes.

                  2.       Method of Payment. The Company shall pay interest
hereon (except defaulted interest) to the Persons who are registered Holders at
the close of business on March 15 or September 15 immediately preceding the
interest payment date (whether or not a Business Day). Holders must surrender
Notes to a Paying Agent to collect principal payments. The Company shall pay to
the Paying Agent principal and interest in money of the United States of America
that at the time of payment is legal tender for payment of public and private
debts. If a Holder has given wire transfer instructions to the Company, the
Company may pay, or cause to be paid by the Paying Agent, all principal,
interest and Additional Interest, if any, on the Holder's Notes in accordance
with those instructions. All other payments on the Notes shall be made at the
office or agency of the Paying Agent and Registrar unless the Company elects to
make interest payments by check mailed to the Holders at their address set forth
in the Register.

                  3.       Paying Agent and Registrar. Initially, Wells Fargo
Bank, National Association (the "Trustee") shall act as a Paying Agent and
Registrar. The Company may change any Paying Agent or Registrar without notice
to the Holders. The Company or any of its Subsidiaries may act as Paying Agent
or Registrar; provided that if the Company or an Affiliate thereof acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund.

                  4.       Indenture. The Company issued the Notes under an
Indenture dated as of September 29, 2003 (the "Indenture") between the Company,
the Guarantors party thereto, and the Trustee. This is one of an issue of Notes
of the Company issued, or to be issued, under the Indenture. The terms of the
Notes include those stated in the Indenture and those made part of the Indenture
by reference to the Trust Indenture Act of 1939 (15 U.S. Code Sections
77aaa-77bbbb), as amended from time to time. The Notes are subject to all such
terms, and Holders are referred to the Indenture and such Act for a statement of
them. Capitalized and certain other terms used herein and not otherwise defined
have the meanings set forth in the Indenture.

                                      A-4

<PAGE>

                  5.       Optional Redemption. (a) Except as set forth below,
the Notes shall not be redeemable at the option of the Company prior to October
1, 2008.

                  After October 1, 2008, the Company may redeem all or a part of
the Notes upon not less than 30 nor more than 60 days' notice, at the redemption
prices (expressed as percentages of principal amount) set forth below plus
accrued and unpaid interest and Additional Interest, if any, on the notes
redeemed, to the applicable Redemption Date, if redeemed during the twelve-month
period beginning on October 1 of the years indicated below:

<TABLE>
<CAPTION>
YEAR                                                          PERCENTAGE
------------------------------------------------------------------------
<S>                                                           <C>
2008..............................................             105.125%
2009..............................................             103.417%
2010..............................................             101.708%
2011 and thereafter...............................             100.000%
</TABLE>

Any such redemption or notice may, at the Company's discretion, be subject to
the satisfaction of one or more conditions precedent.

                  (b)      At any time, or from time to time, on or prior to
October 1, 2008, the Notes may also be redeemed, by or on behalf of the Company,
in whole, or any portion thereof, at the Company's option, at the Make-Whole
Price as of, and accrued but unpaid interest and Additional Interest, if any, to
the date of redemption (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date). Such redemption may be made upon notice mailed by first-class mail to
each Holder's registered address, not less than 30 nor more than 60 days prior
to the Redemption Date. Any such redemption or notice may, at the Company's
discretion, be subject to the satisfaction of one or more conditions precedent.
The Company may provide in such notice that payment of such price and
performance of the Company's obligations with respect to such redemption may be
performed by another Person.

                  "Make-Whole Price" means an amount equal to the greater of:

                  (1)      100% of the principal amount of the Notes to be
         redeemed; and

                  (2)      as determined by an Independent Investment Banker,
         the sum of the present values of (A) the redemption price of the Notes
         at October 1, 2008 (as set forth above) and (B) the remaining scheduled
         payments of interest from the Redemption Date to     October 1, 2008
         (not including any portion of such payments of interest accrued as of
         the Redemption Date) discounted back to the Redemption Date on a
         semi-annual basis (assuming a 360-day year consisting of twelve 30-day
         months) at the Treasury Rate (as defined below) plus 50 basis points,

plus, in the case of both (1) and (2), accrued and unpaid interest and
Additional Interest, if any, to the Redemption Date. Unless the Company defaults
in payment of the Make-Whole Price, on

                                      A-5

<PAGE>

and after the applicable Redemption Date, interest will cease to accrue on the
notes to be redeemed.

                  "Comparable Treasury Issue" means the U.S. Treasury security
selected by an Independent Investment Banker as having a maturity most nearly
equal to the period from the Redemption Date to October 1, 2008, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities; provided if such period is less than one
year, then the U.S. Treasury security having a maturity of one year shall be
used.

                  "Comparable Treasury Price" means, with respect to any
Redemption Date, (1) the average of four Reference Treasury Dealer Quotations
for such Redemption Date, after excluding the highest and lowest of such
Reference Treasury Dealer Quotations, or (2) if the Trustee obtains fewer than
four such Reference Treasury Dealer Quotations, the average of all such
Reference Treasury Dealer Quotations.

                  "Independent Investment Banker" means Citigroup Global Markets
Inc. or CIBC World Markets Corp. and their respective successors, at the
Company's option, or, if such firms or the successors, if any, to such firms, as
the case may be, are unwilling or unable to select the Comparable Treasury
Issue, an independent investment banking institution of national standing
appointed by the Company.

                  "Reference Treasury Dealer" means Citigroup Global Markets
Inc. or CIBC World Markets Corp., at the Company's option, and three additional
primary U.S. government securities dealers in New York City (each a "Primary
Treasury Dealer") selected by the Company, and their respective successors
(provided, however, that if any such firm or any such successor, as the case may
be, shall cease to be a primary U.S. government securities dealer in New York
City, the Company shall substitute therefor another Primary Treasury Dealer).

                  "Reference Treasury Dealer Quotations" means, with respect to
each Reference Treasury Dealer and any Redemption Date, the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal amount)
quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m.,
New York City time, on the third business day preceding such Redemption Date.

                  "Treasury Rate" means, with respect to any Redemption Date,
(1) the yield, under the heading which represents the average for the
immediately preceding week, appearing in the most recently published statistical
release designated "H.15(519)" or any successor publication that is published
weekly by the Board of Governors of the Federal Reserve System and that
establishes yields on actively traded U.S. Treasury securities adjusted to
constant maturity under the caption "Treasury Constant Maturities," for the
maturity corresponding to the Comparable Treasury Issue (if no maturity is
within three months before or after the stated maturity, yields for the two
published maturities most closely corresponding to the Comparable Treasury Issue
shall be determined, and the Treasury Rate shall be interpolated or extrapolated
from such yields on a straight-line basis, rounding to the nearest month) or (2)
if such release (or any successor

                                      A-6

<PAGE>

release) is not published during the week preceding the calculation date or does
not contain such yields, the rate per annum equal to the semi-annual equivalent
yield to maturity of the Comparable Treasury Issue, calculated using a price for
the Comparable Treasury Issue (expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price for such Redemption Date. The
Treasury Rate shall be calculated on the third business day preceding the
Redemption Date.

                  The notice of redemption with respect to the foregoing
redemption need not set forth the Make-Whole Price but only the manner of
calculation thereof. The Company shall notify the Trustee of the Make-Whole
Price with respect to any redemption promptly after the calculation, and the
Trustee shall not be responsible for such calculation.

                  (c)      At any time prior to October 1, 2006, the Company may
on any one or more occasions redeem up to 35% of the aggregate principal amount
of all notes issued under the Indenture at a redemption price of 110.250% of the
principal amount, plus accrued and unpaid interest and Additional Interest, if
any, to the Redemption Date, with the net cash proceeds of one or more Equity
Offerings; provided that:

                  (1)      at least 65% of the aggregate principal amount of
         notes issued under the Indenture remains outstanding immediately after
         the occurrence of such redemption (excluding notes held by the Company
         and its Subsidiaries); and

                  (2)      the redemption occurs within 120 days of the date of
         the closing of such Equity Offering.

Any such notice may be given prior to the completion of the related Equity
Offering, and any such redemption or notice may, at the Company's discretion, be
subject to the satisfaction of one or more conditions precedent, including but
not limited to the completion of the related Equity Offering.

                  (d)      If less than all of the Notes are to be redeemed at
any time, the Trustee shall select Notes for redemption as follows:

                  (1)      if the Notes are listed on any national securities
         exchange, in compliance with the requirements of the principal national
         securities exchange on which the Notes are listed; or

                  (2)      if the Notes are not listed on any national
         securities exchange, on a pro rata basis, by lot or by such method as
         the Trustee deems fair and appropriate;

provided that no Notes of $1,000 or less shall be redeemed in part.

                  A new Note in principal amount equal to the unredeemed portion
thereof shall be issued in the name of the Holder thereof upon cancellation of
the original Note. Notes called for redemption pursuant to this paragraph 5
hereto become due on the related Redemption Date. On

                                      A-7

<PAGE>

and after the Redemption Date, interest stops accruing on Notes or portions of
them called for redemption.

                  6.       Notice of Redemption. Notices of redemption shall be
mailed in accordance with Article Three of the Indenture. If any Note is to be
redeemed in part only, the notice of redemption that relates to such Note shall
state the portion of the principal amount thereof to be redeemed.

                  7.       Offers To Purchase. The Indenture provides that upon
the occurrence of a Change of Control or an Asset Sale and subject to further
limitations contained therein, the Company may be required to make an offer to
purchase outstanding Notes in accordance with the procedures set forth in the
Indenture.

                  8.       Registration Rights. (a) Pursuant to the Registration
Rights Agreement, the Company shall be obligated to consummate an Exchange Offer
pursuant to which the Holder of this Note shall have the right to exchange this
Note for Notes which have been registered under the Securities Act, in like
principal amount and having substantially identical terms as the Notes.

                  (b)      The Registration Rights Agreement provides for the
payment of Additional Interest in the event of the occurrence or continuance of
a Registration Default (as defined in the Registration Rights Agreement).

                  9.       Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. A Holder may transfer or exchange Notes in accordance with
the Indenture, provided that if the Company or an Affiliate thereof acts as
Paying Agent, it shall segregate the money held by it as Paying Agent and hold
it as a separate trust fund. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay to
it any taxes and fees required by law or permitted by the Indenture. The
Registrar shall not be required to exchange or register a transfer of any Note
for a period of 15 days immediately preceding the redemption of Notes, except
the unredeemed portion of any Note being redeemed in part.

                  10.      Persons Deemed Owners. The registered Holder of this
Note may be treated as the owner of this Note for all purposes.

                  11.      Unclaimed Money. If money for the payment of
principal or interest remains unclaimed for two years, the Trustee or Paying
Agent shall pay the money back to the Company at its written request. After
that, Holders entitled to the money must look to the Company for payment as
general creditors unless an "abandoned property" law designates another Person.

                  12.      Amendment, Supplement, Waiver, Etc. The Company, the
Guarantors, if any, and the Trustee (if a party thereto) may, without the
consent of the Holders of any outstanding Notes, amend, waive or supplement the
Indenture or the Notes for certain specified purposes, including, among other
things, curing ambiguities, defects or inconsistencies, maintaining

                                      A-8

<PAGE>

the qualification of the Indenture under the Trust Indenture Act of 1939, as
amended, providing for the assumption by a successor to the Company's or any
Guarantor's obligations under the Indenture and making any change that does not
adversely affect the legal rights under the Indenture of any Holder. Other
amendments and modifications of the Indenture or the Notes may be made by the
Company, the Guarantors, if any, and the Trustee with the consent of the Holders
of not less than a majority of the aggregate principal amount of the outstanding
Notes, subject to certain exceptions requiring the consent of the Holders of the
particular Notes to be affected.

                  13.      Restrictive Covenants. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional indebtedness, pay dividends on, redeem or
repurchase its Capital Stock, make certain investments, sell assets, create
restrictions on the payment of dividends or other amounts to the Company from
its Restricted Subsidiaries, enter into transactions with Affiliates, create
liens or consolidate, merge or sell all or substantially all of the assets of
the Company and the Subsidiary Guarantors and requires Holdings to provide
reports to Holders of the Notes. Such limitations are subject to a number of
important qualifications and exceptions. Pursuant to Section 4.06 of the
Indenture, the Company must annually report to the Trustee on compliance with
such limitations.

                  14.      Successor Corporation. When a successor corporation
assumes all the obligations of its predecessor under the Notes and the Indenture
and the transaction complies with the terms of Article Five of the Indenture,
the predecessor corporation shall, except as provided in Article Five of the
Indenture, be released from those obligations.

                  15.      Defaults and Remedies. Events of Default are set
forth in the Indenture. Subject to certain limitations in the Indenture, if an
Event of Default occurs and is continuing, then, and in each and every such case
(except as described below), either the Trustee, by notice in writing to the
Company, or the Holders of not less than 25% of the principal amount of the
Notes then outstanding, by notice in writing to the Company and the Trustee,
may, and the Trustee at the request of such Holders shall, declare due and
payable, if not already due and payable, the principal of and any accrued and
unpaid interest on all of the Notes; and upon any such declaration all such
amounts upon such Notes shall become and be immediately due and payable,
anything in the Indenture or in the Notes to the contrary notwithstanding. If an
Event of Default specified in Sections 6.01(8) and 6.01(9) of the Indenture
occurs with respect to the Company or any Significant Subsidiary, then the
principal of and any accrued and unpaid interest on all of the Notes shall
immediately become due and payable without any declaration or other act on the
part of the Trustee or any Holder. Holders may not enforce the Indenture or the
Notes except as provided in the Indenture. The Trustee may require indemnity
satisfactory to it before it enforces the Indenture or the Notes. Subject to
certain limitations, Holders of a majority in principal amount of the then
outstanding Notes may direct the Trustee in its exercise of any trust or power.
The Trustee may withhold from Holders notice of any continuing default (except a
default in payment of principal, premium, if any, or interest on the Notes) if
it determines that withholding notice is in their best interests.

                                      A-9

<PAGE>

                  16.      Trustee Dealings with Company. Subject to certain
limitations imposed by the Trust Indenture Act, the Trustee, in its individual
or any other capacity, may make loans to, accept deposits from, and perform
services for the Company or its Affiliates, and may otherwise deal with the
Company or its Affiliates, as if it were not Trustee.

                  17.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, agent, member, stockholder or
Affiliate of the Company or any Guarantor, as such, shall have any liability for
any obligations of the Company or the Guarantors under the Notes, the Indenture,
the Guarantees or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of Notes and Guarantees by accepting
a Note and a Guarantee waives and releases all such liabilities. The waiver and
release are part of the consideration for issuance of the Notes and the
Guarantees.

                  18.      Discharge. The Company's obligations pursuant to the
Indenture shall be discharged, except for obligations pursuant to certain
sections thereof, subject to the terms of the Indenture, upon the payment of all
the Notes or upon the irrevocable deposit with the Trustee of United States
dollars or Government Securities sufficient to pay when due principal of and
interest on the Notes to maturity or redemption, as the case may be.

                  19.      Guarantees. The Notes shall be entitled to the
benefits of certain Guarantees made for the benefit of the Holders. Reference is
hereby made to the Indenture for a statement of the respective rights,
limitations of rights, duties and obligations thereunder of the Guarantors, the
Trustee and the Holders.

                  20.      Authentication. This Note shall not be valid until
the Trustee signs the certificate of authentication on the other side of this
Note.

                  21.      Governing Law. THIS NOTE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. The Trustee, the
Company and the Guarantors agree to submit to the jurisdiction of the courts of
the State of New York in any action or proceeding arising out of or relating to
the Indenture or the Notes.

                  22.      Abbreviations. Customary abbreviations may be used in
the name of a Holder or an assignee, such as: TEN COM (= tenants in common),
TENANT (= tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

                  The Company shall furnish to any Holder upon written request
and without charge a copy of the Indenture. Requests may be made to:

                           Seminis Vegetable Seeds, Inc.
                           2700 Camino del Sol
                           Oxnard, California  93030-7967
                           Attn: General Counsel

                                      A-10

<PAGE>

                  With a copy to:

                           Milbank, Tweed, Hadley & McCloy LLP
                           1 Chase Manhattan Plaza
                           New York, New York  10005
                           Attn:  Howard Kelberg, Esq.

                                    and

                           Wachtell, Lipton, Rosen & Katz
                           51 West 52nd Street
                           New York, NY 10019
                           Attn:  Mitchell S. Presser, Esq.

                                      A-11

<PAGE>

                                   ASSIGNMENT

                  I or we assign and transfer this Note to:

  _____________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

  _____________________________________________________________________________
             (Print or type name, address and zip code of assignee)

                   and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

Date: ________________                 Your Signature: ________________________
                                                      (Sign exactly as your name
                                                      appears on the other side
                                                      of this Note)

Signature Guarantee: ______________________________

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-12

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have all or any part of this Note
purchased by the Company pursuant to Section 4.08 or Section 4.12 of the
Indenture, check the appropriate box:

         [ ]   Section 4.08                  [ ]    Section 4.12

                  If you want to have only part of the Note purchased by the
Company pursuant to Section 4.08 or Section 4.12 of the Indenture, state the
amount you elect to have purchased:

$ ______________________
   (multiple of $1,000)

Date: __________________

                                      Your Signature: _________________________
                                                      (Sign exactly as your name
                                                      appears on the face of
                                                      this Note)

________________________
Signature Guaranteed

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      A-13

<PAGE>

                                                                       EXHIBIT B

         [FORM OF LEGEND FOR 144A GLOBAL NOTES AND OTHER SECURITIES THAT
                           ARE RESTRICTED SECURITIES]

THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
         ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A)(1),(2),(3) OR (7) OF
         REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");

         (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
         WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
         ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
         THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
         FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
         SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF
         SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
         SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
         COMPANY, IF THE COMPANY SO REQUESTS, THAT SUCH TRANSFER IS IN
         COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
         BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
         LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE
         JURISDICTION; AND

                                      B-1
<PAGE>




         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR
         AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
         OF THIS LEGEND.

                  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
VIOLATION OF THE FOREGOING.

                                      B-2

<PAGE>

                  [FORM OF ASSIGNMENT FOR 144A GLOBAL NOTES AND
                OTHER SECURITIES THAT ARE RESTRICTED SECURITIES]

                  I or we assign and transfer this Note to:

  _____________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

  _____________________________________________________________________________
             (Print or type name, address and zip code of assignee)

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

                                   [Check One]

                  [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Rule 144A
thereunder.

                  or

                  [ ] (b) this Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture.

                  If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.

Date: __________________              Your Signature: _________________________
                                                      (Sign exactly as your name
                                                      appears on the face of
                                                      this Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      B-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

                  The transfer is being effected pursuant to and in accordance
with Rule 144A under the Securities Act, and, accordingly, the transferor hereby
further certifies that the beneficial interest or certificated Note is being
transferred to a Person that the transferor reasonably believed and believes is
purchasing the beneficial interest or certificated Note for its own account, or
for one or more accounts with respect to which such Person exercises sole
investment discretion, and such Person and each such account is a "qualified
institutional buyer" within the meaning of Rule 144A in a transaction meeting
the requirements of Rule 144A and such transfer is in compliance with any
applicable securities laws of any state of the United States. Upon consummation
of the proposed transfer in accordance with the terms of the Indenture, the
transferred beneficial interest or certificated Note shall be subject to the
restrictions on transfer enumerated on the Rule 144A Global Notes and/or the
certificated Note and in the Indenture and the Securities Act.

Dated: _______________________          ________________________________________
                                        NOTICE: To be executed by an executive
                                                officer

                                      B-4

<PAGE>

                                                                       EXHIBIT C

             [FORM OF LEGEND FOR TEMPORARY REGULATION S GLOBAL NOTE]

THIS SECURITY (OR ITS PREDECESSOR) HAS NOT BEEN REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY
NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES
OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS, EXCEPT AS SET FORTH IN
THE NEXT SENTENCE. BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN,
THE HOLDER:

         (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
         DEFINED IN RULE 144A UNDER THE SECURITIES ACT) (A "QIB"), (B) IT IS
         ACQUIRING THIS SECURITY IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
         REGULATION S UNDER THE SECURITIES ACT OR (C) IT IS AN INSTITUTIONAL
         "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501 (A)(1),(2),(3) OR (7) OF
         REGULATION D UNDER THE SECURITIES ACT) (AN "IAI");

         (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE TRANSFER THIS SECURITY
         EXCEPT (A) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, (B) TO A PERSON
         WHOM THE SELLER REASONABLY BELIEVES IS A QIB PURCHASING FOR ITS OWN
         ACCOUNT OR FOR THE ACCOUNT OF A QIB IN A TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 144A, (C) IN AN OFFSHORE TRANSACTION MEETING THE
         REQUIREMENTS OF RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES
         ACT, (D) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144 UNDER
         THE SECURITIES ACT, (E) TO AN IAI THAT, PRIOR TO SUCH TRANSFER,
         FURNISHES THE TRUSTEE A SIGNED LETTER CONTAINING CERTAIN
         REPRESENTATIONS AND AGREEMENTS RELATING TO THE TRANSFER OF THIS
         SECURITY (THE FORM OF WHICH CAN BE OBTAINED FROM THE TRUSTEE) AND, IF
         SUCH TRANSFER IS IN RESPECT OF AN AGGREGATE PRINCIPAL AMOUNT OF
         SECURITIES LESS THAN $250,000, AN OPINION OF COUNSEL ACCEPTABLE TO THE
         COMPANY, IF THE COMPANY SO REQUESTS, THAT SUCH TRANSFER IS IN
         COMPLIANCE WITH THE SECURITIES ACT, (F) IN ACCORDANCE WITH ANOTHER
         EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND
         BASED UPON AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY) OR (G)
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES
         LAWS OF ANY STATE OF

                                      C-1

<PAGE>

         THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND

         (3) AGREES THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS SECURITY OR
         AN INTEREST HEREIN IS TRANSFERRED A NOTICE SUBSTANTIALLY TO THE EFFECT
         OF THIS LEGEND.

                  AS USED HEREIN, THE TERMS "OFFSHORE TRANSACTION" AND "UNITED
STATES" HAVE THE MEANINGS GIVEN TO THEM BY RULE 902 OF REGULATION S UNDER THE
SECURITIES ACT. THE INDENTURE GOVERNING THIS SECURITY CONTAINS A PROVISION
REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS SECURITY IN
VIOLATION OF THE FOREGOING.

                                      C-2

<PAGE>

                [FORM OF ASSIGNMENT FOR REGULATION S GLOBAL NOTE]

                  I or we assign and transfer this Note to:

  _____________________________________________________________________________
             (Insert assignee's social security or tax I.D. number)

  _____________________________________________________________________________
             (Print or type name, address and zip code of assignee)

                  and irrevocably appoint:

                  Agent to transfer this Note on the books of the Company. The
Agent may substitute another to act for him.

                                   [Check One]

                  [ ] (a) this Note is being transferred in compliance with the
exemption from registration under the Securities Act provided by Regulation S
thereunder.

                  or

                  [ ] (b) this Note is being transferred other than in
accordance with (a) above and documents are being furnished which comply with
the conditions of transfer set forth in this Note and the Indenture.

                  If none of the foregoing boxes is checked, the Trustee or
Registrar shall not be obligated to register this Note in the name of any person
other than the Holder hereof unless and until the conditions to any such
transfer of registration set forth herein and in Sections 2.16 and 2.17 of the
Indenture shall have been satisfied.

Date: __________________               Your Signature: _________________________
                                                      (Sign exactly as your name
                                                      appears on the face of
                                                      this Note)

Signature Guarantee: ___________________________________________________________

                               SIGNATURE GUARANTEE

                  Signatures must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Registrar, which requirements
include membership or participation in the Security Transfer Agent Medallion
Program ("STAMP") or such other "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934, as amended.

                                      C-3

<PAGE>

              TO BE COMPLETED BY TRANSFEROR IF (a) ABOVE IS CHECKED

                  The transfer is being effected pursuant to and in accordance
with Rule 903 or Rule 904 under the Securities Act and, accordingly, the
transferor hereby further certifies that (i) the transfer is not being made to a
person in the United States and (x) at the time the buy order was originated,
the transferee was outside the United States or such transferor and any Person
acting on its behalf reasonably believed and believes that the transferee was
outside the United States or (y) the transaction was executed in, on or through
the facilities of a designated offshore securities market and neither such
transferor nor any Person acting on its behalf knows that the transaction was
prearranged with a buyer in the United States, (ii) no directed selling efforts
have been made in contravention of the requirements of Rule 903(b) or Rule
904(b) of Regulation S under the Securities Act, (iii) the transaction is not
part of a plan or scheme to evade the registration requirements of the
Securities Act and (iv) if the proposed transfer is being made prior to the
expiration of the restricted period under Regulation S, the transfer is not
being made to a U.S. Person or for the account or benefit of a U.S. Person
(other than an initial purchaser). Upon consummation of the proposed transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or certificated Note shall be subject to the restrictions on transfer enumerated
on the Regulation S Global Notes and/or the certificated Note and in the
Indenture and the Securities Act.

Dated: _______________________          ________________________________________
                                        NOTICE: To be executed by an executive
                                                officer

                                      C-4

<PAGE>

                                                                       EXHIBIT D

                        [FORM OF LEGEND FOR GLOBAL NOTE]

                  Any Global Note authenticated and delivered hereunder shall
bear a legend (which would be in addition to any other legends required in the
case of a Restricted Note) in substantially the following form:

                  This Note is a Global Note within the meaning of the Indenture
hereinafter referred to and is registered in the name of a Depositary or a
nominee of a Depositary. This Note is not exchangeable for Notes registered in
the name of a person other than the Depositary or its nominee except in the
limited circumstances described in the Indenture, and no transfer of this Note
(other than a transfer of this Note as a whole by the Depositary to a nominee of
the Depositary or by a nominee of the depositary to the depositary or another
nominee of the depositary) may be registered except in the limited circumstances
described in the Indenture.

                  Unless this Certificate is presented by an authorized
representative of The Depository Trust Company (a New York corporation) ("DTC")
to the issuer or its agent for registration of transfer, exchange, or payment,
and any Certificate issued is registered in the name of Cede & Co. or in such
other name as is requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), any transfer, pledge or other use hereof for
value or otherwise by or to any person is wrongful inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.

                                      D-1

<PAGE>

                                                                       EXHIBIT E

               [FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION
                     WITH TRANSFER PURSUANT TO REGULATION S]

Wells Fargo Bank, National Association
MAC E2818-176
17th Floor
707 Wilshire Blvd.
Los Angeles, CA 90017
Attention: Corporate Trust Administration

                  Re: Seminis Vegetable Seeds, Inc., a California corporation,
                      as issuer (the "Company"), 10 1/4 % Senior
                      Subordinated Notes Due 2013 (the "Notes")

Dear Sirs:

                  In connection with our proposed sale of $190,000,000 aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

                  (1)      the offer of the Notes was not made to a U.S. person
         or to a person in the United States;

                  (2)      either (a) at the time the buy offer was originated,
         the transferee was outside the United States or we and any person
         acting on our behalf reasonably believed that the transferee was
         outside the United States, or (b) the transaction was executed in, on
         or through the facilities of a designated off-shore securities market
         and neither we nor any person acting on our behalf knows that the
         transaction has been pre-arranged with a buyer in the United States;

                  (3)      no directed selling efforts have been made in the
         United States in contravention of the requirements of Rule 904(a) of
         Regulation S;

                  (4)      the transaction is not part of a plan or scheme to
         evade the registration requirements of the Securities Act; and

                  (5)      we have advised the transferee of the transfer
         restrictions applicable to the Notes.

                                      E-1

<PAGE>

                  You are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this certificate have the meanings set
forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferee]

                                        By: ____________________________________

                                      E-2

<PAGE>

                                                                       EXHIBIT F

                                   GUARANTEES

                  Each of the undersigned (the "Guarantors") hereby jointly and
severally unconditionally guarantees, to the extent set forth in the Indenture
dated as of September 29, 2003 by and among Seminis Vegetable Seeds, Inc., a
California corporation, as issuer (the "Company"), the Guarantors party thereto
and Wells Fargo Bank, National Association, as Trustee (as amended, restated or
supplemented from time to time, the "Indenture"), and subject to the provisions
of the Indenture, (a) the due and punctual payment of the principal of, and
premium, if any, and interest on the Notes, when and as the same shall become
due and payable, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on overdue principal of, and premium and, to the
extent permitted by law, interest, and the due and punctual performance of all
other obligations of the Company to the Holders or the Trustee, all in
accordance with the terms set forth in Article Ten of the Indenture, and (b) in
case of any extension of time of payment or renewal of any Notes or any of such
other obligations, that the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

                  The obligations of the Guarantors to the Holders and to the
Trustee pursuant to this Guarantee and the Indenture are expressly set forth in
Article Ten of the Indenture, and reference is hereby made to the Indenture for
the precise terms and limitations of this Guarantee. Each Holder of the Note to
which this Guarantee is endorsed, by accepting such Note, agrees to and shall be
bound by such provisions.

                  Each Guarantee shall be limited to an amount not to exceed the
maximum amount that can be guaranteed by such Guarantor after giving effect to
all of its other contingent and fixed liabilities without rendering such
Guarantee, as it relates to such Guarantor, voidable under applicable law
relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.

                  Capitalized terms used herein and not otherwise defined have
the meanings set forth in the Indenture.

                         [Signatures on Following Pages]

                                      F-1

<PAGE>

                  IN WITNESS WHEREOF, each of the Guarantors has caused this
Guarantee to be signed by a duly authorized officer.

                                        [                      ],
                                        as Guarantor

                                        By: ____________________________________
                                            Name:
                                            Title:

                                      F-2

<PAGE>

                                                                       EXHIBIT G

                            [FORM OF CERTIFICATE FROM
                  ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR]

Seminis Vegetable Seeds, Inc.
2700 Camino del Sol
Oxnard, California  93030-7967

Wells Fargo Bank, National Association
MAC E2818-176
17th Floor
707 Wilshire Blvd.
Los Angeles, CA 90017

                  Re: Seminis Vegetable Seeds, Inc., a California corporation,
                      as issuer (the "Company"), 10 1/4 % Senior Subordinated
                      Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
September 29, 2003 (the "Indenture"), by and among the Company, the Guarantors
party thereto, and Wells Fargo Bank, National Association, as trustee.
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.

                  In connection with our proposed purchase of $190,000,000
aggregate principal amount of:

                  (a)      [  ] a beneficial interest in a Global Note, or

                  (b)      [  ] a Definitive Note,

we confirm that:

         1.       We understand that any subsequent transfer of the Notes or any
interest therein is subject to certain restrictions and conditions set forth in
the Indenture and the undersigned agrees to be bound by, and not to resell,
pledge or otherwise transfer the Notes or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the "Securities Act").

         2.       We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes and any interest
therein may not be offered or sold except as permitted in the following
sentence. We agree, on our own behalf and on behalf of any accounts for which we
are acting as hereinafter stated, that if we should sell the Notes or any
interest therein, prior to the expiration of the holding period applicable to
sales of the Senior Notes under Rule 144(k) of the Securities Act, we shall do
so only (A) to the Company or any subsidiary thereof, (B) in accordance with
Rule 144A under the Securities Act to a "qualified institutional

                                      G-1

<PAGE>

buyer" (as defined therein), (C) to an institutional "accredited investor" (as
defined below) that, prior to such transfer, furnishes (or has furnished on its
behalf by a U.S. broker-dealer) to you and to the Company a signed letter
substantially in the form of this letter and, if such transfer is in respect of
a principal amount of Notes, at the time of transfer of less than $250,000, an
Opinion of Counsel in form reasonably acceptable to the Company to the effect
that such transfer is in compliance with the Securities Act, (D) outside the
United States in accordance with Rule 904 of Regulation S under the Securities
Act, (E) pursuant to the provisions of Rule 144(k) under the Securities Act or
(F) pursuant to an effective registration statement under the Securities Act,
and we further agree to provide to any person purchasing the Definitive Note or
beneficial interest in a Global Note from us in a transaction meeting the
requirements of clauses (A) through (E) of this paragraph a notice advising such
purchaser that resales thereof are restricted as stated herein.

         3.       We understand that, on any proposed resale of the Notes or
beneficial interest therein, we shall be required to furnish to you and the
Company such certifications, legal opinions and other information as you and the
Company may reasonably require to confirm that the proposed sale complies with
the foregoing restrictions. We further understand that the Notes purchased by us
shall bear a legend to the foregoing effect. We further understand that any
subsequent transfer by us of the Notes or beneficial interest therein acquired
by us must be effected through one of the Placement Agents.

         4.       We are an institutional "accredited investor" (as defined in
Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Notes, and
we and any accounts for which we are acting are each able to bear the economic
risk of our or its investment.

         5.       We are acquiring the Notes or beneficial interest therein
purchased by us for our own account or for one or more accounts (each of which
is an institutional "accredited investor") as to each of which we exercise sole
investment discretion.

                                      G-2

<PAGE>

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                        ________________________________________
                                        [Insert Name of Transferor]

                                        By: ____________________________________
                                            Name:
                                            Title:

Dated:  _____________, _____

                                      G-3
<PAGE>

                                                                       EXHIBIT H

                               [FORM OF LEGEND FOR
                       TEMPORARY REGULATION S GLOBAL NOTE]

                  THIS NOTE IS A TEMPORARY GLOBAL NOTE. PRIOR TO THE EXPIRATION
OF THE RESTRICTED PERIOD APPLICABLE HERETO, BENEFICIAL INTERESTS HEREIN MAY NOT
BE HELD BY ANY PERSON OTHER THAN (1) A NON-U.S. PERSON OR (2) A U.S. PERSON WHO
PURCHASED SUCH INTEREST IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), PURSUANT TO RULE 144A
THEREUNDER. BENEFICIAL INTERESTS HEREIN ARE NOT EXCHANGEABLE FOR PHYSICAL NOTES
OTHER THAN A PERMANENT GLOBAL NOTE IN ACCORDANCE WITH THE TERMS OF THE
INDENTURE. TERMS IN THIS LEGEND ARE USED AS USED IN REGULATION S UNDER THE
SECURITIES ACT.

                                       H-1