<Page>

                                                                     EXHIBIT 4.1

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


                                   INDENTURE,


                            Dated as of July 7, 2003,


                                      AMONG


                        MORTON'S RESTAURANT GROUP, INC.,


                                   as Issuer,


                          THE GUARANTORS NAMED HEREIN,


                                 as Guarantors,


                                       AND


                              THE BANK OF NEW YORK,


                       as Trustee and as Collateral Agent


                      7 1/2% SENIOR SECURED NOTES DUE 2010


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

<Page>

                              CROSS-REFERENCE TABLE

<Table>
<Caption>
TIA                                                                     INDENTURE
SECTION                                                                 SECTION
-------                                                                 -------
<S>                                                                     <C>
310(a)(1)...........................................................    7.10
   (a)(2)...........................................................    7.10
   (a)(3)...........................................................    7.10
   (a)(4)...........................................................    N.A.
   (a)(5)...........................................................    7.10
   (b)..............................................................    7.03; 7.08; 7.10
   (c)..............................................................    N.A.
311(a)..............................................................    7.03; 7.11
   (b)..............................................................    7.03; 7.11
   (c)..............................................................    7.03
312(a)..............................................................    2.05
   (b)..............................................................    7.07; 11.03
   (c)..............................................................    11.03
313(a)..............................................................    7.06
   (b)(1)...........................................................    7.06
   (b)(2)...........................................................    7.06
   (c)..............................................................    7.06
   (d)..............................................................    7.06
314(a)..............................................................    4.06; 4.08
   (b)..............................................................    12.03
   (c)(1)...........................................................    4.06; 11.04
   (c)(2)...........................................................    11.04
   (c)(3)...........................................................    4.06
   (d)..............................................................    12.04
   (e)..............................................................    11.05
   (f)..............................................................    N.A.
315(a)..............................................................    7.01(b)
   (b)..............................................................    7.05
   (c)..............................................................    7.01(a)
   (d)..............................................................    7.01(c)
   (e)..............................................................    6.11
316(a)(last sentence)...............................................    2.09
   (a)(1)(A)........................................................    6.05
   (a)(1)(B)........................................................    6.04
   (a)(2)...........................................................    N.A.
   (b)..............................................................    6.07
   (c)..............................................................    9.04
317(a)(1)...........................................................    6.08
   (a)(2)...........................................................    6.09
   (b)..............................................................    2.04
318(a)..............................................................    11.01
   (b)..............................................................    N.A.
   (c)..............................................................    11.01
</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

<Table>
<Caption>
                                                                                                              PAGE
<S>                                                                                                            <C>
ARTICLE ONE     DEFINITIONS AND INCORPORATION BY REFERENCE .....................................................1

     SECTION 1.01.    Definitions ..............................................................................1

     SECTION 1.02.    Incorporation by Reference of Trust Indenture Act .......................................26

     SECTION 1.03.    Rules of Construction ...................................................................26

ARTICLE TWO     THE NOTES .....................................................................................27

     SECTION 2.01.    Form and Dating .........................................................................27

     SECTION 2.02.    Execution and Authentication; Aggregate Principal Amount ................................28

     SECTION 2.03.    Registrar and Paying Agent ..............................................................28

     SECTION 2.04.    Obligations of Paying Agent .............................................................29

     SECTION 2.05.    Holder Lists ............................................................................29

     SECTION 2.06.    Transfer and Exchange ...................................................................29

     SECTION 2.07.    Replacement Notes .......................................................................30

     SECTION 2.08.    Outstanding Notes .......................................................................30

     SECTION 2.09.    Treasury Notes; When Notes Are Disregarded ..............................................30

     SECTION 2.10.    Temporary Notes .........................................................................31

     SECTION 2.11.    Cancellation ............................................................................31

     SECTION 2.12.    CUSIP Numbers ...........................................................................31

     SECTION 2.13.    Deposit of Moneys .......................................................................31

     SECTION 2.14.    Book-Entry Provisions for Global Notes ..................................................32

     SECTION 2.15.    Special Transfer Provisions .............................................................33

ARTICLE THREE   REDEMPTION ....................................................................................34

     SECTION 3.01.    Optional Redemption .....................................................................34

     SECTION 3.02.    Selection of Notes to Be Redeemed .......................................................34

     SECTION 3.03.    Notice of Redemption ....................................................................35

     SECTION 3.04.    Effect of Notice of Redemption ..........................................................36

     SECTION 3.05.    Deposit of Redemption Price .............................................................36

     SECTION 3.06.    Notes Redeemed in Part ..................................................................36

ARTICLE FOUR    COVENANTS .....................................................................................36

     SECTION 4.01.    Payment of Notes ........................................................................36

     SECTION 4.02.    Maintenance of Office or Agency .........................................................37

     SECTION 4.03.    Corporate Existence .....................................................................37

     SECTION 4.04.    Payment of Taxes and Other Claims .......................................................37
</Table>

                                      - i -
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                              PAGE
<S>                                                                                                            <C>
     SECTION 4.05.    Maintenance of Properties and Insurance .................................................37

     SECTION 4.06.    Compliance Certificate; Notice of Default ...............................................38

     SECTION 4.07.    [RESERVED] ..............................................................................38

     SECTION 4.08.    Reports to Holders ......................................................................38

     SECTION 4.09.    Waiver of Stay, Extension or Usury Laws .................................................39

     SECTION 4.10.    Limitation on Restricted Payments .......................................................39

     SECTION 4.11.    Limitation on Transactions with Affiliates ..............................................42

     SECTION 4.12.    Limitation on Incurrence of Additional Indebtedness .....................................43

     SECTION 4.13.    Limitation on Dividend and Other Payment Restrictions Affecting
                      Restricted Subsidiaries .................................................................44

     SECTION 4.14.    Additional Subsidiary Guarantees and Collateral Agreements ..............................45

     SECTION 4.15.    Limitation on Change of Control .........................................................46

     SECTION 4.16.    Limitation on Asset Sales ...............................................................48

     SECTION 4.17.    Impairment of Security Interest .........................................................50

     SECTION 4.18.    Limitation on Liens .....................................................................50

     SECTION 4.19.    Conduct of Business .....................................................................50

     SECTION 4.20.    Limitation on Issuances and Sales of Capital Stock of Subsidiaries ......................50

     SECTION 4.21.    Real Estate Mortgages and Recordings ....................................................51

     SECTION 4.22.    Limitation on Sale and Leaseback Transactions ...........................................52

     SECTION 4.23.    Payments For Consent ....................................................................52

ARTICLE FIVE    SUCCESSOR CORPORATION .........................................................................52

     SECTION 5.01.    Merger, Consolidation and Sale of Assets ................................................52

     SECTION 5.02.    Successor Corporation Substituted .......................................................54

ARTICLE SIX     DEFAULT AND REMEDIES ..........................................................................54

     SECTION 6.01.    Events of Default .......................................................................54

     SECTION 6.02.    Acceleration ............................................................................55

     SECTION 6.03.    Other Remedies ..........................................................................56

     SECTION 6.04.    Waiver of Past Defaults .................................................................56

     SECTION 6.05.    Control by Majority .....................................................................56

     SECTION 6.06.    Limitation on Suits .....................................................................57

     SECTION 6.07.    Rights of Holders to Receive Payment ....................................................57
</Table>

                                     - ii -
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                              PAGE
<S>                                                                                                            <C>
     SECTION 6.08.    Collection Suit by Trustee or Collateral Agent ..........................................57

     SECTION 6.09.    Trustee May File Proofs of Claim ........................................................57

     SECTION 6.10.    Priorities ..............................................................................58

     SECTION 6.11.    Undertaking for Costs ...................................................................58

     SECTION 6.12.    Restoration of Rights and Remedies ......................................................58

ARTICLE SEVEN   TRUSTEE .......................................................................................59

     SECTION 7.01.    Duties of Trustee .......................................................................59

     SECTION 7.02.    Rights of Trustee .......................................................................60

     SECTION 7.03.    Individual Rights of Trustee ............................................................61

     SECTION 7.04.    Trustee's Disclaimer ....................................................................61

     SECTION 7.05.    Notice of Default .......................................................................62

     SECTION 7.06.    Reports by Trustee to Holders ...........................................................62

     SECTION 7.07.    Compensation and Indemnity ..............................................................62

     SECTION 7.08.    Replacement of Trustee ..................................................................63

     SECTION 7.09.    Successor Trustee by Merger, Etc ........................................................64

     SECTION 7.10.    Eligibility; Disqualification ...........................................................64

     SECTION 7.11.    Preferential Collection of Claims Against Company .......................................65

     SECTION 7.12.    Trustee as Collateral Agent .............................................................65

     SECTION 7.13.    Co-Trustees, co-Collateral Agent and Separate Trustees, Collateral Agent ................65

     SECTION 7.14.    Form of Documents Delivered to Trustee ..................................................66

ARTICLE EIGHT   SATISFACTION AND DISCHARGE OF INDENTURE .......................................................67

     SECTION 8.01.    Legal Defeasance and Covenant Defeasance ................................................67

     SECTION 8.02.    Satisfaction and Discharge ..............................................................69

     SECTION 8.03.    Survival of Certain Obligations .........................................................69

     SECTION 8.04.    Acknowledgment of Discharge by Trustee ..................................................70

     SECTION 8.05.    Application of Trust Moneys .............................................................70

     SECTION 8.06.    Repayment to the Company; Unclaimed Money ...............................................70

     SECTION 8.07.    Reinstatement ...........................................................................70

ARTICLE NINE    AMENDMENTS, SUPPLEMENTS AND WAIVERS ...........................................................71

     SECTION 9.01.    Without Consent of Holders ..............................................................71
</Table>

                                     - iii -
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                              PAGE
<S>                                                                                                            <C>
     SECTION 9.02.    With Consent of Holders .................................................................71

     SECTION 9.03.    Compliance with TIA .....................................................................73

     SECTION 9.04.    Revocation and Effect of Consents .......................................................73

     SECTION 9.05.    Notation on or Exchange of Notes ........................................................73

     SECTION 9.06.    Trustee to Sign Amendments, Etc .........................................................74

     SECTION 9.07.    Conformity with Trust Indenture Act .....................................................74

ARTICLE TEN     GUARANTEE .....................................................................................74

     SECTION 10.01.   Guarantee ...............................................................................74

     SECTION 10.02.   Release of a Guarantor ..................................................................75

     SECTION 10.03.   Limitation of Guarantor's Liability .....................................................75

     SECTION 10.04.   Guarantors May Consolidate, etc., on Certain Terms ......................................75

     SECTION 10.05.   Contribution ............................................................................76

     SECTION 10.06.   Waiver of Subrogation ...................................................................76

     SECTION 10.07.   Evidence of Guarantee ...................................................................76

     SECTION 10.08.   Waiver of Stay, Extension or Usury Laws .................................................77

ARTICLE ELEVEN  MISCELLANEOUS .................................................................................77

     SECTION 11.01.   Trust Indenture Act Controls ............................................................77

     SECTION 11.02.   Notices .................................................................................77

     SECTION 11.03.   Communications by Holders with Other Holders ............................................78

     SECTION 11.04.   Certificate and Opinion as to Conditions Precedent ......................................78

     SECTION 11.05.   Statements Required in Certificate or Opinion ...........................................79

     SECTION 11.06.   Rules by Trustee, Paying Agent, Registrar ...............................................79

     SECTION 11.07.   Legal Holidays ..........................................................................79

     SECTION 11.08.   Governing Law ...........................................................................79

     SECTION 11.09.   No Adverse Interpretation of Other Agreements ...........................................80

     SECTION 11.10.   No Recourse Against Others ..............................................................80

     SECTION 11.11.   Successors ..............................................................................80

     SECTION 11.12.   Duplicate Originals .....................................................................80

     SECTION 11.13.   Severability ............................................................................80

     SECTION 11.14.   Waiver of Jury Trial ....................................................................80
</Table>

                                     - iv -
<Page>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                              PAGE
<S>                                                                                                           <C>
ARTICLE TWELVE  AGREEMENT TO SUBORDINATE SECURITY INTERESTS; SECURITY .........................................81

     SECTION 12.01.   Grant of Security Interest ..............................................................81

     SECTION 12.02.   Intercreditor Agreement .................................................................81

     SECTION 12.03.   Recording and Opinions ..................................................................81

     SECTION 12.04.   Release of Collateral ...................................................................82

     SECTION 12.05.   Specified Releases of Collateral ........................................................83

     SECTION 12.06.   Release upon Satisfaction or Defeasance of all Outstanding Obligations ..................84

     SECTION 12.07.   Form and Sufficiency of Release .........................................................84

     SECTION 12.08.   Purchaser Protected .....................................................................84

     SECTION 12.09.   Authorization of Actions to Be Taken by the Collateral Agent Under the Collateral
                      Agreements ..............................................................................85

     SECTION 12.10.   Authorization of Receipt of Funds by the Collateral Agent Under the Collateral
                      Agreements ..............................................................................85

Exhibit A     -       Form of Initial Note ...................................................................A-1
Exhibit B     -       Form of Exchange Note ..................................................................B-1
Exhibit C     -       Form of Legend for Global Notes ........................................................C-1
Exhibit D     -       Form of Certificate to Be Delivered in Connection with Transfers to Non-QIB
                        Accredited Investors .................................................................D-1
Exhibit E     -       Form of Certificate to Be Delivered in Connection with Transfers Pursuant to
                        Regulation S .........................................................................E-1
</Table>

NOTE: This Table of Contents shall not, for any purpose, be deemed to be part of
this Indenture.

                                      - v -
<Page>

          INDENTURE, dated as of July 7, 2003, among Morton's Restaurant Group,
Inc., a Delaware corporation (the "Company"), the Guarantors (as herein defined)
and The Bank of New York, as Trustee (in such capacity, the "TRUSTEE") and
Collateral Agent (in such capacity, the "COLLATERAL AGENT").

                                   WITNESSETH:

          WHEREAS, the Company and the Guarantors (with respect to the
Guarantees) have duly authorized the creation of an issue of 7 1/2% Senior
Secured Notes due 2010 (the "INITIAL NOTES"), and 7 1/2% Senior Secured Exchange
Notes due 2010 (the "EXCHANGE NOTES," and collectively with the Initial Notes
and any Additional Notes (as herein defined), the "NOTES") and the Guarantees
(as herein defined) and, to provide therefor, the Company and the Guarantors
have duly authorized the execution and delivery of this Indenture; and

          WHEREAS, all things necessary to make the Notes, when each is duly
issued and executed by the Company, and authenticated and delivered hereunder,
the valid obligations of each of the Company, and to make this Indenture a valid
and binding agreement of each of the Company and the Guarantors, have been done.

          NOW, THEREFORE, each party hereto agrees as follows for the benefit of
the other parties and for the equal and ratable benefit of the Holders:

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01.  DEFINITIONS.

          "ACCELERATION NOTICE" has the meaning set forth in SECTION 6.02(a).

          "ACCRETED VALUE" means, as of any date (the "Specified Date"), with
respect to each $1,000 principal amount at maturity of Notes:

          (1) if the Specified Date is one of the following dates (each, a
"Semi-Annual Accrual Date"), the amount set forth opposite such date below:

<Table>
<Caption>
          Semi-Annual Accrual Date                                     Accreted Value
          ------------------------                                     --------------
          <S>                                                            <C>
          Issue Date................................................     $    850.00
          January 1, 2004...........................................     $    857.24
          July 1, 2004..............................................     $    865.15
          January 1, 2005...........................................     $    873.47
          July 1, 2005..............................................     $    882.24
          January 1, 2006...........................................     $    891.48
          July 1, 2006..............................................     $    901.20
          January 1, 2007...........................................     $    911.43
          July 1, 2007..............................................     $    922.21
          January 1, 2008...........................................     $    933.57
          July 1, 2008..............................................     $    945.52
          January 1, 2009...........................................     $    958.10
          July 1, 2009..............................................     $    971.35
          January 1, 2010...........................................     $    985.31
          July 1, 2010..............................................     $  1,000.00
</Table>

<Page>

          (2) if the Specified Date occurs between two Semi-Annual Accrual
Dates, the sum of (A) the Accreted Value for the Semi-Annual Accrual Date
immediately preceding the Specified Date and (B) an amount equal to the product
of (a) the difference of (x) the Accreted Value for the immediately following
Semi-Annual Accrual Date and (y) the Accreted Value for the immediately
preceding Semi-Annual Accrual Date and (b) a fraction, the numerator of which is
the number of days elapsed from the immediately preceding Semi-Annual Accrual
Date to the Specified Date, calculated on a basis of a 360 day year comprised of
twelve 30 day months, and the denominator of which is 180 days, except for the
period from the Issue Date to the first Semi-Annual Accrual Date immediately
succeeding the Issue Date, which is 174 days.

          "ACQUIRED INDEBTEDNESS" means Indebtedness of a Person or any of its
Subsidiaries existing at the time such Person becomes a Restricted Subsidiary of
the Company or at the time it merges or consolidates with or into the Company or
any of its Restricted Subsidiaries or assumed in connection with the acquisition
of assets from such Person and in each case not incurred by such Person in
connection with, or in anticipation or contemplation of, such Person becoming a
Restricted Subsidiary of the Company or such acquisition, merger or
consolidation.

          "ADDITIONAL NOTES" means any Notes, other than Exchange Notes, issued
after the Issue Date from time to time in accordance with the terms of this
Indenture including, without limitation, the provisions of SECTIONS 2.02 and
4.12.

          "ADMINISTRATIVE AGENT" means (1) until such time as an administrative
agent or other agent has been appointed by the Lenders under the Credit
Agreement to act in such capacity, the initial Lender thereunder and (2) from
such time any administrative or other agent has been appointed by the Lenders
under the Credit Agreement to act in such capacity, such administrative agent or
other agent.

          "AFFILIATE" means, with respect to any specified Person, any other
Person who directly or indirectly through one or more intermediaries controls,
or is controlled by, or is under common control with, such specified Person. The
term "control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a Person,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative of the
foregoing. A Person shall not be deemed an "Affiliate" of the Company or any of
its Restricted Subsidiaries solely as a result of such Person being a joint
venture partner of the Company or any of its Subsidiaries.

          "AGENT" means any Registrar, Paying Agent or co-Registrar.

          "AGENT MEMBERS" has the meaning set forth in SECTION 2.14(a) and
means, with respect to the Depository, Euroclear or Clearstream, a Person who
has an account with the Depository, Euroclear or Clearstream, respectively (and,
with respect to the Depository, shall include Euroclear and Clearstream).

          "APPLICABLE PROCEDURES" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depository, Euroclear and Clearstream that apply to such
transfer or exchange.

          "ASSET ACQUISITION" means (1) an Investment by the Company or any
Restricted Subsidiary of the Company in any other Person pursuant to which such
Person shall become a Restricted Subsidiary of the Company or any Restricted
Subsidiary of the Company, or shall be merged with or into the Company or any
Restricted Subsidiary of the Company, or (2) the acquisition by the Company or
any Restricted Subsidiary of the Company of the assets of any Person (other than
a Restricted Subsidiary of the Company) which constitute all or substantially
all of the assets of such Person or comprise any

                                      - 2 -
<Page>

division or line of business of such Person or any other properties or assets of
such Person other than in the ordinary course of business.

          "ASSET SALE" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by (x) the Company or any
of its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Guarantor or (y) a Foreign Restricted
Subsidiary to any Person other than the Company or a Wholly-Owned Subsidiary of
the Company of: (1) any Capital Stock of any Restricted Subsidiary of the
Company (other than any issuance pursuant to clause (2) or (3) of SECTION 4.20);
or (2) any other property or assets of the Company or any Restricted Subsidiary
of the Company other than in the ordinary course of business; PROVIDED, HOWEVER,
that asset sales or other dispositions shall not include: (a) a transaction or
series of related transactions for which the Company or its Restricted
Subsidiaries receive aggregate consideration of less than $2.5 million; (b) the
sale, lease, conveyance, disposition or other transfer of all or substantially
all of the assets (determined on a consolidated basis) of the Company as
permitted under SECTION 5.01; (c) any Restricted Payment permitted by SECTION
4.10 or that constitutes a Permitted Investment; (d) sales or other dispositions
of inventory, accounts receivable or other current assets in the ordinary course
of business; (e) the granting of a Permitted Lien; (f) the sale of Cash
Equivalents; (g) the sale, disposal, replacement or abandonment of used, worn
out, obsolete or surplus equipment or other property or assets that are no
longer used or useful in the business of the Company or its Restricted
Subsidiaries (including, without limitation, the dissolution of any Subsidiary
of the Company to the extent permitted pursuant to this Indenture); (h) the sale
or discount, in each case without recourse, of accounts receivable arising in
the ordinary course of business, but only in connection with the compromise or
collection thereof; (i) the good faith surrender or waiver of contract rights or
the settlement, release or surrender of claims of any kind; (j) the sale or
other disposal of property or assets pursuant to the exercise of any remedies
pursuant to the Credit Agreement or the other security documents relating to any
Indebtedness permitted hereunder; (k) the licensing or grant of rights or
interests in intellectual property to the extent that any such license or grant
does not prohibit the Company and its Restricted Subsidiaries from using such
intellectual property or require the Company and its Restricted Subsidiaries to
pay any fees for any such use; and (l) the sale or other transfer of assets to
franchisees in the ordinary course of business.

          "ATTRIBUTABLE DEBT" in respect of a Sale and Leaseback Transaction
means, as at the time of determination, the present value (discounted at the
interest rate borne by the Notes) of the total obligations of the lessee for
rental payments during the remaining term of the lease included in such Sale and
Leaseback Transaction (including any period for which such lease has been
extended); PROVIDED THAT if such Sale and Leaseback Transaction results in a
Capitalized Lease Obligation, the amount of Indebtedness represented thereby
will be determined in accordance with the definition of such term.

          "AUTHENTICATING AGENT" has the meaning set forth in SECTION 2.02.

          "BANKRUPTCY CODE" means the Bankruptcy Reform Act of 1978, as amended,
and codified as 11 U.S.C. Sections101 et seq.

          "BOARD OF DIRECTORS" means, as to any Person, the board of directors
(or similar governing body) of such Person or any duly authorized committee
thereof.

          "BOARD RESOLUTION" means, with respect to any Person, a copy of a
resolution certified by the Secretary or an Assistant Secretary of such Person
to have been duly adopted by the Board of Directors of such Person and to be in
full force and effect on the date of such certification.

          "BUSINESS DAY" means a day that is not a Legal Holiday.

                                      - 3 -
<Page>

          "CAPITAL STOCK" means:

          (1)     with respect to any Person that is a corporation, any and all
shares, interests, participations or other equivalents (however designated and
whether or not voting) of corporate stock, including each class of Common Stock
and Preferred Stock of such Person and all options, warrants and other rights to
purchase or acquire any of the foregoing; and

          (2)     with respect to any Person that is not a corporation, any and
all partnership, membership or other equity interests of such Person and all
options, warrants and other rights to purchase or acquire any of the foregoing.

          "CAPITALIZED LEASE OBLIGATION" means, as to any Person, the
obligations of such Person under a lease that are required to be classified and
accounted for as capital lease obligations under GAAP and, for purposes of this
definition, the amount of such obligations at any date shall be the capitalized
amount of such obligations at such date, determined in accordance with GAAP.

          "CASH EQUIVALENTS" means:

          (1)     marketable direct obligations issued by, or unconditionally
guaranteed by, the United States Government or issued by any agency thereof and
backed by the full faith and credit of the United States, in each case maturing
within one year from the date of acquisition thereof;

          (2)     marketable direct obligations issued by any state of the
United States of America or any political subdivision of any such state or any
public instrumentality thereof maturing within one year from the date of
acquisition thereof and, at the time of acquisition, having one of the two
highest ratings obtainable from either Standard & Poor's Ratings Service, a
division of The McGraw Hill Companies, Inc. ("S&P") or Moody's Investors
Service, Inc. ("Moody's");

          (3)     commercial paper maturing no more than one year from the date
of creation thereof and, at the time of acquisition, having a rating of at least
A-1 from S&P or at least P-1 from Moody's;

          (4)     certificates of deposit or bankers' acceptances maturing
within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States of America or any state thereof or
the District of Columbia or any U.S. branch of a foreign bank having at the date
of acquisition thereof combined net capital and surplus of not less than $250.0
million;

          (5)     repurchase obligations with a term of not more than seven days
for underlying securities of the types described in clause (1) above entered
into with any bank meeting the qualifications specified in clause (4) above;

          (6)     investments in money market funds which invest substantially
all their assets in securities of the types described in clauses (1) through (5)
above; and

          (7)     investments made by Foreign Restricted Subsidiaries in local
currencies in instruments issued by or with entities in such jurisdictions
having correlative and comparable attributes to the foregoing.

                                      - 4 -
<Page>

          "CHANGE OF CONTROL" means the occurrence of one or more of the
following events:

          (1)     after the first public offering of common stock of the Company
after the Issue Date, any "person" (as such term is used in Sections 13(d) and
14(d) of the Exchange Act), other than one or more Permitted Holders, is or
becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the
Exchange Act, except that for purposes of this clause (1) such person shall be
deemed to have "beneficial ownership" of all shares that any such person has the
right to acquire, whether such right is exercisable immediately or only after
the passage of time), directly or indirectly, of more than 35% of the total
voting power of the Voting Stock of the Company, and one or more Permitted
Holders beneficially own, directly or indirectly, in the aggregate a lesser
percentage of the total voting power of the Voting Stock of the Company than
such other Person and do not have the right or ability by voting power, contract
or otherwise to elect or designate for election a majority of the Board of
Directors of the Company;

          (2)     individuals who on the Issue Date constituted the Board of
Directors of the Company (together with any new directors whose election by such
Board of Directors of the Company or whose nomination for election by the
shareholders of the Company was approved by a vote of a majority of the
directors of the Company then still in office who were either directors on the
Issue Date or whose election or nomination for election was previously so
approved) cease for any reason to constitute a majority of the Board of
Directors of the Company then in office;

          (3)     the approval by the holders of Capital Stock of the Company of
a plan for the liquidation or dissolution of the Company; or

          (4)     the merger or consolidation of the Company with or into
another Person or the merger of another Person with or into the Company, or the
sale of all or substantially all the assets of the Company (determined on a
consolidated basis) to another Person (other than, in all such cases, a Person
that is controlled by one or more of the Permitted Holders), other than a
transaction following which (A) in the case of a merger or consolidation
transaction, holders of securities that represented 100% of the Voting Stock of
the Company immediately prior to such transaction (or other securities into
which such securities are converted as part of such merger or consolidation
transaction) own directly or indirectly at least a majority of the voting power
of the Voting Stock of the surviving Person in such merger or consolidation
transaction immediately after such transaction or have the right or ability by
voting power, contract or otherwise to elect or designate for election a
majority of the Board of Directors of the Company and (B) in the case of a sale
of assets transaction, each transferee becomes an obligor in respect of the
Notes and a Subsidiary of the transferor of such assets.

          "CHANGE OF CONTROL DATE" has the meaning set forth in SECTION 4.15(b).

          "CHANGE OF CONTROL OFFER" has the meaning set forth in SECTION
4.15(a).

          "CHANGE OF CONTROL PAYMENT DATE" has the meaning set forth in SECTION
4.15(b)(2).

          "CLEARSTREAM" means Clearstream Banking, societe anonyme.

          "COLLATERAL" shall mean, as the context may require, (1) "Collateral"
as such term is defined in the Security Agreement, the Pledge Agreement and/or
any Trademark Security Agreement and/or (2) all property mortgaged under the
Mortgages.

          "COLLATERAL AGENT" means the party named as such in this Indenture
until a successor replaces it in accordance with the provisions of this
Indenture and thereafter means such successor.

                                      - 5 -
<Page>

          "COLLATERAL AGREEMENTS" means, collectively, the Security Agreement,
the Pledge Agreement, each Trademark Security Agreement and each Mortgage, in
each case, as the same may be amended, supplemented or modified from time to
time in accordance with its terms.

          "COMMISSION" means the Securities and Exchange Commission.

          "COMMON STOCK" of any Person means any and all shares, interests or
other participations in, and other equivalents (however designated and whether
voting or non-voting) of such Person's common stock, whether outstanding on the
Issue Date or issued after the Issue Date, and includes, without limitation, all
series and classes of such common stock.

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

          "CONSOLIDATED EBITDA" means, with respect to any Person, for any
period, the sum (without duplication) of:

          (1)     Consolidated Net Income; and

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

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

                  (b)     Consolidated Interest Expense, amortization expense
     and depreciation expense; and

                  (c)     Consolidated Non-cash Charges less any non-cash items
     increasing Consolidated Net Income for such period,

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

          "CONSOLIDATED FIXED CHARGE COVERAGE RATIO" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four
consecutive full fiscal quarters (the "Four Quarter Period") most recently
ending on or prior to the date of the transaction or event giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio for which
financial statements are available (the "Transaction Date") to Consolidated
Fixed Charges of such Person for the Four Quarter Period. In addition to and
without limitation of the foregoing, for purposes of this definition,
"Consolidated EBITDA" and "Consolidated Fixed Charges" shall be calculated after
giving effect on a pro forma basis for the period of such calculation to:

          (1)     the incurrence or repayment of any Indebtedness of such Person
or any of its Restricted Subsidiaries or the issuance or redemption or other
repayment of any Preferred Stock by such Person or any of its Restricted
Subsidiaries (and, in each case, the application of the proceeds thereof) giving
rise to the need to make such calculation and any incurrence or repayment of
other Indebtedness or the issuance or redemption or other repayment of any
Preferred Stock (and, in each case, the application of the proceeds thereof),
other than the incurrence or repayment of Indebtedness in the ordinary course of
business for working capital purposes pursuant to working capital facilities,
occurring during the Four Quarter Period or at any time subsequent to the last
day of the Four Quarter Period and on or prior to the

                                      - 6 -
<Page>

Transaction Date, as if such incurrence or repayment, as the case may be (and
the application of the proceeds thereof), occurred on the first day of the Four
Quarter Period; and

          (2)     any Asset Sale or other disposition or Asset Acquisition
(including, without limitation, any Asset Acquisition giving rise to the need to
make such calculation as a result of such Person or one of its Restricted
Subsidiaries (including any Person who becomes a Restricted Subsidiary as a
result of any such Asset Acquisition) incurring, assuming or otherwise being
liable for Acquired Indebtedness) during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or other disposition or Asset
Acquisition (including the incurrence, assumption or liability for any such
Indebtedness or Acquired Indebtedness and also including any Consolidated EBITDA
associated with the assets that are the subject of such Asset Sale or other
disposition or Asset Acquisition) occurred on the first day of the Four Quarter
Period.

          Furthermore, in calculating "Consolidated Fixed Charges" for purposes
of determining:

          (1)     the denominator (but not the numerator) of this "Consolidated
Fixed Charge Coverage Ratio":

                  (a)     interest on outstanding Indebtedness determined on a
     fluctuating basis as of the Transaction Date (including Indebtedness
     actually incurred on the Transaction Date) and which will continue to be so
     determined thereafter shall be deemed to have accrued at a fixed rate per
     annum equal to the rate of interest on such Indebtedness in effect on the
     Transaction Date; and

                  (b)     notwithstanding clause (a) above, interest on
     Indebtedness determined on a fluctuating basis, to the extent such interest
     is covered by agreements relating to Interest Swap Obligations, shall be
     deemed to accrue at the rate per annum resulting after giving effect to the
     operation of such agreements; and

          (2)     the numerator (but not the denominator) of this "Consolidated
Fixed Charge Coverage Ratio", Consolidated EBITDA for such Four Quarter Period
shall be increased by the aggregate amount of pre-opening costs incurred by the
Company and its Restricted Subsidiaries during such period to the extent
Consolidated Net Income during such period was reduced thereby.

          "CONSOLIDATED FIXED CHARGES" means, with respect to any Person for any
period, the sum, without duplication, of:

          (1)     Consolidated Interest Expense (excluding amortization or
write-off of deferred financing costs and debt issuance costs of such Person and
its consolidated Restricted Subsidiaries during such period and any premium or
penalty paid in connection with redeeming or retiring Indebtedness of such
Person and its consolidated Restricted Subsidiaries prior to the stated maturity
thereof pursuant to the agreements governing such Indebtedness); plus

          (2)     the product of (x) the amount of all dividend payments on any
series of Preferred Stock of such Person (other than dividends paid in Qualified
Capital Stock) or, to the extent permitted hereunder, its Restricted
Subsidiaries paid in cash during such period to any Person other than such
Person or any of its Restricted Subsidiaries times (y) a fraction, the numerator
of which is one and the denominator of which is one minus the then current
effective consolidated federal, state and local tax rate of such Person,
expressed as a decimal.

                                      - 7 -
<Page>

          "CONSOLIDATED INTEREST EXPENSE" means, with respect to any Person for
any period, the aggregate of the interest expense of such Person and its
Restricted Subsidiaries for such period, on a consolidated basis, as determined
in accordance with GAAP, and including, without duplication, (a) all
amortization of original issue discount, (b) the interest component of
Capitalized Lease Obligations paid, accrued and/or scheduled to be paid or
accrued by such Person and its Restricted Subsidiaries during such period, and
(c) net cash costs under all Interest Swap Obligations, other than any cash
costs paid to unwind Interest Rate Obligations existing on and prior to the
Issue Date, excluding, however, any amount of such interest expense of any
Restricted Subsidiary if (A) the net income of such Restricted Subsidiary is
excluded in the calculation of Consolidated Net Income pursuant to clause (4) of
the definition thereof (but only in the same proportion as the net income of
such Restricted Subsidiary is excluded from the calculation of Consolidated Net
Income pursuant to clause (4) of the definition thereof) or (B) on or prior to
the Issue Date, money has been set aside for the payment of such interest and at
the time of determination is held to secure such payment thereof.

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

          (1)     after-tax gains and losses from Asset Sales (without regard to
the $2.5 million limitation set forth in the definition thereof) or abandonments
or reserves relating thereto;

          (2)     after-tax items classified as extraordinary or nonrecurring
gains or losses;

          (3)     gains and losses due solely to fluctuations in currency values
and the related tax effects according to GAAP;

          (4)     only for purposes of calculating cumulative Consolidated Net
Income for purposes of SECTION 4.10, the net income of any Restricted Subsidiary
of the referent Person to the extent that the declaration of dividends or
similar distributions by that Restricted Subsidiary of that income is restricted
by a contract, operation of law or otherwise;

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

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

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

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

          "CONSOLIDATED NON-CASH CHARGES" means, with respect to any Person, for
any period, the aggregate depreciation, amortization and other non-cash expenses
of such Person and its Restricted Subsidiaries reducing Consolidated Net Income
of such Person and its Restricted Subsidiaries for such

                                      - 8 -
<Page>

period, determined on a consolidated basis in accordance with GAAP (excluding
any such charges constituting an extraordinary item or loss or any such charge
which requires an accrual of or a reserve for cash charges for any future
period).

          "CORPORATE TRUST OFFICE" means the office of the Trustee at which the
corporate trust business of the Trustee shall, at any particular time, be
principally administered, which office is, at the date of this Indenture,
located at The Bank of New York, 101 Barclay Street, Floor 8 West, New York, New
York 10286.

          "COVENANT DEFEASANCE" has the meaning set forth in SECTION 8.01(c).

          "CREDIT AGREEMENT" means the Loan and Security Agreement dated as of
July 7, 2003, between the Company and Wells Fargo Foothill, Inc. (together with
its successors and assigns, the "Lenders"), together with the related documents
thereto (including, without limitation, any guarantee agreements and security
documents), in each case as such agreements may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreement extending the maturity of, refinancing,
replacing or otherwise restructuring (including increasing the amount of
available borrowings thereunder (PROVIDED, HOWEVER, that such increase in
borrowings is permitted under clause (2) of the definition of the term
"Permitted Indebtedness") or adding Subsidiaries of the Company as additional
borrowers or guarantors thereunder) all or any portion of the Indebtedness under
such agreement or any successor or replacement agreement and whether by the same
or any other agent, lender or group of lenders.

          "CURRENCY AGREEMENT" means any foreign exchange contract, currency
swap agreement or other similar agreement or arrangement designed to protect the
Company or any Restricted Subsidiary of the Company against fluctuations in
currency values.

          "CUSTODIAN" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any Bankruptcy Code.

          "DEFAULT" means an event or condition the occurrence of which is, or
with the lapse of time or the giving of notice or both would be, an Event of
Default.

          "DEPOSITORY" means The Depository Trust Company, its nominees and
successors ("DTC").

          "DISQUALIFIED CAPITAL STOCK" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder
thereof), or upon the happening of any event (other than an event which would
constitute a Change of Control), matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or is redeemable at the sole option
of the holder thereof (except in each case, upon the occurrence of a Change of
Control) on or prior to the date which is 91 days after the final maturity date
of the Notes for cash or is convertible into or exchangeable for debt securities
of the Company or its Subsidiaries at any time prior to such date; PROVIDED THAT
any Capital Stock that would not constitute Disqualified Capital Stock but for
the provisions thereof giving holders the right to require such Person to
repurchase or redeem such Capital Stock upon the occurrence of an "asset sale"
or "change of control" occurring prior to the stated maturity of the Notes shall
not constitute Disqualified Capital Stock if the "asset sale" or "change of
control" provisions applicable to such Capital Stock are no more favorable to
the holders of such Capital Stock than the provisions contained in SECTION 4.15
and SECTION 4.16 and such Capital Stock specifically provides that such Person
will not repurchase or redeem any such stock

                                      - 9 -
<Page>

pursuant to such provisions prior to the Company's repurchase of such Notes as
are required to be repurchased pursuant to such covenants.

          "DOMESTIC RESTRICTED SUBSIDIARY" means any Restricted Subsidiary of
the Company that is not a Foreign Restricted Subsidiary.

          "EQUITY OFFERING" means any private or public offering of Qualified
Capital Stock of the Company or any holding company of the Company.

          "EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear system.

          "EVENT OF DEFAULT" has the meaning set forth in SECTION 6.01.

          "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended,
or any successor statute or statutes thereto.

          "EXCHANGE NOTES" has the meaning set forth in the preamble to this
Indenture.

          "EXCHANGE OFFER" means an exchange offer that may be made by the
Company, pursuant to the Registration Rights Agreement, to exchange for any and
all the Initial Notes a like aggregate principal amount at maturity of Exchange
Notes having substantially identical terms to the Notes registered under the
Securities Act.

          "EXCLUDED ASSETS" means (i) any leasehold interest of the Company or
any of its Domestic Restricted Subsidiaries in real property, (ii) the property
subject to a Permitted Sale and Leaseback Transaction or any other real property
currently owned or acquired after the Issue Date by the Company or any of its
Domestic Restricted Subsidiaries that is not required to be encumbered by a
Mortgage, (iii) assets (other than the right to receive payment) owned by the
Company or any of its Domestic Restricted Subsidiaries on the Issue Date or
thereafter if the granting of a Lien thereon is prohibited by law or an
enforceable contract with a third party unless any required consent shall have
been obtained, (iv) Capital Stock of each Foreign Subsidiary directly owned by
the Company or any of its Domestic Restricted Subsidiaries to the extent that
such Capital Stock held by the Company or such Domestic Restricted Subsidiary,
as the case may be, exceeds 65% of the Capital Stock of such Foreign Subsidiary,
(v) any Capital Stock of the Company's Subsidiaries constituting "Excluded
Equity Interests" as defined in the Pledge Agreement and the Security Agreement
and (vi) any other assets owned or acquired by the Company or any of its
Domestic Restricted Subsidiaries that are not required to constitute Collateral
pursuant to the terms of the Collateral Agreements.

          "FAIR MARKET VALUE" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction. Fair Market
Value shall be determined by the Board of Directors of the Company acting
reasonably and in good faith and if such value exceeds $5.0 million, shall be
evidenced by a Board Resolution of the Board of Directors of the Company.

          "FOREIGN CREDIT FACILITY" means a credit facility entered into by a
Foreign Restricted Subsidiary.

          "FOREIGN RESTRICTED SUBSIDIARY" means any Foreign Subsidiary that is a
Restricted Subsidiary.

                                     - 10 -
<Page>

          "FOREIGN SUBSIDIARY" means any Subsidiary of the Company (1) which is
organized under the laws of any jurisdiction outside of the United States of
America, (2) which conducts the major portion of its business outside of the
United States of America and (3) all or substantially all of the property and
assets of which are located outside of the United States of America.

          "GAAP" means accounting principles generally accepted in the United
States set forth in the opinions and pronouncements of the Accounting Principles
Board of the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as may be approved by a significant segment of
the accounting profession of the United States, which are in effect from time to
time.

          "GLOBAL NOTE" has the meaning set forth in SECTION 2.01.

          "GUARANTEE", "GUARANTY" and "SUBSIDIARY GUARANTY" have the meaning
assigned to "Guarantee" in SECTION 10.01.

          "GUARANTOR" means (1) all Domestic Restricted Subsidiaries of the
Company existing on the Issue Date and (2) each of the Company's Domestic
Restricted Subsidiaries that in the future executes a supplemental indenture in
which such Domestic Restricted Subsidiary agrees to be bound by the terms of
this Indenture as a Guarantor; PROVIDED THAT any Person constituting a Guarantor
as described above shall cease to constitute a Guarantor when its respective
Guarantee is released in accordance with the terms hereof.

          "HOLDER" and "NOTEHOLDER" mean the Person in whose name a Note is
registered on the Registrar's books.

          "IMMATERIAL SUBSIDIARY" means any Restricted Subsidiary of the Company
(i) that is a Foreign Restricted Subsidiary or (ii) that has no material assets
other than assets relating to a single restaurant that at the time of
determination is not operational.

          "INCUR" has the meaning set forth in SECTION 4.12.

          "INDEBTEDNESS" means with respect to any Person, without duplication:

          (1)     all Obligations of such Person for borrowed money;

          (2)     all Obligations of such Person evidenced by bonds, debentures,
notes or other similar instruments;

          (3)     all Capitalized Lease Obligations of such Person;

          (4)     all Obligations of such Person issued or assumed as the
deferred purchase price of property, all conditional sale obligations and all
Obligations under any title retention agreement (but excluding trade accounts
payable and other accrued liabilities arising in the ordinary course of business
that are not overdue by 90 days or more or are being contested in good faith by
appropriate proceedings promptly instituted and diligently conducted and any
deferred purchase price represented by earn-outs consistent with the Company's
past practice);

          (5)     all Obligations for the reimbursement of any obligor on any
letter of credit, banker's acceptance or similar credit transaction, whether or
not then due, but excluding Obligations with respect to letters of credit
(including trade letters of credit) to the extent such Obligations are cash

                                     - 11 -
<Page>

collateralized or such letters of credit secure Obligations (other than
Obligations described in clauses (1), (2) and (3) above) entered into in the
ordinary course of business of such Person and such letters of credit are not
drawn upon or, if drawn upon, to the extent any such drawing is reimbursed no
later than three Business Days following receipt by such Person of a demand for
reimbursement;

          (6)     guarantees and other contingent obligations in respect of
Indebtedness referred to in clauses (1) through (5) above and clause (8) below;

          (7)     all Obligations of any other Person of the type referred to in
clauses (1) through (6) which are secured by any Lien on any property or asset
of such Person, the amount of such Obligation being deemed to be the lesser of
the Fair Market Value of such property or asset or the amount of the Obligation
so secured;

          (8)     all net Interest Swap Obligations and all net Obligations
under Currency Agreements of such Person; and

          (9)     all Disqualified Capital Stock issued by such Person with the
amount of Indebtedness represented by such Disqualified Capital Stock being
equal to the greater of its voluntary or involuntary liquidation preference and
its maximum fixed repurchase price, but excluding accrued dividends, if any.

          For purposes hereof, the "maximum fixed repurchase price" of any
Disqualified Capital Stock which does not have a fixed repurchase price shall be
calculated in accordance with the terms of such Disqualified Capital Stock as if
such Disqualified Capital Stock were purchased on any date on which Indebtedness
shall be required to be determined pursuant to this Indenture, and if such price
is based upon, or measured by, the Fair Market Value of such Disqualified
Capital Stock, such Fair Market Value shall be determined reasonably and in good
faith by the Board of Directors of the issuer of such Disqualified Capital
Stock.

          The amount of Indebtedness of any Person at any date shall be the
outstanding balance at such date of all unconditional obligations as described
above, and, with respect to contingent obligations, the maximum liability upon
the occurrence of the contingency giving rise to the obligation.

          "INDENTURE" means this Indenture, as amended or supplemented from time
to time in accordance with the terms hereof.

          "INDENTURE DOCUMENTS" means, collectively, the Indenture, the Notes,
the Guarantees and the Collateral Agreements.

          "INDEPENDENT FINANCIAL ADVISOR" means a nationally-recognized
accounting, appraisal or investment banking firm which, in the judgment of the
Board of Directors of the Company, is independent and qualified to perform the
task for which it is to be engaged.

          "INITIAL NOTES" has the meaning set forth in the preamble to this
Indenture.

          "INITIAL PURCHASER" means Jefferies & Company, Inc.

          "INSTITUTIONAL ACCREDITED INVESTOR" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

                                     - 12 -
<Page>

          "INTERCREDITOR AGREEMENT" means the Intercreditor and Lien
Subordination Agreement, dated as of the Issue Date, among the Administrative
Agent and the Collateral Agent, the Company and the Guarantors, as the same may
be amended, supplemented or modified from time to time.

          "INTEREST PAYMENT DATE" means the stated maturity of an installment of
interest on the Notes.

          "INTEREST SWAP OBLIGATIONS" means the obligations of any Person
pursuant to any arrangement with any other Person, whereby, directly or
indirectly, such Person is entitled to receive from time to time periodic
payments calculated by applying either a floating or a fixed rate of interest on
a stated notional amount in exchange for periodic payments made by such other
Person calculated by applying a fixed or a floating rate of interest on the same
notional amount and shall include, without limitation, interest rate swaps,
caps, floors, collars and similar agreements, in each case, determined as if
such agreement were terminated on the date such obligations were being
determined for purposes of this Indenture.

          "INVESTMENT" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition for value by such Person of any Capital
Stock, bonds, notes, debentures or other securities or evidences of Indebtedness
issued by, any Person. "Investment" shall exclude extensions of trade credit by
the Company and its Restricted Subsidiaries on commercially reasonable terms in
accordance with normal trade practices of the Company and its Restricted
Subsidiaries.

          "ISSUE DATE" means the date of original issuance of the Notes.

          "LEGAL DEFEASANCE" has the meaning set forth in SECTION 8.01(b).

          "LEGAL HOLIDAY" has the meaning set forth in SECTION 11.07.

          "LENDERS" has the meaning set forth in the definition of the term
"Credit Agreement."

          "LIEN" means any lien, mortgage, deed of trust, pledge, security
interest, charge or encumbrance of any kind (including any conditional sale or
other title retention agreement, any lease in the nature thereof and any
agreement to give any security interest).

          "MANAGEMENT AGREEMENT" means that certain Management Agreement, dated
as of July 25, 2002 (as amended by the First Amendment to Management Agreement,
dated July 7, 2003), by and between Morton's Holdings, LLC and Castle Harlan,
Inc., as the same may be amended, supplemented or modified from time to time;
PROVIDED, HOWEVER, that no such amendment, supplement or modification may (i)
modify the subordination provisions thereof in a manner adverse to the Holders,
or (ii) increase the fees payable thereunder to an amount exceeding $3.5 million
in any year plus out-of-pocket expenses.

          "MATURITY DATE" means July 1, 2010.

          "MORTGAGES" means the mortgages, deeds of trust, deeds to secure debt
or other similar documents delivered by the Company or any of its Domestic
Restricted Subsidiaries pursuant to the terms hereof which create, in favor of
the Collateral Agent, Liens on any fee interest in real property owned by the
Company or any such Domestic Restricted Subsidiary, as the case may be, as
collateral security for

                                     - 13 -
<Page>

the payment obligations of the Company under this Indenture and Notes or of such
Domestic Restricted Subsidiary under this Indenture and its Guarantee, as the
case may be.

          "NET CASH PROCEEDS" means, with respect to any Asset Sale, the
proceeds in the form of cash or Cash Equivalents including payments in respect
of deferred payment obligations when received in the form of cash or Cash
Equivalents (other than the portion of any such deferred payment constituting
interest) received by the Company or any of its Restricted Subsidiaries from
such Asset Sale net of:

          (1)     reasonable out-of-pocket expenses and fees relating to such
Asset Sale (including, without limitation, legal, accounting and investment
banking fees and sales commissions and severance and relocation costs and
expenses);

          (2)     all taxes and other costs and expenses actually paid or
estimated by the Company (in good faith) to be payable in cash in connection
with such Asset Sale;

          (3)     in the case of an Asset Sale of Collateral, repayment of
Indebtedness that is secured by the property or assets that are the subject of
such Asset Sale and, in the case of any other Asset Sale, repayment of
Indebtedness that is required to be repaid in connection with such Asset Sale;

          (4)     amounts required to be paid to any Person (other than the
Company or any of its Restricted Subsidiaries) owning a beneficial interest in
the assets that are the subject of the Asset Sale; and

          (5)     appropriate amounts to be provided by the Company or any
Restricted Subsidiary, as the case may be, as a reserve, in accordance with
GAAP, against any liabilities associated with such Asset Sale and retained by
the Company or any Restricted Subsidiary, as the case may be, after such Asset
Sale, including, without limitation, pension and other post-employment benefit
liabilities, liabilities related to environmental matters and liabilities under
any indemnification obligations associated with such Asset Sale;

PROVIDED, HOWEVER, that if, after the payment of all taxes with respect to such
Asset Sale, the amount of estimated taxes, if any, pursuant to clause (2) above
exceeded the tax amount actually paid in cash in respect of such Asset Sale, the
aggregate amount of such excess shall, at such time, constitute Net Cash
Proceeds.

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

          "NOTES" has the meaning set forth in the preamble to this Indenture.

          "OBLIGATIONS" means all obligations for principal, premium, interest,
Additional Interest, penalties, fees, indemnifications, reimbursements, damages
and other liabilities payable under the documentation governing any
Indebtedness.

          "OFFICER" means, with respect to any Person, the Chairman of the
Board, the Chief Executive Officer, the President, any Vice President, the Chief
Financial Officer, the Treasurer, the Controller or the Secretary of such
Person, or any other officer designated by the Board of Directors serving in a
similar capacity.

          "OFFICERS' CERTIFICATE" means, with respect to any Person, a
certificate signed by two Officers or by an Officer and either an Assistant
Treasurer or an Assistant Secretary of such Person and

                                     - 14 -
<Page>

otherwise complying with the requirements of SECTIONS 11.04 and 11.05, as they
relate to the making of an Officers' Certificate.

          "OFFSHORE PHYSICAL NOTES" has the meaning set forth in SECTION 2.01.

          "OPINION OF COUNSEL" means a written opinion from legal counsel, who
may be counsel for the Company and who is reasonably acceptable to the Trustee
or Collateral Agent, as applicable, complying with the requirements of SECTIONS
11.04 and 11.05, as they relate to the giving of an Opinion of Counsel.

          "PAYING AGENT" has the meaning set forth in SECTION 2.03.

          "PERMITTED HOLDERS" means (i) Castle Harlan Partners III, L.P. or any
Affiliate or limited partner thereof or any fund or account controlled or
managed by or under common control with Castle Harlan Partners III, L.P. or any
Affiliate or limited partner thereof, and (ii) Castle Harlan, Inc. and
employees, management and directors of, and pooled investment vehicles managed
by, any of the foregoing, their limited partners and their respective
Affiliates.

          "PERMITTED INDEBTEDNESS" means, without duplication, each of the
following:

          (1)     Indebtedness under the Notes issued on the Issue Date, and the
related Guarantees;

          (2)     Indebtedness incurred pursuant to the Credit Agreement, in an
aggregate principal amount at any time outstanding not to exceed the greater of
(a) $15.0 million and (b) 7.5% of Total Assets;

          (3)     other Indebtedness of the Company and its Restricted
Subsidiaries outstanding on the Issue Date;

          (4)     Interest Swap Obligations of the Company or any Restricted
Subsidiary of the Company covering Indebtedness of the Company or any of its
Restricted Subsidiaries; PROVIDED, HOWEVER, that such Interest Swap Obligations
are entered into for the purpose of fixing or hedging interest rates with
respect to any fixed or variable rate Indebtedness that is permitted by this
Indenture to be outstanding to the extent that the notional amount of any such
Interest Swap Obligation does not exceed at the time of the incurrence thereof,
the principal amount of Indebtedness to which such Interest Swap Obligation
relates;

          (5)     Indebtedness under Currency Agreements; PROVIDED THAT in the
case of Currency Agreements which relate to Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Company and its Restricted
Subsidiaries outstanding other than as a result of fluctuations in foreign
currency exchange rates or by reason of fees, indemnities and compensation
payable thereunder;

          (6)     Indebtedness of a Domestic Restricted Subsidiary of the
Company to the Company or to a Restricted Subsidiary of the Company for so long
as such Indebtedness is held by the Company or a Restricted Subsidiary of the
Company or the holder of a Permitted Lien thereon of the type described in
clause (13), (15) or (16) of the definition thereof, in each case subject to no
Lien held by a Person other than the Company or a Restricted Subsidiary of the
Company or the holder of a Permitted Lien of the type described in clause (13),
(15) or (16) of the definition thereof; PROVIDED THAT (a) any such Indebtedness
is subordinated, pursuant to a written agreement by the holder thereof, to such
Subsidiary's Obligations under this Indenture and its Guarantee and (b) if as of
any date any Person other than the

                                     - 15 -
<Page>

Company or a Restricted Subsidiary of the Company or the holder of a Permitted
Lien thereon of the type described in clause (13), (15) or (16) of the
definition thereof owns or holds any such Indebtedness or holds a Lien in
respect of such Indebtedness, such date shall be deemed the incurrence of
Indebtedness not constituting Permitted Indebtedness under this clause (6) by
the issuer of such Indebtedness;

          (7)     Indebtedness of a Foreign Restricted Subsidiary of the Company
to the Company or to a Domestic Restricted Subsidiary of the Company for so long
as such Indebtedness is held by the Company or a Domestic Restricted Subsidiary
of the Company and is permitted to be made as a Permitted Investment under
clause (4) of the definition thereof or the holder of a Permitted Lien thereon
of the type described in clause (13), (15) or (16) of the definition thereof, in
each case subject to no Lien held by a Person other than the Company or a
Domestic Restricted Subsidiary of the Company or the holder of a Permitted Lien
of the type described in clause (13), (15) or (16) of the definition thereof;
PROVIDED THAT if as of any date any Person other than the Company or a Domestic
Restricted Subsidiary of the Company or the holder of a Permitted Lien thereon
of the type described in clause (13), (15) or (16) of the definition thereof
owns or holds any such Indebtedness or holds a Lien in respect of such
Indebtedness, such date shall be deemed the incurrence of Indebtedness not
constituting Permitted Indebtedness under this clause (7) by the issuer of such
Indebtedness;

          (8)     Indebtedness of a Foreign Restricted Subsidiary of the Company
to a Foreign Restricted Subsidiary of the Company for so long as such
Indebtedness is held by a Foreign Restricted Subsidiary of the Company or the
holder of a Permitted Lien thereon of the type described in clause (17) of the
definition thereof, in each case subject to no Lien held by a Person other than
the Company or a Foreign Restricted Subsidiary of the Company or the holder of a
Permitted Lien of the type described in clause (17) of the definition thereof;
PROVIDED THAT if as of any date any Person other than a Foreign Restricted
Subsidiary of the Company or the holder of a Permitted Lien thereon of the type
described in clause (17) of the definition thereof owns or holds any such
Indebtedness or holds a Lien in respect of such Indebtedness, such date shall be
deemed the incurrence of Indebtedness not constituting Permitted Indebtedness
under this clause (8) by the issuer of such Indebtedness;

          (9)     Indebtedness of the Company to a Restricted Subsidiary of the
Company for so long as such Indebtedness is held by a Restricted Subsidiary of
the Company, in each case subject to no Lien other than a Permitted Lien of the
type described in clause (13), (15) or (16) of the definition thereof; PROVIDED
THAT (a) any such Indebtedness is subordinated, pursuant to a written agreement
by the holder thereof, to the Company's Obligations under this Indenture and the
Notes and (b) if as of any date any Person other than a Restricted Subsidiary of
the Company or the holder of a Permitted Lien of the type described in clause
(13), (15) or (16) of the definition thereof, owns or holds any such
Indebtedness or any Person holds a Lien in respect of such Indebtedness, such
date shall be deemed the incurrence of Indebtedness not constituting Permitted
Indebtedness under this clause (9) by the Company;

          (10)    Indebtedness arising from the honoring by a bank or other
financial institution of a check, draft or similar instrument drawn against
insufficient funds in the ordinary course of business; PROVIDED, HOWEVER, that
such Indebtedness is extinguished within five Business Days of incurrence;

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

          (12)    Indebtedness represented by Capitalized Lease Obligations and
Purchase Money Indebtedness of the Company and its Restricted Subsidiaries
incurred in the ordinary course of business

                                     - 16 -
<Page>

(including Refinancings thereof that do not result in an increase in the
aggregate principal amount of Indebtedness of such Person as of the date of such
proposed Refinancing (plus the amount of any premium required to be paid under
the terms of the instrument governing such Indebtedness and plus the amount of
reasonable expenses incurred by the Company in connection with such
Refinancing)) not to exceed $7.5 million at any time outstanding (which amount
may, but need not be, incurred in whole or in part under the Credit Agreement);

          (13)    Refinancing Indebtedness;

          (14)    guarantees by the Company or a Restricted Subsidiary of
Indebtedness incurred by the Company or a Restricted Subsidiary so long as the
incurrence of such Indebtedness by the Company or any such Restricted Subsidiary
is otherwise permitted by the terms hereof;

          (15)    Indebtedness of Foreign Restricted Subsidiaries of the
Company, in an aggregate outstanding principal amount not to exceed $2.0 million
(which amount may, but need not be, incurred in whole or in part under the
Credit Agreement);

          (16)    Indebtedness arising from agreements of the Company or a
Subsidiary providing for the guarantee, indemnification, adjustment of purchase
price or similar obligations, in each case, incurred in connection with the
disposition of any business, assets or Subsidiary, other than guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such
business, assets or Subsidiary for the purpose of financing such acquisition;
PROVIDED THAT the maximum aggregate liability in respect of all such
Indebtedness shall at no time exceed the gross proceeds actually received by the
Company and the Subsidiary in connection with such disposition;

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

          (18)    additional Indebtedness of the Company and its Restricted
Subsidiaries in an aggregate principal amount not to exceed $5.0 million at any
time outstanding (which amount may, but need not be, incurred in whole or in
part under the Credit Agreement).

          For purposes of determining compliance with SECTION 4.12, (i) in the
event that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness described in clauses (1) through (18) above
or is entitled to be incurred pursuant to the Consolidated Fixed Charge Coverage
Ratio provisions of such covenant, the Company shall, in its sole discretion,
classify (or later reclassify) such item of Indebtedness in any manner that
complies with this covenant, (ii) the amount of Indebtedness issued at a price
which is less than the principal amount thereof shall be equal to the original
issue price of such Indebtedness, (iii) Indebtedness incurred in connection
with, or in contemplation of, any transaction described in the definition of the
term "Acquired Indebtedness" shall be deemed to have been incurred by the
Company or one of its Restricted Subsidiaries, as the case may be, at the time
an acquired Person becomes such a Restricted Subsidiary (or is merged into the
Company or such a Restricted Subsidiary) or at the time of the acquisition of
assets, as the case may be and (iv) the maximum amount of Indebtedness that the
Company and its Restricted Subsidiaries may incur pursuant to this covenant
shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness, due solely to the result of fluctuations in the exchange rates of
currencies. Accrual of interest, accretion or amortization of original issue
discount, the payment of interest on any Indebtedness in the form of additional
Indebtedness with the same terms, and the payment of dividends on Disqualified
Capital Stock in the form of additional shares of the same class of Disqualified
Capital Stock will not be deemed to be an incurrence of Indebtedness or an
issuance of Disqualified Capital Stock for purposes of SECTION 4.12.

                                     - 17 -
<Page>

          "PERMITTED INVESTMENTS" means:

          (1)     Investments by the Company or any Restricted Subsidiary of the
Company in any Person that is or will become immediately after such Investment a
Guarantor or that will merge or consolidate into the Company or a Guarantor;

          (2)     Investments in the Company by any Restricted Subsidiary of the
Company; PROVIDED THAT any Indebtedness evidencing such Investment held by a
Restricted Subsidiary shall satisfy the requirements of clause (9) of the
definition of the term "Permitted Indebtedness";

          (3)     Investments by any Foreign Restricted Subsidiary of the
Company in any other Foreign Restricted Subsidiary of the Company;

          (4)     Investments in any Foreign Restricted Subsidiary of the
Company by the Company or any Domestic Restricted Subsidiary of the Company to
the extent the aggregate amount of such Investments at any one time outstanding
does not exceed $5.0 million;

          (5)     Investments in cash and Cash Equivalents;

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

          (7)     Currency Agreements and Interest Swap Obligations entered into
in the ordinary course of the Company's or its Restricted Subsidiaries'
businesses and otherwise in compliance with this Indenture;

          (8)     Investments in the Notes;

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

          (10)    Investments made by the Company or its Restricted Subsidiaries
as a result of an Asset Sale made in compliance with SECTION 4.16;

          (11)    Investments made by the Company or its Restricted Subsidiaries
as a result of consideration received in connection with an Asset Sale made in
compliance with SECTION 4.16;

          (12)    Investments represented by guarantees that are otherwise
permitted hereunder;

          (13)    any acquisition of assets the payment for which is Qualified
Capital Stock of the Company;

          (14)    Advances to suppliers and customers in the ordinary course of
business;

          (15)    Investments existing on the Issue Date; and

          (16)    additional Investments not to exceed $10.0 million at any time
outstanding.

          "PERMITTED LIENS" means the following types of Liens:

                                     - 18 -
<Page>

          (1)     Liens for taxes, assessments or governmental charges or claims
either (a) not delinquent or (b) contested in good faith by appropriate
proceedings and as to which the Company or any of its Restricted Subsidiaries
shall have set aside on its books such reserves as may be required pursuant to
GAAP;

          (2)     statutory Liens of landlords and Liens of carriers,
warehousemen, mechanics, suppliers, materialmen, repairmen and other Liens
imposed by law or pursuant to customary reservations or retentions of title
incurred in the ordinary course of business for sums not yet delinquent or being
contested in good faith, if such reserve or other appropriate provision, if any,
as shall be required by GAAP shall have been made in respect thereof;

          (3)     Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment insurance and
other types of social security, including any Lien securing letters of credit
issued in the ordinary course of business consistent with past practice in
connection therewith, or to secure the performance of tenders, statutory
obligations, surety and appeal bonds, bids, leases, government contracts,
performance and return-of-money bonds and other similar obligations (exclusive
of obligations for the payment of borrowed money);

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

          (5)     survey exceptions, easements, rights-of-way, zoning
restrictions and other similar charges or encumbrances in respect of real
property not interfering in any material respect with the ordinary conduct of
the business of the Company or any of its Restricted Subsidiaries;

          (6)     any interest or title of a lessor under any operating lease or
any Capitalized Lease Obligation permitted pursuant to clause (10) of the
definition of "Permitted Indebtedness" or Liens securing any such Capitalized
Lease Obligation; PROVIDED THAT such Liens do not extend to any property or
assets which is not leased property subject to such Capitalized Lease
Obligation;

          (7)     Liens securing Purchase Money Indebtedness permitted pursuant
to clause (10) of the definition of "Permitted Indebtedness"; PROVIDED, HOWEVER,
that (a) such Indebtedness shall not exceed the cost of the property or assets
acquired, together with, in the case where such property or assets include real
property or fixtures, the cost of the construction thereof and improvements
thereto, and shall not be secured by any property or assets of the Company or
any Restricted Subsidiary of the Company other than such property and
improvements thereto so acquired or constructed and (b) the Lien securing such
Indebtedness shall be created within 180 days of such acquisition or
construction or, in the case of a refinancing of such Indebtedness, within 180
days of such refinancing;

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

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

                                     - 19 -
<Page>

          (10)    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;

          (11)    Liens securing Interest Swap Obligations which Interest Swap
Obligations relate to Indebtedness that is otherwise permitted hereunder
(including Liens created under the Credit Agreement securing such Interest Swap
Obligations);

          (12)    Liens securing Indebtedness under Currency Agreements that are
permitted hereunder (including Liens created under the Credit Agreement securing
such Currency Agreements);

          (13)    Liens securing Acquired Indebtedness incurred in accordance
with SECTION 4.12; PROVIDED THAT:

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

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

          (14)    Liens existing as of the Issue Date and securing Indebtedness
permitted to be outstanding under clause (3) of the definition of the term
"Permitted Indebtedness" to the extent and in the manner such Liens are in
effect on the Issue Date;

          (15)    Liens securing the Notes, this Indenture and the Guarantees;

          (16)    Liens securing Indebtedness under the Credit Agreement to the
extent such Indebtedness is permitted under clause (2), (12), (15) or (18) of
the definition of the term "Permitted Indebtedness;"

          (17)    Liens securing Indebtedness of Foreign Restricted Subsidiaries
to the extent such Indebtedness is permitted under clause (15) of the definition
of the term "Permitted Indebtedness" (PROVIDED, HOWEVER, that no asset of the
Company or any Domestic Restricted Subsidiary shall be subject to any such
Lien);

          (18)    Liens in favor of the Company or a Domestic Restricted
Subsidiary of the Company;

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

          (20)    banker's Liens, rights of setoff and similar Liens with
respect to cash and Cash Equivalents on deposit in one or more bank accounts in
the ordinary course of business (PROVIDED THAT such bank accounts are not cash
collateral accounts);

                                     - 20 -
<Page>

          (21)    Liens arising from the filing of Uniform Commercial Code
financing statements regarding leases;

          (22)    Liens securing obligations with respect to operating leases
and guarantees thereof, PROVIDED THAT such Liens do not extend to or cover any
property of the Company or any of its Restricted Subsidiaries other than the
property subject to such leases, any property or rights (including rights under
subleases) relating to such leased property and the equity interests of the
lessee in any such lease;

          (23)    deposits made in the ordinary course of business to secure
liability to insurance carriers;

          (24)    rights of a licensor of intellectual property;

          (25)    Liens arising out of conditional sale, title retention,
consignment or similar arrangement for the sale of goods entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business;

          (26)    Liens incurred in the ordinary course of business of the
Company or any Restricted Subsidiary of the Company with respect to Obligations
that do not exceed $1.0 million at any one time outstanding and that (a) are not
incurred in connection with the borrowing of money (other than trade credit in
the ordinary course of business) and (b) do not in the aggregate materially
detract from the value of the property subject thereto; and

          (27)    Liens securing Refinancing Indebtedness which is incurred to
Refinance any Indebtedness which has been secured by a Lien permitted hereunder
and which has been incurred in accordance with SECTION 4.12; PROVIDED, HOWEVER,
that such Liens: (i) are no less favorable to the Holders and are not more
favorable to the lienholders with respect to such Liens than the Liens in
respect of the Indebtedness being Refinanced; and (ii) do not extend to or cover
any property or assets of the Company or any of its Restricted Subsidiaries not
securing the Indebtedness so Refinanced.

          "PERMITTED SALE AND LEASEBACK TRANSACTION" means any Sale and
Leaseback Transaction entered into by the Company or any Restricted Subsidiary
of the Company with respect to any of the parcels of real property owned by the
Company and its Domestic Restricted Subsidiaries as of the Issue Date.

          "PERSON" means an individual, partnership, corporation, limited
liability company, unincorporated organization, trust or joint venture, or a
governmental agency or political subdivision thereof.

          "PHYSICAL NOTES" has the meaning set forth in SECTION 2.01.

          "PLEDGE AGREEMENT" means the Pledge Agreement, dated as of the Issue
Date, made by the Company and the Guarantors party thereto in favor of the
Collateral Agent as the same may be amended, supplemented or modified from time
to time in accordance with its terms.

          "PREFERRED STOCK" of any Person means any Capital Stock of such Person
that has preferential rights to any other Capital Stock of such Person with
respect to dividends or redemptions or upon liquidation.

          "PREMISES" has the meaning set forth in SECTION 4.21.

                                     - 21 -
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          "PRINCIPAL" of any Indebtedness (including the Notes) means the
principal amount of such Indebtedness plus the premium, if any, on such
Indebtedness.

          "PRIVATE PLACEMENT LEGEND" means the legend set forth on the Initial
Notes in the form set forth in EXHIBIT C.

          "PRO FORMA" means, with respect to any calculation made or required to
be made pursuant to the terms of this Indenture, a calculation made in
accordance with Article 11 of Regulation S-X under the Securities Act, as
determined by the Board of Directors of the Company in consultation with its
independent public accountants.

          "PUBLIC EQUITY OFFERING" means an underwritten public offering of
Common Stock of the Company or any holding company of the Company pursuant to a
registration statement filed with the Commission (other than on Form S-8) or
pursuant to another disclosure or other filing document filed with any other
applicable regulatory authority.

          "PURCHASE MONEY INDEBTEDNESS" means Indebtedness of the Company and
its Restricted Subsidiaries incurred for the purpose of financing all or any
part of the purchase price, or the cost of design, development, installation,
construction or improvement, of property or equipment.

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

          "QUALIFIED CAPITAL STOCK" means any Capital Stock that is not
Disqualified Capital Stock.

          "RECORD DATE" means any of the Record Dates specified in the Notes,
whether or not a Legal Holiday.

          "REDEMPTION DATE" means, when used with respect to any Note to be
redeemed, the date fixed for redemption of such Note pursuant to this Indenture
and the Notes.

          "REDEMPTION PRICE" means, when used with respect to any Note to be
redeemed, the price fixed for redemption pursuant to this Indenture and the
Notes.

          "REFERENCE DATE" has the meaning set forth in SECTION 4.10.

          "REFINANCE" means, in respect of any security or Indebtedness, to
refinance, extend, renew, refund, repay, prepay, redeem, defease or retire, or
to issue a security or Indebtedness in exchange or replacement for, such
security or Indebtedness in whole or in part. "Refinanced" and "Refinancing"
shall have correlative meanings.

          "REFINANCING INDEBTEDNESS" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
SECTION 4.12 (other than Permitted Indebtedness) or pursuant to clause (1) or
(3) of the definition of Permitted Indebtedness, in each case that does not:

          (1)     result in an increase in the aggregate principal amount of
Indebtedness of such Person as of the date of such proposed Refinancing (plus
accrued interest on the Indebtedness being Refinanced plus the amount of any
premium required to be paid under the terms of the instrument governing such
Indebtedness and plus the amount of reasonable expenses incurred by the Company
and its Restricted Subsidiaries in connection with such Refinancing); or

                                     - 22 -
<Page>

          (2)     create Indebtedness with: (a) a Weighted Average Life to
Maturity that is less than the Weighted Average Life to Maturity of the
Indebtedness being Refinanced; or (b) a final maturity earlier than the final
maturity of the Indebtedness being Refinanced; PROVIDED THAT (x) if such
Indebtedness being Refinanced is Indebtedness of the Company, then such
Refinancing Indebtedness shall be Indebtedness solely of the Company or a
Guarantor and (y) if such Indebtedness being Refinanced is subordinate or junior
to the Notes, then such Refinancing Indebtedness shall be subordinate to the
Notes at least to the same extent and in the same manner as the Indebtedness
being Refinanced.

          "REGISTRAR" has the meaning set forth in SECTION 2.03.

          "REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of the Issue Date, between the Company, the Guarantors and
the Initial Purchaser, as the same may be amended or modified from time to time
in accordance with the terms thereof.

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

          "RELEASED INTERESTS" has the meaning set forth in SECTION 12.05(a).

          "REPLACEMENT ASSETS" has the meaning set forth in SECTION 4.16(3)(b).

          "RESTRICTED PAYMENT" has the meaning set forth in SECTION 4.10.

          "RESTRICTED SECURITY" has the meaning assigned to such term in Rule
144(a)(3) under the Securities Act; PROVIDED THAT the Trustee shall be entitled
to request and conclusively rely on an Opinion of Counsel with respect to
whether any Note constitutes a Restricted Security.

          "RESTRICTED SUBSIDIARY" of any Person means any Subsidiary of such
Person which at the time of determination is not an Unrestricted Subsidiary.

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

          "SALE AND LEASEBACK TRANSACTION" means any direct or indirect
arrangement with any Person or to which any such Person is a party, providing
for the leasing to the Company or a Restricted Subsidiary of any property,
whether owned by the Company or any Restricted Subsidiary at the Issue Date or
later acquired, which has been or is to be sold or transferred by the Company or
such Restricted Subsidiary to such Person or to any other Person from whom funds
have been or are to be advanced by such Person on the security of such Property.

          "SECURED PARTIES" has the meaning set forth in the Security Agreement.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations of the Commission promulgated thereunder.

          "SECURITY AGREEMENT" means the Security Agreement, dated as of the
Issue Date, made by the Company and the Guarantors in favor of the Collateral
Agent, as amended or supplemented from time to time in accordance with its
terms.

          "SIGNIFICANT SUBSIDIARY" with respect to any Person, means any
Restricted Subsidiary of such Person that satisfies the criteria for a
"significant subsidiary" set forth in Rule 1-02(w) of Regulation S-X under the
Exchange Act.

                                     - 23 -
<Page>

          "SUBSIDIARY" with respect to any Person, means:

          (1)     any corporation of which the outstanding Capital Stock having
at least a majority of the votes entitled to be cast in the election of
directors under ordinary circumstances shall at the time be owned, directly or
indirectly, by such Person or one or more Subsidiaries of such Person (or any
combination thereof); or

          (2)     any other Person of which at least a majority of the voting
interest under ordinary circumstances is at the time, directly or indirectly,
owned by such Person or one or more Subsidiaries of such Person (or any
combination thereof).

          "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise set forth in SECTION 9.03.

          "TOTAL ASSETS" means, as of any date of determination, the total
assets of the Company and its Restricted Subsidiaries as shown on the then most
recent balance sheet of the Company prepared in accordance with GAAP.

          "TRADEMARK SECURITY AGREEMENT" means a Trademark Security Agreement,
dated as of the Issue Date, made by any of the Company or any Guarantor in favor
of the Collateral Agent, as amended or supplemented from time to time in
accordance with its terms.

          "TRUST OFFICER" means any officer of the Trustee assigned by the
Trustee to administer this Indenture or, in the case of a successor trustee, an
officer assigned to the department, division or group performing the corporation
trust work of such successor and assigned to administer this Indenture.

          "TRUSTEE" means the party named as such in this Indenture until a
successor replaces it in accordance with the provisions of this Indenture and
thereafter means such successor.

          "UNRESTRICTED SUBSIDIARY" of any Person means:

          (1)     any Subsidiary of such Person that at the time of
determination shall be or continue to be designated an Unrestricted Subsidiary
by the Board of Directors of such Person in the manner provided below; and

          (2)     any Subsidiary of an Unrestricted Subsidiary.

          The Board of Directors may designate any Subsidiary (including any
newly acquired or newly formed Subsidiary) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or holds any Lien on
any property of, the Company or any other Subsidiary of the Company that is not
a Subsidiary of the Subsidiary to be so designated, PROVIDED THAT:

          (1)     the Company certifies to the Trustee that such designation
complies with SECTION 4.10; and

          (2)     each Subsidiary to be so designated and each of its
Subsidiaries has not at the time of designation, and does not thereafter,
create, incur, issue, assume, guarantee or otherwise become directly or
indirectly liable with respect to any Indebtedness pursuant to which the lender
has recourse to any of the assets of the Company or any of its Restricted
Subsidiaries.

                                     - 24 -
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          For purposes of making the determination of whether any such
designation of a Subsidiary as an Unrestricted Subsidiary complies with SECTION
4.10, the portion of the Fair Market Value of the net assets of such Subsidiary
of the Company at the time that such Subsidiary is designated as an Unrestricted
Subsidiary that is represented by the interest of the Company and its Restricted
Subsidiaries in such Subsidiary, in each case as determined in good faith by the
Board of Directors of the Company, or, if less, the amount of the value of the
Investment in such Subsidiary when made, shall be deemed to be an Investment.
Such designation will be permitted only if such Investment would be permitted at
such time under SECTION 4.10. Notwithstanding anything to the contrary contained
herein, in designating any Subsidiary as an Unrestricted Subsidiary on the Issue
Date, the Company shall not be required to comply with SECTION 4.10 and the Fair
Market Value of the net assets of any such Subsidiary shall not be deemed to be
an Investment.

          The Board of Directors may designate any Unrestricted Subsidiary to be
a Restricted Subsidiary only if:

          (1)     immediately after giving effect to such designation, the
Company is able to incur at least $1.00 of additional Indebtedness (other than
Permitted Indebtedness) in compliance with SECTION 4.12; and

          (2)     immediately before and immediately after giving effect to such
designation, no Default or Event of Default shall have occurred and be
continuing.

          Any such designation by the Board of Directors shall be evidenced to
the Trustee by promptly filing with the Trustee a copy of the Board Resolution
giving effect to such designation and an officers' certificate certifying that
such designation complied with the foregoing provisions.

          "U.S. GOVERNMENT OBLIGATIONS" means direct obligations of, and
obligations guaranteed by, the United States of America for the payment of which
the full faith and credit of the United States of America is pledged.

          "U.S. LEGAL TENDER" means such coin or currency of the United States
which, as at the time of payment, shall be immediately available legal tender
for the payment of public and private debts.

          "U.S. PHYSICAL NOTES" has the meaning set forth in SECTION 2.01.

          "VOTING STOCK" means, with respect to any Person, securities of any
class or classes of Capital Stock in such Person entitling the holders thereof
(whether at all times or only so long as no senior class of stock has voting
power by reason of any contingency) to vote in the election of members 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 (a) the then
outstanding aggregate principal amount of such Indebtedness into (b) the sum of
the total of the products obtained by multiplying (i) the amount of each then
remaining installment, sinking fund, serial maturity or other required payment
of principal, including payment at final maturity, in respect thereof, by (ii)
the number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.

          "WHOLLY-OWNED SUBSIDIARY" of any Person means any Restricted
Subsidiary of such Person of which all the outstanding Capital Stock (other than
in the case of a Foreign Restricted Subsidiary, directors' qualifying shares or
an immaterial amount of shares required to be owned by other

                                     - 25 -
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Persons pursuant to applicable law) are owned by such Person or any Wholly-Owned
Subsidiary of such Person.

          SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

          Whenever this Indenture refers to a provision of the TIA, such
provision 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 SECURITY HOLDER" means a Holder.

          "INDENTURE TO BE QUALIFIED" means this Indenture.

          "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Trustee.

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

          All other TIA terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by Commission rule
and not otherwise defined herein have the meanings assigned to them therein.

          SECTION 1.03. RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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

          (3)     "or" is not exclusive;

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

          (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 subdivision;

          (6)     when the words "includes" or "including" are used herein, they
     shall be deemed to be followed by the words "without limitation";

          (7)     all references to Sections or Articles refer to Sections or
     Articles of this Indenture unless otherwise indicated; and

          (8)     unless otherwise defined or the context otherwise requires,
     terms for which meanings are provided in this Indenture shall have such
     meanings when used in each other Related Document (as defined in the
     Security Agreement).

                                     - 26 -
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                                   ARTICLE TWO

                                    THE NOTES

          SECTION 2.01. FORM AND DATING.

          The Initial Notes and the Additional Notes and the Trustee's
certificate of authentication thereon shall be substantially in the form of
EXHIBIT A hereto. The Exchange Notes and the Trustee's certificate of
authentication thereon shall be substantially in the form of EXHIBIT B hereto.
The Notes may have notations, legends or endorsements required by law, stock
exchange rule or Depository rule or usage. The Company shall approve the form of
the Notes and any notation, legend or endorsement on them. Each Note shall be
dated the date of its authentication.

          The terms and provisions contained in the forms of the Notes annexed
hereto as EXHIBIT A and EXHIBIT B, shall constitute, and are hereby expressly
made, a part of this Indenture and, to the extent applicable, the Company, the
Guarantors and the Trustee, by their execution and delivery of this Indenture,
expressly agree to such terms and provisions and to be bound thereby.

          Notes offered and sold in reliance on Rule 144A shall be issued
initially in the form of one or more permanent Global Notes in registered form,
substantially in the form set forth in EXHIBIT A hereto ("GLOBAL NOTES"),
deposited with the Trustee, as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and shall
bear the legend set forth in EXHIBIT C.

          Notes offered and sold in reliance on Rule 501(a)(1), (2), (3) or (7)
under the Securities Act shall be issued initially in the form of one or more
permanent Global Notes deposited with the Trustee, as custodian for the
Depository, duly executed by the Company and authenticated by the Trustee as
hereinafter provided and shall bear the legend set forth in EXHIBIT C.

          Notes offered and sold in offshore transactions in reliance on
Regulation S shall be issued initially in the form of one or more Global Notes
deposited with the Trustee, as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided and shall
bear the legend set forth in EXHIBIT C or shall be issued in the form of
certificated Notes in registered form set forth in EXHIBIT A hereto (the
"OFFSHORE PHYSICAL NOTES").

          The aggregate principal amount at maturity of any Global Note may from
time to time be increased or decreased by adjustments made on the records of the
Trustee, as custodian for the Depository, as hereinafter provided.

          Notes offered and sold in reliance on any exemption from registration
under the Securities Act other than pursuant to Rule 144A or Rule 501(a)(1),
(2), (3) or (7) or Regulation S shall be issued, and Notes offered and sold in
reliance on Rule 144A and Rule 501(a)(1), (2), (3) or (7) may be issued, in the
form of certificated Notes in registered form in substantially the form set
forth in EXHIBIT A hereto (the "U.S. PHYSICAL NOTES"). The Offshore Physical
Notes and the U.S. Physical Notes are sometimes collectively herein referred to
as the "PHYSICAL NOTES."

          The definitive Notes shall be typed, printed, lithographed or engraved
or produced by any combination of these methods or may be produced in any other
manner permitted by the rules of any securities exchange on which the Notes may
be listed, all as determined by the Officers executing such Notes, as evidenced
by their execution of such Notes.

                                     - 27 -
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          SECTION 2.02. EXECUTION AND AUTHENTICATION; AGGREGATE PRINCIPAL
AMOUNT.

          An Officer (who shall have been duly authorized by all requisite
corporate actions) shall sign the Notes for the Company by manual or facsimile
signature.

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

          A Note shall not be valid until an authorized signatory of the Trustee
manually signs the certificate of authentication on the Note. The signature
shall be conclusive evidence that the Note has been authenticated under this
Indenture.

          The Trustee shall authenticate (i) Initial Notes for original issue in
the aggregate principal amount at maturity not to exceed $100,000, (ii) Exchange
Notes from time to time for issue only pursuant to the Registration Rights
Agreement in exchange for a like principal amount at maturity of Initial Notes,
and (iii) subject to compliance with SECTION 4.12, one or more series of
Additional Notes for original issue after the Issue Date in an unlimited amount
in each case upon written orders of the Company in the form of an Officers'
Certificate, which Officers' Certificate shall, in the case of any issuance of
Additional Notes, certify that such issuance is in compliance with SECTION 4.12.
In addition, each Officers' Certificate 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, Exchange Notes or Additional Notes, and shall
further specify the amount of such Notes to be issued as Global Notes, Offshore
Physical Notes or U.S. Physical Notes. All Notes issued under this Indenture
shall vote and consent together on all matters as one class and no series of
Notes shall have the right to vote or consent as a separate class on any matter.

          The Trustee may appoint an authenticating agent (the "AUTHENTICATING
AGENT") reasonably acceptable to the Company to authenticate Notes. Unless
otherwise provided in the appointment, an Authenticating Agent may authenticate
Notes whenever the Trustee may do so. Each reference in this Indenture to
authentication by the Trustee includes authentication by such Authenticating
Agent. An Authenticating Agent has the same rights as an Agent to deal with the
Company and Affiliates of the Company.

          The Notes shall be issuable in fully registered form only, without
coupons, in denominations of $1,000 in principal amount at maturity and any
integral multiple thereof.

          SECTION 2.03. REGISTRAR AND PAYING AGENT.

          The Company shall maintain an office or agency which shall initially
be the office of the Trustee in the Borough of Manhattan, The City of New York,
where (a) Notes may be presented or surrendered for registration of transfer or
for exchange (the "REGISTRAR"), (b) Notes may be presented or surrendered for
payment (the "PAYING AGENT") and (c) notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company,
upon prior written notice to the Trustee, may have one or more co-Registrars and
one or more additional Paying Agents reasonably acceptable to the Trustee. The
term "Paying Agent" includes any additional Paying Agent. Neither the Company
nor any Affiliate of the Company may act as Paying Agent.

                                     - 28 -
<Page>

          The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee in writing, in advance, 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.

          The Company initially appoints the Trustee as Registrar, Paying Agent
and agent for service of demands and notices in connection with the Notes. The
Paying Agent or Registrar may resign upon thirty (30) days' written notice to
the Company.

          SECTION 2.04. OBLIGATIONS OF PAYING AGENT.

          The Company shall require each Paying Agent other than the Trustee to
agree in writing that such Paying Agent shall hold separate and apart from, and
not commingle with any other properties, for the benefit of the Holders or the
Trustee, all assets held by the Paying Agent for the payment of principal of, or
interest on, the Notes (whether such assets have been distributed to it by the
Company or any other obligor on the Notes), and the Paying Agent shall promptly
notify the Trustee in writing of any Default by the Company (or any other
obligor on the Notes) in making any such payment. The Company at any time may
require a Paying Agent to distribute all assets held by it to the Trustee and
account for any assets disbursed, and the Trustee may at any time during the
continuance of any payment Default, upon written request to a Paying Agent,
require such Paying Agent to distribute all assets held by it to the Trustee and
to account for any assets distributed. Upon receipt by the Trustee of all assets
that shall have been delivered by the Company to the Paying Agent, the Paying
Agent shall have no further liability for such assets.

          SECTION 2.05. HOLDER LISTS.

          The Trustee shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders and shall otherwise comply with TIA Section 312(a). If the Trustee
is not the Registrar, the Company shall furnish or cause the Registrar to
furnish to the Trustee before each Record Date and at such other times as the
Trustee may request in writing a list as of such date and in such form as the
Trustee may reasonably request of the names and addresses of the Holders, which
list may be conclusively relied upon by the Trustee.

          SECTION 2.06. TRANSFER AND EXCHANGE.

          Subject to the provisions of SECTIONS 2.14 and 2.15, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
at maturity of Notes of other authorized denominations, the Registrar or
co-Registrar shall register the transfer or make the exchange as requested;
PROVIDED, HOWEVER, that the Notes presented or surrendered for registration of
transfer or exchange shall be duly endorsed or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar or
co-Registrar, duly executed by the Holder thereof or his attorney duly
authorized in writing and such other documents as the Registrar or Co-Registrar
may reasonably require. To permit registrations of transfers and exchanges, the
Company shall issue and the Trustee shall authenticate Notes at the Registrar's
or co-Registrar's request. No service charge shall be made for any registration
of transfer or exchange, but the Company or the Trustee may require payment of a
sum sufficient to cover any transfer tax or similar governmental charge payable
in connection therewith (other than any such transfer taxes or similar
governmental charge payable upon exchanges or transfers pursuant to SECTION
2.10, 3.06, 4.15, 4.16 or 9.05, in which event the Company shall be responsible
for the payment of such taxes).

                                     - 29 -
<Page>

          The Registrar or co-Registrar shall not be required to register the
transfer or exchange of any Note (i) during a period beginning at the opening of
business fifteen (15) days before the mailing of a notice of redemption of Notes
and ending at the close of business on the day of such mailing and (ii) selected
for redemption in whole or in part pursuant to ARTICLE THREE, except the
unredeemed portion of any Note being redeemed in part.

          Any Holder of a Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Note may be effected
only through the Depository, in accordance with this Indenture and the
Applicable Procedures.

          SECTION 2.07. REPLACEMENT NOTES.

          If a mutilated Note is surrendered to the Trustee or if the Holder of
a Note claims in writing that the Note has been lost, destroyed or wrongfully
taken, then, in the absence of written notice to the Company or the Trustee that
such Note has been acquired by a protected purchaser, the Company shall issue
and the Trustee shall authenticate a replacement Note of like tenor and
principal amount and bearing a number not contemporaneously outstanding if the
Trustee's requirements are met. Except with respect to mutilated Notes, if
required by the Trustee or the Company, such Holder must provide an affidavit of
lost certificate and an indemnity bond or other indemnity, sufficient in the
judgment of both the Company and the Trustee, to protect the Company, the
Trustee or any Agent from any loss which any of them may suffer if a Note is
replaced. The Company may charge such Holder for its reasonable out-of-pocket
expenses in replacing a Note, including reasonable fees and expenses of its
counsel and of the Trustee and its counsel. In case any mutilated, lost,
destroyed or wrongfully taken Note has become or is about to become due and
payable, the Company in its discretion may pay such Note instead of issuing a
new Note in replacement thereof. Every replacement Note shall constitute an
additional obligation of the Company, entitled to the benefits of this
Indenture.

          SECTION 2.08. OUTSTANDING NOTES.

          Notes outstanding at any time are all the Notes that have been
authenticated by the Trustee except those cancelled by it, those delivered to it
for cancellation and those described in this SECTION 2.08 as not outstanding.
Subject to the provisions of SECTION 2.09, a Note does not cease to be
outstanding because the Company or any of its Affiliates holds the Note.

          If a Note is replaced pursuant to SECTION 2.07 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding unless the
Trustee receives proof satisfactory to it that the replaced Note is held by a
protected purchaser. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to SECTION 2.07.

          If on a Redemption Date or the Maturity Date the Paying Agent holds
U.S. Legal Tender or U.S. Government Obligations sufficient to pay all of the
principal and interest due on 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 2.09. TREASURY NOTES; WHEN NOTES ARE DISREGARDED.

          In determining whether the Holders of the required principal amount at
maturity of Notes have concurred in any direction, waiver, consent or notice,
Notes owned by the Company or any of its Affiliates shall be considered as
though they are not outstanding, except that for the purposes of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent,

                                     - 30 -
<Page>

only Notes which the Trustee actually knows are so owned shall be so considered.
Notes so owned which have been pledged in good faith may be regarded as
outstanding if the pledgee establishes to the satisfaction of the Trustee the
pledgee's right so to act with respect to such Notes and that the pledgee is not
the Company or any other obligor upon the Notes or any Affiliate of the Company
or of such other obligor.

          SECTION 2.10. TEMPORARY NOTES.

          Until definitive Notes are ready for delivery, the Company may prepare
and execute and the Trustee shall authenticate temporary Notes upon receipt of a
written order of the Company in the form of an Officers' Certificate. The
Officers' Certificate shall specify the amount of temporary Notes to be
authenticated and the date on which the temporary Notes are to be authenticated.
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 upon receipt of a written order of the Company pursuant to SECTION
2.02 definitive Notes in exchange for temporary Notes. Until so exchanged, the
temporary Notes shall be entitled to the same benefits under this Indenture as
definitive Notes.

          SECTION 2.11. CANCELLATION.

          The Company at any time may deliver Notes previously authenticated
hereunder which the Company has acquired in any lawful manner, to the Trustee
for cancellation. The Registrar and the Paying Agent shall forward to the
Trustee any Notes surrendered to them for transfer, exchange or payment. The
Trustee, or at the direction of the Trustee, the Registrar or the Paying Agent,
and no one else, shall cancel all Notes surrendered for transfer, exchange,
payment or cancellation. Subject to SECTION 2.07, the Company may not issue new
Notes to replace Notes that it has paid or delivered to the Trustee for
cancellation. If the Company shall acquire any of the Notes, such acquisition
shall not operate as a redemption or satisfaction of the Indebtedness
represented by such Notes unless and until the same are surrendered to the
Trustee for cancellation pursuant to this SECTION 2.11. The Trustee shall
dispose of all cancelled Notes in accordance with customary procedures or, at
the written request of the Company, shall return the same to the Company.

          SECTION 2.12. CUSIP NUMBERS.

          A "CUSIP" number shall be printed on the Notes, and the Trustee shall
use the CUSIP number in notices of redemption, purchase 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 change in the CUSIP number.

          SECTION 2.13. DEPOSIT OF MONEYS.

          Prior to 10:00 a.m. New York City time on each Interest Payment Date
and the Maturity Date, the Company shall deposit with the Paying Agent U.S.
Legal Tender sufficient to make cash payments, if any, due on such Interest
Payment Date or the Maturity Date, as the case may be.

                                     - 31 -
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          SECTION 2.14. BOOK-ENTRY PROVISIONS FOR GLOBAL NOTES.

          (a)     The Global Notes initially shall (i) be registered in the name
of the Depository or the nominee of such Depository, (ii) be delivered to the
Trustee as custodian for such Depository and (iii) bear legends as set forth in
EXHIBIT C.

          Members of, or participants in, the Depository ("AGENT MEMBERS") shall
have no rights under this Indenture with respect to any Global Note held on
their behalf by the Depository, or the Trustee as its custodian, or under any
Global Note, and the Depository may be treated by the Company, the Trustee and
any agent of the Company or the Trustee as the absolute owner of the Global Note
for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall
prevent the Company, the Trustee or any agent of the Company or the Trustee from
giving effect to any written certification, proxy or other authorization
furnished by the Depository or impair, as between the Depository and its Agent
Members, the operation of customary practices governing the exercise of the
rights of a Holder of any Note.

          (b)     Transfers of the Global Notes shall be limited to transfers in
whole, but not in part, to the Depository, its successors or their respective
nominees. Interests of beneficial owners in the Global Notes may be transferred
or exchanged in accordance with the Applicable Procedures of the Depository and
the provisions of SECTION 2.15. In addition, Physical Notes shall be transferred
to all beneficial owners in exchange for their beneficial interests in the
Global Notes if (i) the Depository notifies the Company that it is unwilling or
unable to continue as Depository for the Global Notes and a successor Depository
is not appointed by the Company within ninety (90) days of such notice or (ii)
an Event of Default has occurred and is continuing and the Registrar has
received a request from the Depository to issue Physical Notes.

          (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 a beneficial interest in such other Global Note and, accordingly,
shall thereafter be subject to all transfer restrictions, if any, and other
procedures applicable to a beneficial interest in such other Global Notes for as
long as it remains such an interest.

          (d)     In connection with any transfer or exchange of a portion of
the beneficial interest in the Global Note to beneficial owners pursuant to
PARAGRAPH (b), the Registrar shall (if one or more Physical Notes are to be
issued) reflect on its books and records the date and a decrease in the
principal amount of the Global Note in an amount equal to the principal amount
of the beneficial interest in the Global Note to be transferred, and the Company
shall execute, and the Trustee shall authenticate and deliver, one or more
Physical Notes of like tenor and aggregate principal amount.

          (e)     In connection with the transfer of an entire Global Note to
beneficial owners pursuant to PARAGRAPH (b), the Global Notes 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 Depository in exchange for its beneficial interest in the
Global Notes, an equal aggregate principal amount of Physical Notes of
authorized denominations.

          (f)     Any Physical Note constituting a Restricted Security delivered
in exchange for an interest in the Global Note pursuant to PARAGRAPH (b) or (c)
shall, except as otherwise provided by PARAGRAPHS (a)(i)(x) and (c) of SECTION
2.15, bear the legend regarding transfer restrictions applicable to the Physical
Notes set forth in EXHIBIT A.

                                     - 32 -
<Page>

          (g)     The Holder of a Global Note may grant proxies and otherwise
authorize any Person, including Agent Members and Persons that may hold
interests through Agent Members, to take any action which a Holder is entitled
to take under this Indenture or the Notes.

          SECTION 2.15. SPECIAL TRANSFER PROVISIONS.

          (a)     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
Security to any Institutional Accredited Investor which is not a QIB or to any
Non-U.S. Person:

          (i)     the Registrar shall register the transfer of any Note
     constituting a Restricted Security, whether or not such Note bears the
     Private Placement Legend, if (x) the requested transfer is after July 7,
     2005 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 D hereto 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; and

          (ii)    if the proposed transferor is an Agent Member holding a
     beneficial interest in the Global Note, upon receipt by the Registrar of
     (x) the certificate, if any, required by PARAGRAPH (i) above and (y)
     instructions given in accordance with the Applicable Procedures and the
     Registrar's procedures,

whereupon (1) the Registrar shall reflect on its books and records the date and
(if the transfer does not involve a transfer of outstanding Physical Notes) a
decrease in the principal amount of the Global Note in an amount equal to the
principal amount of the beneficial interest in the Global Note to be
transferred, and (2) the Company shall execute and the Trustee shall
authenticate and deliver one or more Physical Notes of like tenor and principal
amount.

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

          (i)     the Registrar shall register the transfer if such transfer is
     being made by a proposed transferor who has checked the box provided for on
     the form of Note stating, or has otherwise advised the Company and the
     Registrar in writing, that the sale has been made in compliance with the
     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 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

          (ii)    if the proposed transferee is an Agent Member, and the Notes
     to be transferred consist of Physical 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 Applicable Procedures and the
     Registrar's procedures, the Registrar shall reflect on its books and
     records the

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     date and an increase in the principal amount of the Global Note in an
     amount equal to the principal amount of the Physical Notes to be
     transferred, and the Trustee shall cancel the Physical Notes so
     transferred.

          (c)     PRIVATE PLACEMENT LEGEND. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
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) the circumstance contemplated by PARAGRAPH (a)(i)(x) of this SECTION
2.15 exists or (ii) 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. The
Registrar shall not register a transfer of any Note unless such transfer
complies with the restrictions on transfer of such Note set forth in this
Indenture. In connection with any transfer of Notes, each Holder agrees by its
acceptance of the Notes to furnish the Registrar or the Company such
certifications, legal opinions or other information as either of them may
reasonably require to confirm that such transfer is being made pursuant to an
exemption from, or a transaction not subject to, the registration requirements
of the Securities Act; PROVIDED THAT the Registrar shall not be required to
determine (but may rely on a determination made by the Company with respect to)
the sufficiency of any such certifications, legal opinions or other information.

          (d)     GENERAL. By its acceptance of any Note bearing the Private
Placement Legend, each Holder of such a 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.

          The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to SECTION 2.14 or this SECTION 2.15.
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 written notice to the Registrar.

                                  ARTICLE THREE

                                   REDEMPTION

          SECTION 3.01. OPTIONAL REDEMPTION.

          The Company may, at its option, redeem the Notes, in whole or in part,
at specified times and under specified conditions, as set forth in Paragraph 5
of the Notes. If the Company elects to redeem Notes pursuant to Paragraph 5 of
the Notes, it shall, at least forty-five (45) days (or such shorter period as
the Trustee may agree) before the Redemption Date, furnish to the Trustee and
Paying Agent an Officers Certificate setting forth the Redemption Date and the
principal amount at maturity of the Notes to be redeemed and the clause of this
Indenture or the Notes pursuant to which the redemption shall occur.

          Each Officers' Certificate provided for in this SECTION 3.01 shall be
accompanied by an Opinion of Counsel stating that such redemption shall comply
with the conditions contained herein and in the Notes.

          SECTION 3.02. SELECTION OF NOTES TO BE REDEEMED.

          If fewer than all of the Notes are to be redeemed pursuant to
Paragraph 5 of the Notes, the Trustee shall select the Notes to be redeemed (1)
in compliance with the requirements of the principal

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national securities exchange, if any, on which such Notes are listed or (2) if
such Notes are not then listed on a national securities exchange by lot,
PROVIDED THAT no partial redemption will reduce the principal amount at maturity
of a Note not redeemed to less than $1,000; and PROVIDED, FURTHER, that if a
partial redemption is made with the proceeds of an Equity Offering then the
selection of the Notes or portions thereof for redemption shall be made by the
Trustee only on a PRO RATA basis or on as nearly a PRO RATA basis as is
practicable (subject to the procedures of the Depository), unless such method is
prohibited. The Trustee shall make the selection from the Notes outstanding and
not previously called for redemption and shall 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 at maturity thereof, to be
redeemed. Notes in denominations of $1,000 in principal amount at maturity may
be redeemed only in whole. The Trustee may select for redemption portions (equal
to $1,000 in principal amount at maturity or any integral multiple thereof) of
the principal of Notes that have denominations larger than $1,000. Provisions of
this Indenture that apply to Notes called for redemption also apply to portions
of Notes called for redemption.

          SECTION 3.03. NOTICE OF REDEMPTION.

          At least thirty (30) days but not more than sixty (60) days before a
Redemption Date, the Company shall mail or cause to be mailed a notice of
redemption by first class mail, postage prepaid, to each Holder whose Notes are
to be redeemed at its registered address, with a copy to the Trustee and any
Paying Agent. At the Company's written request, the Trustee shall give the
notice of redemption in the Company's name and at the Company's expense. Failure
to give Notice of redemption, or any defect therein to any Holder of any Note
selected for redemption shall not impair or affect the validity of the
redemption of any other Note.

          Each notice of redemption shall identify the Notes to be redeemed and
shall state:

          (1)     the Redemption Date;

          (2)     the Redemption Price and the amount of accrued interest, if
     any, to be paid;

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

          (4)     the CUSIP number;

          (5)     the subparagraph of the Notes pursuant to which such
     redemption is being made;

          (6)     the place where such Notes called for redemption must be
     surrendered to the Paying Agent to collect the Redemption Price plus
     accrued interest, if any;

          (7)     that, unless the Company fails to deposit with the Paying
     Agent funds in satisfaction of the applicable Redemption Price plus accrued
     interest, if any, interest on Notes called for redemption ceases to accrue
     on and after the Redemption Date in accordance with SECTION 3.05, and the
     only remaining right of the Holders of such Notes is to receive payment of
     the Redemption Price plus accrued interest, if any, upon surrender to the
     Paying Agent of the Notes redeemed;

          (8)     if any Note is being redeemed in part, the portion of the
     principal amount at maturity of such Note to be redeemed and that, after
     the Redemption Date, and upon surrender of such Note, a new Note or Notes
     in the aggregate principal amount at maturity equal to the unredeemed
     portion thereof shall be issued; and

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          (9)     if fewer than all the Notes are to be redeemed, the
     identification of the particular Notes (or portion thereof) to be redeemed,
     as well as the aggregate principal amount at maturity of Notes to be
     redeemed and the aggregate principal amount at maturity of Notes to be
     outstanding after such partial redemption.

          If any of the Notes to be redeemed is in the form of a Global Note,
then the Company shall modify such notice to the extent necessary to accord with
the procedures of the Depository applicable to redemption.

          SECTION 3.04. EFFECT OF NOTICE OF REDEMPTION.

          Once notice of redemption is mailed in accordance with SECTION 3.03,
Notes or portions thereof called for redemption shall become irrevocably due and
payable on the Redemption Date and at the Redemption Price plus accrued
interest, if any. Upon surrender to the Trustee or Paying Agent, such Notes or
portions thereof called for redemption shall be paid at the Redemption Price
plus accrued interest thereon, if any, to the Redemption Date, but installments
of interest the maturity of which is on or prior to the Redemption Date shall be
payable to Holders of record at the close of business on the relevant Record
Dates referred to in the Notes.

          SECTION 3.05. DEPOSIT OF REDEMPTION PRICE.

          Not later than 10:00 a.m. local time in the place of payment on the
Redemption Date, the Company shall deposit with the Paying Agent U.S. Legal
Tender sufficient to pay the Redemption Price plus accrued interest, if any, of
all Notes or portions thereof to be redeemed on that date.

          The Paying Agent shall promptly return to the Company any U.S. Legal
Tender so deposited which is not required for that purpose, except with respect
to monies owed as obligations to the Trustee pursuant to ARTICLE SEVEN.

          If the Company complies with the preceding paragraph, then, unless the
Company defaults in the payment of such Redemption Price plus accrued interest,
if any, interest on the Notes to be redeemed shall cease to accrue on and after
the applicable Redemption Date, whether or not such Notes are presented for
payment.

          SECTION 3.06. NOTES REDEEMED IN PART.

          Upon surrender of a Note that is to be redeemed in part, the Company
shall issue and the Trustee shall authenticate for the Holder at the expense of
the Company a new Note or Notes equal in principal amount at maturity to the
unredeemed portion of the Note surrendered.

                                  ARTICLE FOUR

                                    COVENANTS

          SECTION 4.01. PAYMENT OF NOTES.

          The Company shall pay the principal of, or premium, if any, or
interest on the Notes on the dates and in the manner provided in the Notes and
in this Indenture. An installment of principal of, or premium, if any, or
interest on the Notes shall be considered paid on the date it is due if the
Trustee or Paying Agent (other than the Company or an Affiliate of the Company)
holds on that date U.S. Legal Tender designated for and sufficient to pay the
installment in full.

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          Notwithstanding anything to the contrary contained in this Indenture,
the Company may, to the extent it is required to do so by law, deduct or
withhold income or other similar taxes imposed by the United States from
principal or interest payments hereunder.

          SECTION 4.02. MAINTENANCE OF OFFICE OR AGENCY.

          The Company shall maintain the office or agency required under SECTION
2.03. The Company shall give prior 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 and the Company hereby appoints the Trustee as its agent to receive all
such presentations, surrenders, notices and demands.

          SECTION 4.03. CORPORATE EXISTENCE.

          Except as otherwise permitted by ARTICLE FOUR, ARTICLE FIVE and
ARTICLE TEN, the Company shall do or cause to be done, at its own cost and
expense, all things necessary to preserve and keep in full force and effect its
corporate existence and the corporate existence of each of its Restricted
Subsidiaries in accordance with the respective organizational documents of each
such Restricted Subsidiary and the material rights (charter and statutory) and
franchises of the Company and each such Restricted Subsidiary; PROVIDED,
HOWEVER, that the Company shall not be required to preserve, with respect to
itself, any material right or franchise and, with respect to any of its
Restricted Subsidiaries, any such existence, material right or franchise, if the
Board of Directors of the Company, shall determine in good faith 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. PAYMENT OF TAXES AND OTHER CLAIMS.

          The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Restricted
Subsidiaries or its properties or any of its Restricted Subsidiaries' properties
and (ii) all material lawful claims for labor, materials and supplies that, if
unpaid, might by law become a Lien upon its properties or any of its Restricted
Subsidiaries' properties; 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 or claim whose amount, applicability or validity is being or
shall be contested in good faith by appropriate proceedings properly instituted
and diligently conducted for which adequate reserves, to the extent required
under GAAP, have been taken.

          SECTION 4.05. MAINTENANCE OF PROPERTIES AND INSURANCE.

          (a)     The Company shall, and shall cause each of its Domestic
Restricted Subsidiaries to, maintain in good working order and condition in all
material respects (subject to ordinary wear and tear) its properties that are
used or useful in the conduct of its business and that are material to the
conduct of such business, and make all necessary repairs, renewals,
replacements, additions, betterments and improvements thereto and actively
conduct and carry on its business; PROVIDED, HOWEVER, that nothing in this
SECTION 4.05 shall prevent the Company or any of its Domestic Restricted
Subsidiaries from discontinuing the operation and maintenance of any of its
properties if such discontinuance is, in the good faith judgment of the Board of
Directors or other governing body of the Company or the Domestic Restricted
Subsidiary concerned, as the case may be, desirable in the conduct of its
businesses and is not disadvantageous in any material respect to the Holders.

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          (b)     The Company shall maintain insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith
judgment of the Company, are adequate and appropriate for the conduct of the
business of the Company and its Domestic Restricted Subsidiaries in a prudent
manner, with reputable insurers or with the government of the United States or
an agency or instrumentality thereof, in such amounts, with such deductibles,
and by such methods as shall be customary, in the good faith judgment of the
Company, for companies similarly situated in the industry.

          SECTION 4.06. COMPLIANCE CERTIFICATE; NOTICE OF DEFAULT.

          (a)     The Company shall deliver to the Trustee, within ninety (90)
days after the end of the Company's fiscal year, an Officers' Certificate
stating that a review of the activities of the Company and its Restricted
Subsidiaries during the preceding fiscal year has been made under the
supervision of the signing Officers (one of whom is the principal executive
officer, principal financial officer or principal accounting officer) with a
view to determining whether they have kept, observed, performed and fulfilled
its obligations under this Indenture and the other Indenture Documents and
further stating, as to each such Officer signing such certificate, that to the
best of such Officer's actual knowledge the Company and its Restricted
Subsidiaries during such preceding fiscal year have kept, observed, performed
and fulfilled each and every condition and covenant under this Indenture and the
other Indenture Documents in all material respects and at the date of such
certificate there is no Default or Event of Default that has occurred and is
continuing or, if such signers do know of such Default or Event of Default, the
certificate shall describe the Default or Event of Default and its status with
particularity.

          (b)     The annual financial statements delivered pursuant to SECTION
4.08 shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of ARTICLE FOUR or ARTICLE FIVE insofar as they relate to accounting
matters or, if they believe that any such violation has occurred, specifying the
nature and period of existence thereof, it being understood that such
accountants shall not be liable directly or indirectly to any Person for any
failure to obtain knowledge of any such violation.

          (c)     The Company shall, so long as any Notes are outstanding, upon
any Officer of the Company becoming aware of any Default or Event of Default,
deliver to the Trustee an Officers' Certificate specifying such Default or Event
of Default within five (5) Business Days of such Officer becoming aware of such
occurrence.

          SECTION 4.07. [RESERVED].

          SECTION 4.08. REPORTS TO HOLDERS.

          Whether or not required by the rules and regulations of the
Commission, so long as any Notes are outstanding, the Company will furnish to
the Trustee and, upon request, to the Holders of Notes:

          (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 the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" that
describes the financial condition and results of operations of the Company and
its consolidated Subsidiaries (showing in reasonable detail, either on the face
of the financial statements or in the footnotes thereto and in Management's
Discussion and Analysis of Financial Condition and Results of Operations, the
financial condition and results of operations of the Company and its Restricted

                                     - 38 -
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Subsidiaries separate from the financial condition and results of operations of
the Unrestricted Subsidiaries of the Company, if any) and, with respect to the
annual information only, a report thereon by the Company's certified independent
accountants; and

          (2)     all current reports that would be required to be filed with
the Commission on Form 8-K if the Company were required to file such reports, in
each case within the time periods specified in the Commission's rules and
regulations.

          In addition, following the consummation of the Exchange Offer
contemplated by the Registration Rights Agreement, whether or not required by
the rules and regulations of the Commission, the Company will file a copy of all
such information and reports with the Commission for public availability within
the time periods specified in the Commission's rules and regulations (unless the
Commission will not accept such a filing). In addition, prior to the
consummation of the Exchange Offer, for so long as any Notes remain outstanding,
the Company will furnish to the Holders upon their request, the information
required to be delivered pursuant to Rule 144(A)(d)(4) under the Securities Act.

          The receipt by the Trustee of any such reports and documents pursuant
to this Section 4.08 shall not constitute notice or constructive notice of any
information contained in such documents or determinable from information
contained in such documents, including the Issuer's compliance with any
covenants hereunder (as to which the Trustee is entitled to rely exclusively on
an Officers' Certificate).

          SECTION 4.09. WAIVER OF STAY, EXTENSION OR USURY LAWS.

          The Company covenants (to the extent that it may lawfully do so) that
it shall not at any time insist upon, plead, 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 that would prohibit or forgive the Company from paying all or any
portion of the principal of, premium, if any, or interest on the Notes as
contemplated herein, wherever enacted, now or at any time hereafter in force, or
which may affect the covenants or the performance of this Indenture; and (to the
extent that it may lawfully do so) the Company hereby expressly waives all
benefit or advantage of any such law, and covenants that it shall not, by resort
to any such law, hinder, delay or impede the execution of any power herein
granted to the Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

          SECTION 4.10. LIMITATION ON RESTRICTED PAYMENTS.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly:

          (1)     declare or pay any dividend or make any distribution on or in
respect of shares of Capital Stock of the Company or its Restricted Subsidiaries
to holders of such Capital Stock, other than (i) dividends or distributions
payable in Qualified Capital Stock of the Company, (ii) dividends and
distributions payable to the Company or another Restricted Subsidiary of the
Company and (iii) pro rata dividends or distributions payable by a Restricted
Subsidiary of the Company that is not a Wholly-Owned Subsidiary of the Company
to minority holders of Capital Stock of such Restricted Subsidiary;

          (2)     purchase, redeem or otherwise acquire or retire for value any
Capital Stock of the Company other than in exchange for Qualified Capital Stock
of the Company;

          (3)     make any principal payment on, purchase, defease, redeem,
prepay or otherwise acquire or retire for value, prior to any scheduled final
maturity, scheduled repayment or scheduled

                                     - 39 -
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sinking fund payment, any Indebtedness of the Company or any Guarantor that is
subordinate or junior in right of payment to the Notes or a Guarantee; or

          (4)     make any Investment (other than Permitted Investments);

(each of the foregoing actions set forth in clauses (1), (2), (3) and (4) being
referred to as a "RESTRICTED PAYMENT");

if at the time of such Restricted Payment or immediately after giving effect
thereto,

                  (i)     a Default or an Event of Default shall have occurred
     and be continuing; or

                  (ii)    the Company is not able to incur at least $1.00 of
     additional Indebtedness (other than Permitted Indebtedness) in compliance
     with SECTION 4.12; or

                  (iii)   the aggregate amount of Restricted Payments (including
     such proposed Restricted Payment) made subsequent to the Issue Date (the
     amount expended for such purposes, if other than in cash, being the Fair
     Market Value of such property as determined in good faith by the Board of
     Directors of the Company at the time of the making thereof) shall exceed
     the sum of:

                          (u)     50% of the cumulative Consolidated Net Income
          (or if cumulative Consolidated Net Income is a negative number, 100%
          of such Consolidated Net Income) of the Company earned subsequent to
          the Issue Date and ending on the date the Restricted Payment occurs
          (the "REFERENCE DATE") (treating such period as a single accounting
          period); plus

                          (v)     100% of the aggregate net cash proceeds
          received by the Company from any Person (other than a Restricted
          Subsidiary of the Company) from the issuance and sale subsequent to
          the Issue Date and on or prior to the Reference Date of Qualified
          Capital Stock of the Company; plus

                          (w)     100% of the aggregate net cash proceeds
          received by the Company or any of its Restricted Subsidiaries
          subsequent to the Issue Date and on or prior to the Reference Date
          from the issuance and sale of Indebtedness (including Disqualified
          Capital Stock of the Company) that has been converted into or
          exchanged for Qualified Capital Stock of the Company together with the
          aggregate cash received by the Company or such Restricted Subsidiary
          at the time of such conversion or exchange and the amount of any
          accrued interest then outstanding on any Indebtedness that is paid in
          Qualified Capital Stock of the Company; plus

                          (x)     without duplication of any amounts included in
          clause (iii)(v) above, 100% of the aggregate net cash proceeds of any
          equity contribution received by the Company from a holder of the
          Company's Capital Stock subsequent to the Issue Date and on or prior
          to the Reference Date; plus

                          (y)     the sum of (1) without duplication of any
          amounts included in Consolidated Net Income in clause (iii)(u) above,
          the aggregate amount paid in cash or Cash Equivalents to the Company
          or a Restricted Subsidiary of the Company on or with respect to
          Investments (other than Permitted Investments) made subsequent to the
          Issue Date whether through interest payments, principal payments,
          dividends or other

                                     - 40 -
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          distributions or payments, (2) the net cash proceeds received by the
          Company or any of its Restricted Subsidiaries from the disposition of
          all or any portion of such Investments (other than to a Restricted
          Subsidiary of the Company) and (3) upon redesignation of an
          Unrestricted Subsidiary as a Restricted Subsidiary, the fair market
          value of such Subsidiary; PROVIDED, HOWEVER, that the sum of clauses
          (1), (2) and (3) above shall not exceed the aggregate amount of all
          such Investments made subsequent to the Issue Date; plus

                          (z)     $5.0 million.

In the case of clauses (iii)(v) and (w) above, any net cash proceeds from
issuances and sales of Qualified Capital Stock of the Company financed directly
or indirectly using funds borrowed from the Company or any Subsidiary of the
Company, shall be excluded until and to the extent such borrowing is repaid.

          Notwithstanding the foregoing, the provisions set forth in the
immediately preceding paragraph do not prohibit:

          (1)     the payment of any dividend or other distribution or
redemption within 60 days after the date of declaration of such dividend or call
for redemption if such payment would have been permitted on the date of
declaration or call for redemption;

          (2)     the repurchase, redemption or other acquisition or retirement
of any shares of Qualified Capital Stock of the Company, either (i) solely in
exchange for other shares of Qualified Capital Stock of the Company or (ii)
through the application of net proceeds of a substantially concurrent sale for
cash (other than to a Restricted Subsidiary of the Company) of shares of
Qualified Capital Stock of the Company;

          (3)     the repurchase, retirement, redemption or other repayment or
acquisition of any Indebtedness of the Company or the Guarantors that is
subordinate or junior in right of payment to the Notes and Guarantees either (i)
solely in exchange for shares of Qualified Capital Stock of the Company, or (ii)
through the application of net proceeds of a substantially concurrent sale for
cash (other than to a Restricted Subsidiary of the Company) of (a) shares of
Qualified Capital Stock of the Company or (b) if no Default or Event of Default
shall have occurred and be continuing or would exist after giving effect
thereto, Refinancing Indebtedness;

          (4)     if no Default or Event of Default shall have occurred and be
continuing or would exist after giving effect thereto, an Investment through the
application of the net proceeds of a substantially concurrent sale for cash
(other than to a Restricted Subsidiary of the Company) of shares of Qualified
Capital Stock of the Company;

          (5)     if no Default or Event of Default shall have occurred and be
continuing or would exist after giving effect thereto, a Restricted Payment to
pay for the repurchase or other acquisition of shares of Capital Stock of the
Company or any direct or indirect parent company of the Company from officers,
former officers, employees, former employees, directors or former directors of
the Company or any of its Subsidiaries (or permitted transferees of such
officers, former officers, employees, former employees, directors or former
directors) pursuant to the terms of any agreements (including employment
agreements) or plans (or amendments thereto) under which such Capital Stock was
issued; PROVIDED, HOWEVER, that the aggregate amount of such repurchases and
other acquisitions shall not exceed $1.0 million in any fiscal year, plus any
life insurance proceeds received by the Company or any of its Restricted
Subsidiaries in connection with such officers, employees and directors, plus up
to $500,000 of any unused amount permitted under this clause (5) for the
immediately preceding year;

                                     - 41 -
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          (6)     if no Default or Event of Default shall have occurred and be
continuing or would exist after giving effect thereto, the payment of the
management fee to the extent provided for in the Management Agreement;

          (7)     the repurchase, redemption or other repayment of any
Indebtedness which is subordinated to the Notes or the Guarantees in the event
of a change of control in accordance with provisions similar to SECTION 4.15,
PROVIDED THAT, prior to such repurchase, redemption or other repayment the
Company has made the Change of Control Offer as provided in such Section with
respect to the Notes and prior to or concurrently with such repurchase,
redemption or other repayment has repurchased all Notes validly tendered for
payment in connection with such Change of Control Offer;

          (8)     the declaration or making of a Restricted Payment by the
Company for the purpose of paying dividends on the Common Stock of the Company
or any holding company of the Company following a Public Equity Offering of the
Company or such holding company resulting in gross proceeds of at least $30.0
million in an amount not to exceed 6% per annum of the net cash proceeds
received by the Company from all Public Equity Offerings;

          (9)     payments or distributions to dissenting stockholders of
Capital Stock of the Company pursuant to applicable law, pursuant to or in
connection with a consolidation, merger or transfer of assets that complies with
the provisions of this Indenture applicable to mergers, consolidations and
transfers of all or substantially all of the property and assets of the Company
or any of its Restricted Subsidiaries; and

          (10)    dividends to any direct holding company of the Company to be
used by such holding company solely to pay its franchise taxes and reasonable
directors' fees and other fees and expenses owing by it in the ordinary course
of business in an aggregate amount not to exceed $250,000 in any fiscal year, to
the extent actually used by such holding company to pay such taxes, fees and
expenses.

          In determining the aggregate amount of Restricted Payments made
subsequent to the Issue Date in accordance with clause (iii) of the second
immediately preceding paragraph, amounts expended pursuant to clauses (1),
2(ii), 3(ii)(a), (4), (5) and (7) through (10) shall be included in such
calculation.

          SECTION 4.11. LIMITATION ON TRANSACTIONS WITH AFFILIATES.

          (a)     The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or permit to
exist any transaction or series of related transactions (including, without
limitation, the purchase, sale, lease or exchange of any property or the
rendering of any service) with, or for the benefit of, any of its Affiliates
(each an "AFFILIATE TRANSACTION"), other than (x) Affiliate Transactions
permitted under paragraph (b) below and (y) Affiliate Transactions on terms that
are no less favorable than those that might reasonably have been obtained in a
comparable transaction at such time on an arm's-length basis from a Person that
is not an Affiliate of the Company or such Restricted Subsidiary.

          All Affiliate Transactions (and each series of related Affiliate
Transactions which are similar or part of a common plan) involving aggregate
payments or other property with a Fair Market Value in excess of $2.5 million
shall be approved by the Board of Directors of the Company or such Restricted
Subsidiary, as the case may be, such approval to be evidenced by a Board
Resolution stating that such Board of Directors has determined that such
transaction complies with the foregoing provisions. If the Company or any
Restricted Subsidiary of the Company enters into an Affiliate Transaction (or a
series of related Affiliate Transactions related to a common plan) that involves
an aggregate Fair Market

                                     - 42 -
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Value of more than $10.0 million, the Company or such Restricted Subsidiary, as
the case may be, shall, prior to the consummation thereof, obtain a favorable
opinion as to the fairness of such transaction or series of related transactions
to the Company or the relevant Restricted Subsidiary, as the case may be, from a
financial point of view, from an Independent Financial Advisor and file the same
with the Trustee.

          (b)     The restrictions set forth in the first paragraph of this
SECTION 4.11 shall not apply to:

          (1)     reasonable fees and compensation paid to and indemnity
provided on behalf of officers, directors, employees or consultants of the
Company or any Restricted Subsidiary of the Company as determined in good faith
by the Company's Board of Directors or senior management;

          (2)     transactions exclusively between or among the Company and any
of its Restricted Subsidiaries or exclusively between or among such Restricted
Subsidiaries;

          (3)     any agreement as in effect as of the Issue Date or any
amendment thereto or any transaction contemplated thereby (including pursuant to
any amendment thereto and any extension of the maturity thereof) and any
replacement agreement thereto so long as any such amendment or replacement
agreement is not materially more disadvantageous to the Holders, in any material
respect than the original agreement as in effect on the Issue Date;

          (4)     Restricted Payments permitted by this Indenture;

          (5)     any employment, stock option, stock repurchase, employee
benefit compensation, business expense reimbursement, severance, termination or
other employment-related agreements, arrangements or plans entered into by the
Company or any of its Restricted Subsidiaries in the ordinary course of
business;

          (6)     payments pursuant to the Management Agreement;

          (7)     arrangements with directors of the Company existing on the
Issue Date as disclosed in the Offering Circular;

          (8)     issuance of Qualified Capital Stock of the Company and the
granting of registration rights with respect to such Qualified Capital Stock;

          (9)     an Affiliate Transaction that constitutes a Permitted
Investment; and

          (10)    any transaction on arm's-length terms with a non-Affiliate
that becomes an Affiliate as a result of such transaction.

          SECTION 4.12. LIMITATION ON INCURRENCE OF ADDITIONAL INDEBTEDNESS.

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); PROVIDED, HOWEVER, that the Company or any
of its Restricted Subsidiaries that is or, upon such incurrence, becomes a
Guarantor may incur Indebtedness (including, without limitation, Acquired
Indebtedness) if on the date of the incurrence of such Indebtedness the
Consolidated Fixed Charge Coverage Ratio of the Company will be, after giving
effect to the incurrence thereof and the application of the proceeds thereof,
greater than 2.25 to 1.0.

                                     - 43 -
<Page>

          SECTION 4.13. LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS
AFFECTING RESTRICTED SUBSIDIARIES.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create or otherwise cause or
permit to exist or become effective any encumbrance or restriction on the
ability of any Restricted Subsidiary of the Company to:

          (1)     pay dividends or make any other distributions on or in respect
of its Capital Stock;

          (2)     make loans or advances or to pay any Indebtedness or other
obligation owed to the Company or any other Restricted Subsidiary of the
Company; or

          (3)     transfer any of its property or assets to the Company or any
other Restricted Subsidiary of the Company,

          except for such encumbrances or restrictions existing under or by
reason of:

          (a)     applicable law;

          (b)     this Indenture, the other Indenture Documents and the
Intercreditor Agreement;

          (c)     in the case of clause (3) above, (A) agreements or instruments
that restrict in a customary manner the subletting, assignment or transfer of
any property or asset that is a lease, license, conveyance or contract or
similar property or asset, (B) any transfer of, agreement to transfer, option or
right with respect to, or Lien on, any property or assets of the Company or any
Restricted Subsidiary not otherwise prohibited by this Indenture or (C)
provisions arising or agreed to in the ordinary course of business not relating
to Indebtedness that do not, individually or in the aggregate, detract from the
value of property or assets of the Company or any of its Restricted Subsidiaries
or the ability of the Company or such Restricted Subsidiary, as the case may be,
to use such property or assets, in each case in any manner material to the
Company or any of its Restricted Subsidiaries;

          (d)     any agreement or instrument governing Acquired Indebtedness,
which encumbrance or restriction is not applicable to any Person, or the
properties or assets of any Person, other than the Person or the properties or
assets of the Person so acquired;

          (e)     any encumbrances or restrictions contained in the Credit
Agreement as in effect on the Issue Date (and any amendments thereto or
replacements or substitutions thereof that are not more materially restrictive
to the Company and its Restricted Subsidiaries than such encumbrances or
restrictions);

          (f)     agreements or instruments existing on the Issue Date to the
extent and in the manner such agreements are in effect on the Issue Date;

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

          (h)     restrictions on the transfer of assets subject to any Lien
permitted under this Indenture imposed by the holder of such Lien;

                                     - 44 -
<Page>

          (i)     restrictions imposed by any agreement to sell assets or
Capital Stock permitted under this Indenture to any Person pending the closing
of such sale;

          (j)     provisions in joint venture agreements and other similar
agreements (in each case relating solely to the respective joint venture or
similar entity or the equity interests therein) entered into in the ordinary
course of business;

          (k)     restrictions contained in the terms of the Purchase Money
Indebtedness or Capitalized Lease Obligations not incurred in violation of this
Indenture; PROVIDED, THAT such restrictions relate only to the property financed
with such Indebtedness;

          (l)     restrictions in other Indebtedness incurred in compliance with
SECTION 4.12; PROVIDED THAT such restrictions, taken as a whole, are, in the
good faith judgment of the Company's Board of Directors, no more materially
restrictive with respect to such encumbrances and restrictions than those
contained in the existing agreements referenced in clauses (b), (e) and (f)
above;

          (m)     restrictions on cash or other deposits imposed by customers
under contracts or other arrangements entered into or agreed to in the ordinary
course of business;

          (n)     restrictions on the ability of any Foreign Restricted
Subsidiary to make dividends or other distributions resulting from the operation
of covenants contained in documentation governing Indebtedness of such
Subsidiary permitted under this Indenture; and

          (o)     an agreement governing Indebtedness incurred to Refinance the
Indebtedness issued, assumed or incurred pursuant to an agreement referred to in
clause (b), (d), (e) or (f) above; PROVIDED, HOWEVER, that the provisions
relating to such encumbrance or restriction contained in any such Indebtedness
are no less favorable to the Company in any material respect as determined by
the Board of Directors of the Company in its reasonable and good faith judgment
than the provisions relating to such encumbrance or restriction contained in
agreements referred to in such clause (b), (d), (e) or (f).

          Nothing contained in this SECTION 4.13 shall prevent the Company or
any of its Restricted Subsidiaries from creating, incurring, assuming or
suffering to exist any Liens otherwise permitted in SECTION 4.18.

          SECTION 4.14. ADDITIONAL SUBSIDIARY GUARANTEES AND COLLATERAL
AGREEMENTS.

          If the Company or any of its Restricted Subsidiaries transfers or
causes to be transferred, in one transaction or a series of related
transactions, any property to any Person that is not a Guarantor but becomes a
Domestic Restricted Subsidiary as a result of such transaction, or if the
Company or any of its Restricted Subsidiaries shall organize, acquire or
otherwise invest in another Person that is not a Guarantor but becomes a
Domestic Restricted Subsidiary as a result of such transaction, then such
transferee or acquired or other Subsidiary shall:

          (1)     execute and deliver to the Trustee a supplemental indenture in
form reasonably satisfactory to the Trustee pursuant to which such Domestic
Restricted Subsidiary shall unconditionally guarantee on a senior secured basis
all of the Company's obligations under the Notes and this Indenture on the terms
set forth herein;

          (2)     (a) execute and deliver to the Collateral Agent such
amendments or supplements to the Collateral Agreements as the Collateral Agent
reasonably determines to be necessary or advisable in order to grant to the
Collateral Agent, for the benefit of the Holders, a perfected first priority
security

                                     - 45 -
<Page>

interest in the Capital Stock of such new Domestic Restricted Subsidiary and any
debt securities of such new Domestic Restricted Subsidiary, subject to Permitted
Liens, which are owned by the Company or such new Domestic Restricted Subsidiary
and required to be pledged pursuant to the Pledge Agreement, (b) subject to the
terms of the Intercreditor Agreement, deliver to the Collateral Agent any
certificates representing such Capital Stock and debt securities, together with
(i) in the case of such Capital Stock, undated stock powers or instruments of
transfer, as applicable, endorsed in blank, and (ii) in the case of such debt
securities, endorsed in blank, in each case executed and delivered by an Officer
of the Company or such Subsidiary, as the case may be;

          (3)     cause such new Domestic Restricted Subsidiary to take such
other actions necessary or as the Collateral Agent reasonably determines to be
advisable to grant to the Collateral Agent for the benefit of the Holders a
perfected first priority security interest in the personal property of such new
Domestic Restricted Subsidiary (other than such personal property constituting
Excluded Assets) to the extent required pursuant to the terms of the Collateral
Agreements and the Intercreditor Agreement, subject to the Permitted Liens,
including the filing of Uniform Commercial Code financing statements in such
jurisdictions as may be required by any Collateral Agreement or by law or as may
be reasonably requested by the Collateral Agent; and

          (4)     deliver to the Trustee an opinion of counsel to the effect
that each of such supplemental indenture and the other agreements and
instruments delivered pursuant to SECTION 4.14 with respect to each Domestic
Restricted Subsidiary have been duly authorized, executed and delivered by such
Domestic Restricted Subsidiary and constitutes a legal, valid, binding and
enforceable obligation of such Domestic Restricted Subsidiary and such other
opinions regarding the perfection of such Liens in the Collateral of, or
consisting of the Capital Stock of, such Domestic Restricted Subsidiary, in
customary form and content, as the Collateral Agent may reasonably request.

          SECTION 4.15. LIMITATION ON CHANGE OF CONTROL.

          (a)     Upon the occurrence of a Change of Control, the Company shall
make an offer to purchase all outstanding Notes pursuant to the requirements
described in CLAUSE (b) below (the "CHANGE OF CONTROL OFFER") at a purchase
price equal to 101% of the Accreted Value thereof on the date of purchase plus
accrued and unpaid interest and Additional Interest, if any, to the date of
purchase.

          (b)     Within thirty (30) days following the date upon which the
Change of Control occurred (the "CHANGE OF CONTROL DATE"), the Company shall
send, by first class mail, postage prepaid, a notice to each record Holder as
shown on the register of Holders, with a copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer. The notice to the Holders shall
contain all instructions and materials necessary to enable such Holders to
tender Notes pursuant to the Change of Control Offer. Such notice shall state:

          (1)     that the Change of Control Offer is being made pursuant to
     this SECTION 4.15 and that, to the extent lawful, all Notes tendered and
     not withdrawn shall be accepted for payment;

          (2)     the purchase price (including the amount of accrued interest,
     if any) and the purchase date (which shall be no earlier than thirty (30)
     days nor later than sixty (60) days from the date such notice is mailed,
     other than as may be required by law) (the "CHANGE OF CONTROL PAYMENT
     DATE");

          (3)     that any Note not tendered shall continue to accrue interest;

                                     - 46 -
<Page>

          (4)     that, unless the Company defaults in making payment therefor,
     any Note accepted for payment pursuant to the Change of Control Offer shall
     cease to accrue interest after the Change of Control Payment Date;

          (5)     that Holders electing to have a Note purchased pursuant to a
     Change of Control Offer shall be required to surrender the Note, with the
     form entitled "Option of Holder to Elect Purchase" on the reverse of the
     Note completed, to the Paying Agent at the address specified in the notice
     prior to the close of business on the third Business Day prior to the
     Change of Control Payment Date;

          (6)     that Holders shall be entitled to withdraw their election if
     the Paying Agent receives, not later than five (5) Business Days prior to
     the Change of Control Payment Date, a telegram, telex, facsimile
     transmission or letter setting forth the name of the Holder, the principal
     amount at maturity of the Notes the Holder delivered for purchase and a
     statement that such Holder is withdrawing its election to have such Notes
     purchased;

          (7)     that Holders whose Notes are purchased only in part shall be
     issued new Notes in a principal amount at maturity equal to the unpurchased
     portion of the Notes surrendered; PROVIDED THAT each Note purchased and
     each new Note issued shall be in an original principal amount at maturity
     of $1,000 or integral multiples thereof; and

          (8)     the circumstances and relevant facts regarding such Change of
     Control.

          If any of the Notes subject to the Change of Control Offer is in the
form of a Global Note, then the Company shall modify such notice to the extent
necessary to comply with the procedures of the Depositary applicable to
repurchases.

          On or before the Change of Control Payment Date, the Company shall, to
the extent lawful (i) accept for payment Notes or portions thereof properly
tendered pursuant to the Change of Control Offer, (ii) deposit with the Paying
Agent U.S. Legal Tender sufficient to pay the purchase price plus accrued
interest, if any, of all Notes or portions thereof so tendered and (iii) deliver
or cause to be delivered to the Trustee the Notes so accepted together with an
Officers' Certificate stating the aggregate principal amount at maturity of
Notes or portions thereof being purchased by the Company. The Paying Agent shall
promptly mail to the Holders of Notes so tendered the purchase price for such
Notes and the Company shall promptly issue and the Trustee shall promptly (but
in any case not later than five days after the Change of Control Payment Date)
authenticate and mail (or cause to be transferred by book entry) to each Holder
a new Note equal in principal amount at maturity to any unpurchased portion of
the Notes surrendered; PROVIDED THAT each such new Note shall be in a principal
amount at maturity of $1,000 or an integral multiple thereof. Any Notes not so
accepted shall be promptly mailed by the Company to the Holders thereof. For
purposes of this SECTION 4.15, the Trustee shall act as the Paying Agent.

          Any amounts remaining after the purchase of Notes pursuant to a Change
of Control Offer shall be returned by the Trustee to the Company.

          Neither the Board of Directors of the Company nor the Trustee may
waive the Company's obligation to offer to purchase the Notes pursuant to this
SECTION 4.15.

          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 such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Change of Control Offer. To the extent the
provisions of any securities laws or regulations conflict with the provisions
under this SECTION

                                     - 47 -
<Page>

4.15, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
SECTION 4.15 by virtue thereof.

          The Company shall not be required to make a Change of Control Offer
upon a Change of Control if a third party makes the Change of Control Offer in
the manner, at the times and otherwise in compliance with the requirements of
this SECTION 4.15 and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

          SECTION 4.16. LIMITATION ON ASSET SALES. The Company will not, and
will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:

          (1)     the Company or the applicable Restricted Subsidiary, as the
case may be, receives consideration at the time of such Asset Sale at least
equal to the Fair Market Value of the assets sold or otherwise disposed of (as
determined in good faith by the Company's Board of Directors);

          (2)     at least 75% of the consideration received by the Company or
the Restricted Subsidiary, as the case may be, from such Asset Sale shall be in
the form of cash or Cash Equivalents and is received at the time of such
disposition; PROVIDED THAT (a) the amount of any Indebtedness or other
liabilities of the Company or such Restricted Subsidiary (other than
Indebtedness or liabilities that are by their terms subordinated to the Notes)
that are assumed by the transferee of any such assets so long as the documents
governing such liabilities provide that there is no further recourse to the
Company or any of its Subsidiaries with respect to such liabilities and (b) the
Fair Market Value of any marketable securities, currencies, notes or other
obligations received by the Company or any such Restricted Subsidiary in
exchange for any such assets that are converted into cash or Cash Equivalents
within 180 days after the consummation of such Asset Sale shall be deemed to be
cash for purposes of this provision; and

          (3)     upon the consummation of an Asset Sale, the Company shall
apply, or cause such Restricted Subsidiary to apply, the Net Cash Proceeds
relating to such Asset Sale within 360 days of receipt thereof:

          (a)     (i) to repay Indebtedness under the Credit Agreement and
     permanently reduce the commitments thereunder, (ii) in the case where the
     property or asset that was the subject of such Asset Sale does not
     constitute Collateral, to repay Indebtedness secured by a Lien of the type
     described in clause (7), (14) or (17) of the definition of the term
     "Permitted Lien," (iii) in the case where the property or asset that was
     the subject of such Asset Sale is the property or asset of a Foreign
     Restricted Subsidiary, to repay Indebtedness of any Foreign Restricted
     Subsidiary or (iv) a combination of the foregoing clauses (i), (ii) and
     (iii);

          (b)     to make an investment in properties and assets that replace
     the properties and assets that were the subject of such Asset Sale or in
     any other properties and assets that will be used, or Capital Stock of a
     Person engaged, in the business of the Company and its Restricted
     Subsidiaries as existing on the Issue Date or in businesses reasonably
     related thereto ("REPLACEMENT ASSETS"); or

          (c)     a combination of prepayment and investment permitted by the
     foregoing clauses (3)(a) and (3)(b).

          On the 361st day after an Asset Sale (a "NET PROCEEDS OFFER TRIGGER
DATE"), such aggregate amount of Net Cash Proceeds which have not been applied
on or before such Net Proceeds Offer Trigger Date as permitted in clauses
(3)(a), (3)(b) and (3)(c) of the preceding paragraph (each a "NET PROCEEDS OFFER
AMOUNT") shall be applied by the Company or such Restricted Subsidiary to make
an

                                     - 48 -
<Page>

offer to purchase (the "NET PROCEEDS OFFER") on a date (the "NET PROCEEDS OFFER
PAYMENT DATE") not less than 30 nor more than 45 days following the applicable
Net Proceeds Offer Trigger Date, from all Holders on a pro rata basis, that
amount of Notes equal to the Net Proceeds Offer Amount at a price equal to 100%
of the Accreted Value of the Notes to be purchased, plus accrued and unpaid
interest and Additional Interest, if any, to the date of purchase; PROVIDED,
HOWEVER, that if at any time any non-cash consideration received by the Company
or any Restricted Subsidiary of the Company, as the case may be, in connection
with any Asset Sale is converted into or sold or otherwise disposed of for cash
(other than interest received with respect to any such non-cash consideration),
then such conversion or disposition shall be deemed to constitute an Asset Sale
hereunder on the date of such conversion or disposition, as the case may be, and
the Net Cash Proceeds thereof shall be applied in accordance with this SECTION
4.16.

          The Company may defer any Net Proceeds Offer until there is an
aggregate unutilized Net Proceeds Offer Amount equal to or in excess of $10.0
million resulting from one or more Asset Sales in which case the accumulation of
such amount shall constitute a Net Proceeds Offer Trigger Date (at which time,
the entire unutilized Net Proceeds Offer Amount, and not just the amount in
excess of $10.0 million, shall be applied as required pursuant to this SECTION
4.16).

          In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under SECTION 5.01, which
transaction does not constitute a Change of Control, the successor corporation
shall be deemed to have sold the properties and assets of the Company and its
Restricted Subsidiaries not so transferred for purposes of this SECTION 4.16,
and shall comply with the provisions of this SECTION 4.16 with respect to such
deemed sale as if it constituted an Asset Sale. In addition, the Fair Market
Value of such properties and assets of the Company or its Restricted
Subsidiaries deemed to be sold shall be deemed to be Net Cash Proceeds for
purposes of this SECTION 4.16.

          To the extent that the aggregate Accreted Value of Notes tendered
pursuant to such Net Proceeds Offer is less than the Net Proceeds Offer Amount
the Company and its Restricted Subsidiaries may use such deficiency for general
corporate purposes. Upon completion of such Net Proceeds Offer, the amount of
Net Proceeds Offer Amount will be reset to zero.

          Notwithstanding anything to the contrary contained in the foregoing
paragraphs of this SECTION 4.16, the Company and its Restricted Subsidiaries
will be permitted to consummate an Asset Sale without complying with such
paragraphs to the extent that:

          (1)     the consideration for such Asset Sale constitutes Replacement
Assets; and

          (2)     such Asset Sale is for Fair Market Value; PROVIDED THAT any
consideration not constituting Replacement Assets received by the Company or any
of its Restricted Subsidiaries in connection with any Asset Sale permitted to be
consummated under this paragraph shall constitute Net Cash Proceeds subject to
the provisions of the foregoing paragraphs of this SECTION 4.16.

          Each notice of a Net Proceeds Offer shall be mailed to the record
Holders as shown on the register of Holders within 25 days following the Net
Proceeds Offer Trigger Date, with a copy to the Trustee, and shall comply with
the procedures set forth in this Indenture. Upon receiving notice of the Net
Proceeds Offer, Holders may elect to tender their Notes in whole or in part in
integral multiples of $1,000 in principal amount at maturity in exchange for
cash. To the extent Holders properly tender Notes in an amount exceeding the Net
Proceeds Offer Amount, Notes of tendering Holders will be purchased on a pro
rata basis (based on amounts tendered). A Net Proceeds Offer shall remain open
for a period of 20 Business Days or such longer period as may be required by
law.

                                     - 49 -
<Page>

          The Company will comply with the requirements of Rule 14e-1 under the
Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with the
repurchase of Notes pursuant to a Net Proceeds Offer. To the extent that the
provisions of any securities laws or regulations conflict with this SECTION
4.16, the Company shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached its obligations under this
SECTION 4.16 by virtue thereof.

          SECTION 4.17. IMPAIRMENT OF SECURITY INTEREST.

          Neither the Company nor any of its Restricted Subsidiaries will take
or knowingly omit to take any action which would materially impair the Liens in
favor of the Collateral Agent, on behalf of itself, the Trustee and the Holders,
with respect to any material portion of the Collateral. Neither the Company nor
any of its Domestic Restricted Subsidiaries shall grant to any Person (other
than the Collateral Agent), or permit any Person (other than the Collateral
Agent) to retain, any interest whatsoever in the Collateral other than Permitted
Liens. Neither the Company nor any of its Restricted Subsidiaries will enter
into any agreement that requires the proceeds received from any sale of
Collateral to be applied to repay, redeem, defease or otherwise acquire or
retire any Indebtedness of any Person, other than as permitted by this
Indenture, the Notes and the Collateral Agreements, subject to the terms of the
Intercreditor Agreement. The Company shall, and shall cause each Guarantor to,
at their sole cost and expense, execute and deliver all such agreements and
instruments as the Collateral Agent or the Trustee shall reasonably request to
more fully or accurately describe the property intended to be Collateral or the
obligations intended to be secured by the Collateral Agreements. The Company
shall, and shall cause each of its Restricted Subsidiaries to, at their sole
cost and expense, file any such notice filings or other agreements or
instruments as may be required under applicable law to perfect the Liens created
by the Collateral Agreements on a first priority basis, subject to Permitted
Liens.

          SECTION 4.18. LIMITATION ON LIENS.

          The Company will not, and will not cause or permit any of its
Restricted Subsidiaries to, directly or indirectly, create, incur, assume or
permit or suffer to exist any Liens (other than Permitted Liens) of any kind
against or upon any property or assets of the Company or any of its Restricted
Subsidiaries whether owned on the Issue Date or acquired after the Issue Date,
or any proceeds therefrom, or assign or otherwise convey any right to receive
income or profits therefrom.

          SECTION 4.19. CONDUCT OF BUSINESS.

          The Company and its Restricted Subsidiaries will not engage in any
businesses which are not the same, similar, ancillary or reasonably related to
the businesses in which the Company and its Restricted Subsidiaries are engaged
on the Issue Date.

          SECTION 4.20. LIMITATION ON ISSUANCES AND SALES OF CAPITAL STOCK OF
SUBSIDIARIES.

          The Company will not permit or cause any of its Restricted
Subsidiaries to issue or sell any Capital Stock except:

          (1)     to the Company or a Wholly-Owned Restricted Subsidiary of the
Company;

          (2)     issuances of director's qualifying shares or sales to foreign
nationals of shares of Capital Stock of Foreign Restricted Subsidiaries to the
extent required by applicable law;

                                     - 50 -
<Page>

          (3)     issuances or sales of shares of Common Stock of Restricted
Subsidiaries to the extent required, as determined in good faith by the Board of
Directors of the Company, to obtain or maintain any governmental license,
privilege or other right that is necessary or useful in connection with the
conduct by such Restricted Subsidiary of its business;

          (4)     if, immediately after giving effect to such issuance or sale,
such Restricted Subsidiary would no longer constitute a Restricted Subsidiary
and any Investment in such Person remaining after giving effect to such issuance
or sale would have been permitted to be made under SECTION 4.10 if made on the
date of such issuance or sale; or

          (5)     sales of (i) all of the Capital Stock of a Restricted
Subsidiary of the Company or (ii) Common Stock of a Foreign Subsidiary, in each
case in compliance with the provisions of SECTION 4.16.

          SECTION 4.21. REAL ESTATE MORTGAGES AND RECORDINGS.

          With respect to any fee interest (as distinguished from any leasehold
or other interest) in any real property (individually and collectively, the
"Premises") (a) that is owned as of the Issue Date and is not, on the date of
determination, the subject of a mortgage constituting a Permitted Lien under
clause (14) or (27) (to the extent such Permitted Lien replaces a mortgage
constituting a Permitted Lien under clause (14) of the definition thereof) of
the definition thereof or (b) (i) acquired by the Company or any of its Domestic
Restricted Subsidiaries after the Issue Date and (ii) having (A) a purchase
price or (B) a Fair Market Value, of greater than $1.0 million (other than
properties purchased subject to Acquired Indebtedness or Purchase Money
Indebtedness) within the earlier of (x) 60 days of the Issue Date and (y) the
date that any item referred to below is actually delivered to the Administrative
Agent under the Credit Agreement, in the case of clause (a), and within 60 days
of the acquisition thereof, in the case of clause (b):

          (1)     the Company shall deliver to the Collateral Agent, as
mortgagee, a fully-executed counterpart of a Mortgage (which Mortgage shall be
substantially in the form of (i) if a mortgage is to be delivered by the Company
or such Domestic Restricted Subsidiary in favor of the Administrative Agent,
such mortgage or (ii) if clause (i) is inapplicable, the most recent mortgage
delivered by the Company or the applicable Domestic Restricted Subsidiary with
respect to such Premises or (iii) if neither CLAUSE (i) nor (ii) is applicable,
then the Mortgage most recently delivered under this Section 4.21, in each case,
with such changes or other modifications as may be necessary to provide that (A)
the obligations being secured thereunder are the obligations of the Company
under the Indenture and the Notes or such Domestic Restricted Subsidiary under
the Indenture and its Guarantee, as the case may be, (B) the mortgagee is the
Collateral Agent for the benefit of itself, the Trustee and the Noteholders, (C)
no Collateral subject to the Lien thereunder consists of any Excluded Assets,
(D) it is not inconsistent with the terms hereof, (E) the Liens evidenced
thereby and the rights of the mortgagee thereunder are subject to the terms of
the Intercreditor Agreement and (F) it complies with all applicable laws in the
jurisdiction in which it is to be recorded (including all recordation
requirements of such jurisdiction) or may be reasonably requested by the
Collateral Agent), duly executed by the Company or the applicable Domestic
Restricted Subsidiary, together with evidence of the completion (or satisfactory
arrangements for the completion) of all recordings and filings of such Mortgage
and fixture filings as may be necessary or, in the reasonable opinion of the
Collateral Agent, desirable, to create a valid, perfected Lien, against the
interest purported to be covered thereby;

          (2)     unless not provided to the Administrative Agent at any time
when the Credit Agreement shall remain outstanding, the Collateral Agent shall
have received a mortgagee's title insurance policy in favor of the Collateral
Agent, as mortgagee, in an amount equal to 125% of the Fair

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Market Value of the Premises purported to be covered by such Mortgage and in
form and substance and issued by a nationally-recognized title insurance company
or other insurer reasonably acceptable to the Collateral Agent, with respect to
the property purported to be covered by such Mortgage, insuring that the Lien
created by such Mortgage constitutes a valid Lien on such interest accompanied
by evidence of the payment in full of all premiums thereon;

          (3)     unless not provided to the Administrative Agent at any time
when the Credit Agreement shall remain outstanding, an opinion of local counsel
addressed to the Collateral Agent and the Trustee in a form substantially
similar to (i) the opinion provided for the benefit of the Administrative Agent
or (ii) if the Credit Agreement is not outstanding, in form substantially
similar to (A) the opinion most recently delivered in respect of a Mortgage
recorded in the State in which such Mortgage is to be recorded or (B) if such
Mortgage is being delivered in a State in which no Mortgage was previously
recorded, the opinion most recently delivered under this clause (3) with such
changes as may be necessary to address differences in the laws of the
jurisdiction in which the previously recorded Mortgage was recorded and such
Mortgage is recorded or as may be reasonably requested by the Collateral Agent;
and

          (4)     the most recent survey of such Premises, together with either
(i) an updated survey certification in favor of the Trustee and the Collateral
Agent from the applicable surveyor stating that, based on a visual inspection of
the property and the knowledge of the surveyor, there has been no change in the
facts depicted in the survey or (ii) an affidavit from the Company and the
Guarantors stating that there has been no change, other than, in each case,
changes that do not materially adversely affect the use by the Company or
Guarantor, as applicable, of such Premises for the Company or such Guarantor's
business as so conducted, or intended to be conducted, at such Premises or (ii)
if delivered to the Administrative Agent in connection with the delivery of a
mortgage in favor of the Administrative Agent, such survey of the Premises
delivered to the Administrative Agent.

          SECTION 4.22. LIMITATION ON SALE AND LEASEBACK TRANSACTIONS. The
Company will not, and will not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction with respect to any of its or such Restricted
Subsidiary's property unless (1) other than Permitted Sale and Leaseback
Transactions, the Company or such Restricted Subsidiary would be entitled to (a)
incur Indebtedness in an amount equal to the Attributable Debt with respect to
such Sale and Leaseback Transaction pursuant to SECTION 4.12 and (b) create a
Lien on such property securing such Attributable Debt pursuant to SECTION 4.18
and (2) the Sale and Leaseback Transaction is treated as an Asset Sale and the
Company applies the proceeds of such transaction in compliance with SECTION
4.16.

          SECTION 4.23. PAYMENTS FOR CONSENT. The Company will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, pay or
cause to be paid any consideration to or for the benefit of any Holder for or as
an inducement to any consent, waiver or amendment of any of the terms or
provisions of this Indenture, the Notes, the Registration Rights Agreement, any
Collateral Agreement or the Intercreditor Agreement unless such consideration is
offered to be paid or is paid to all Holders that consent, waive or agree to
amend in the time frame set forth in the solicitation documents relating to such
consent, waiver or agreement.

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

          SECTION 5.01. MERGER, CONSOLIDATION AND SALE OF ASSETS. The Company
will not, in a single transaction or series of related transactions, consolidate
or merge with or into any Person, or sell, assign, transfer, lease, convey or
otherwise dispose of (or cause or permit any Restricted Subsidiary of the
Company to sell, assign, transfer, lease, convey or otherwise dispose of) all or
substantially all of the

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Company's assets (determined on a consolidated basis for the Company and the
Company's Restricted Subsidiaries) whether as an entirety or substantially as an
entirety to any Person unless:

          (1)     either:

          (a)     the Company shall be the surviving or continuing corporation;
or

          (b)     the Person (if other than the Company) formed by such
consolidation or into which the Company is merged or the Person which acquires
by sale, assignment, transfer, lease, conveyance or other disposition the
properties and assets of the Company and of the Company's Restricted
Subsidiaries substantially as an entirety (the "SURVIVING ENTITY"):

                  (x)     shall be a corporation organized and validly existing
     under the laws of the United States or any State thereof or the District of
     Columbia; and

                  (y)     shall expressly assume, (i) by supplemental indenture
     (in form and substance satisfactory to the Trustee), executed and delivered
     to the Trustee, the due and punctual payment of the principal of, and
     premium, if any, interest on and Additional Interest, if any, on all of the
     Notes and the performance of every covenant of the Notes, this Indenture,
     the Collateral Agreements, the Registration Rights Agreement and the
     Intercreditor Agreement on the part of the Company to be performed or
     observed thereunder and (ii) by amendment, supplement or other instrument
     (in form and substance satisfactory to the Trustee and the Collateral
     Agent), executed and delivered to the Trustee, all obligations of the
     Company under the Collateral Agreements and the Intercreditor Agreement,
     and in connection therewith shall cause such instruments to be filed and
     recorded in such jurisdictions and take such other actions as may be
     required by applicable law to perfect or continue the perfection of the
     Lien created under the Collateral Agreements on the Collateral owned by or
     transferred to the Surviving Entity;

          (2)     except in the case of a consolidation or merger of the Company
with or into a Wholly-Owned Subsidiary of the Company, or a sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company to a Wholly-Owned Subsidiary of the Company,
immediately after giving effect to such transaction and the assumption
contemplated by clause (1)(b)(y) above (including giving effect to any
Indebtedness (including Acquired Indebtedness) incurred or anticipated to be
incurred in connection with or in respect of such transaction), the Company or
such Surviving Entity, as the case may be, shall be able to incur at least $1.00
of additional Indebtedness (other than Permitted Indebtedness) in compliance
with SECTION 4.12;

          (3)     except in the case of a consolidation or merger of the Company
with or into a Wholly-Owned Subsidiary of the Company, or a sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company to a Wholly-Owned Subsidiary of the Company,
immediately after giving effect to such transaction and the assumption
contemplated by clause (1)(b)(y) above (including, without limitation, giving
effect to any Indebtedness (including Acquired Indebtedness) incurred or
anticipated to be incurred and any Lien granted in connection with or in respect
of the transaction), no Default or Event of Default shall have occurred or be
continuing; and

          (4)     the Company or the Surviving Entity shall have delivered to
the Trustee an officers' certificate and an opinion of counsel, each stating
that such consolidation, merger, sale, assignment, transfer, lease, conveyance
or other disposition and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with the applicable
provisions of this Indenture and that all conditions precedent in this Indenture
relating to such transaction have been satisfied.

                                     - 53 -
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          For purposes of the foregoing, the transfer (by lease, assignment,
sale or otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more Restricted
Subsidiaries of the Company the Capital Stock of which constitutes all or
substantially all of the properties and assets of the Company, shall be deemed
to be the transfer of all or substantially all of the properties and assets of
the Company.

          SECTION 5.02. SUCCESSOR CORPORATION SUBSTITUTED. Upon any
consolidation, combination or merger or any transfer of all or substantially all
of the assets of the Company in accordance with the foregoing, in which the
Company is not the continuing corporation, the Surviving Entity formed by such
consolidation or into which the Company is merged or to which such conveyance,
lease or transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Indenture and the
Notes with the same effect as if such surviving entity had been named as such.
Upon such substitution the Company and any Guarantors that remain Subsidiaries
of the Company shall be released from this Indenture and the Notes and the
Company, if surviving, shall be automatically discharged from all of its
obligations under this Indenture and the Notes.

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

          SECTION 6.01. EVENTS OF DEFAULT.

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

          (1)     the failure to pay the premium, if any, interest and
     Additional Interest, if any, on any Notes when the same becomes due and
     payable and the default continues for a period of thirty (30) days;

          (2)     the failure to pay the principal of any Notes, when such
     principal becomes due and payable, at maturity, upon redemption or
     otherwise (including the failure to make a payment to purchase Notes
     tendered pursuant to a Change of Control Offer or a Net Proceeds Offer);

          (3)     a default occurs in the observance or performance of any other
     covenant or agreement contained in this Indenture (other than the payment
     of the principal of, or premium, if any, or interest or Additional
     Interest, if any, on any Note) or any Collateral Agreement which default
     continues for a period of 30 days after the Company receives written notice
     specifying the default (and demanding that such default be remedied and
     stating that such notice is a "Notice of Default") from the Trustee or the
     Holders of at least 25% of the outstanding principal amount at maturity of
     the Notes (except in the case of a default with respect to SECTION 5.01,
     which will constitute an Event of Default with such notice requirement but
     without such passage of time requirement);

          (4)     the failure to pay at final maturity (giving effect to any
     applicable grace periods and any extensions thereof) the principal amount
     of any Indebtedness of the Company or any Restricted Subsidiary of the
     Company (other than an Immaterial Subsidiary), or the acceleration of the
     final stated maturity of any such Indebtedness (which acceleration is not
     rescinded, annulled or otherwise cured within 20 days of receipt by the
     Company or such Restricted Subsidiary of notice of any such acceleration)
     if the aggregate principal amount of such Indebtedness, together with the
     principal amount of any other such Indebtedness in default for failure to
     pay principal at final maturity or which has been accelerated (in each case
     with respect

                                     - 54 -
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     to which the 20-day period described above has elapsed), aggregates $7.5
     million or more at any time;

          (5)     one or more judgments in an aggregate amount in excess of $7.5
     million (which are not covered by insurance as to which the insurer has not
     disclaimed coverage) shall have been rendered against the Company or any of
     its Restricted Subsidiaries (other than an Immaterial Subsidiary) and such
     judgments remain undischarged, unpaid or unstayed for a period of 60
     consecutive days after such judgment or judgments become final and
     non-appealable;

          (6)     the Company or any Significant Subsidiary (A) commences a
     voluntary case or proceeding under any Bankruptcy Code with respect to
     itself, (B) consents to the entry of an order for relief against it in an
     involuntary case under any Bankruptcy Code, (C) consents to the appointment
     of a Custodian of it or for substantially all of its property, (D) makes a
     general assignment for the benefit of its creditors; or (F) takes any
     corporate action to authorize or effect any of the foregoing;

          (7)     a court of competent jurisdiction enters an order or decree
     that (A) is an order for relief in respect of the Company or any
     Significant Subsidiary in an involuntary case under any Bankruptcy Code,
     (B) appoints a Custodian of the Company or any Significant Subsidiary or
     for substantially all of its property or (C) orders the winding-up or
     liquidation of its affairs; and such order or decree shall remain unstayed
     and in effect for a period of sixty (60) consecutive days;

          (8)     except with respect to a Collateral Agreement for which all or
     substantially all of the assets comprising the Collateral thereunder have
     been transferred or sold or the Lien thereon released as permitted under
     this Indenture, any Collateral Agreement at any time for any reason shall
     cease to be in full force and effect, or shall cease to be effective in all
     material respects to grant the Collateral Agent the Liens with the priority
     purported to be created thereby on a material portion of the Collateral
     thereunder, subject to Permitted Liens and no other Liens except as
     expressly permitted by the applicable Collateral Agreement, in each case
     for 30 days after the Company receives written notice thereof specifying
     such occurrence from the Trustee, the Collateral Agent or the Holders of at
     least 25% of the outstanding principal amount at maturity of the Notes;

          (9)     the Company or any Guarantor that is a Significant Subsidiary
     shall assert in writing that any Lien created under any Collateral
     Agreement is invalid or unenforceable; or

          (10)    any Guarantee of a Guarantor that is a Significant Subsidiary
     ceases to be in full force and effect or any Guarantee of a Guarantor that
     is a Significant Subsidiary is declared to be null and void and
     unenforceable or any Guarantee of a Guarantor that is a Significant
     Subsidiary is found to be invalid or any Guarantor that is a Significant
     Subsidiary denies its liability under its Guarantee (other than by reason
     of the release of such Guarantor in accordance with the terms hereof).

          SECTION 6.02. ACCELERATION.

          (a)     If an Event of Default (other than an Event of Default
specified in SECTION 6.01(6) or (7) above with respect to the Company) shall
occur and be continuing and has not been waived, the Trustee or the Holders of
at least 25% in principal amount at maturity of outstanding Notes may declare
the principal of and premium, if any, accrued interest and Additional Interest,
if any, on all the Notes to be due and payable by notice in writing to the
Company and the Trustee specifying the respective Event of Default and that it
is a "notice of acceleration" (the "ACCELERATION NOTICE"), and the same shall
become immediately due and payable.

                                     - 55 -
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          (b)     If an Event of Default specified in SECTION 6.01(6) or (7)
above with respect to the Company occurs and is continuing, then all unpaid
principal of, and premium, if any, and accrued and unpaid interest and
Additional Interest, if any, on all of the outstanding Notes shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder.

          (c)     At any time after a declaration of acceleration with respect
to the Notes as described in this SECTION 6.02(a) or (b), the Holders of a
majority in principal amount at maturity of the Notes may rescind and cancel
such declaration and its consequences: (1) if the rescission would not conflict
with any judgment or decree; and (2) if all existing Events of Default have been
cured or waived except nonpayment of principal, premium, if any, interest or
Additional Interest, if any, that has become due solely because of the
acceleration. No such rescission shall affect any subsequent Default or impair
any right consequent thereto.

          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, premium, if any, or interest on the Notes or to enforce
the performance of any provision of the Notes, this Indenture or any Collateral
Agreement.

          The Trustee or the Collateral Agent may maintain a proceeding even if
it does not possess any of the Notes or does not produce any of them in the
proceeding. A delay or omission by the Trustee, the Collateral Agent 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.

          SECTION 6.04. WAIVER OF PAST DEFAULTS.

          Subject to SECTIONS 2.09, 6.07 and 9.02, the Holders of a majority in
principal amount at maturity of the Notes may waive any existing Default or
Event of Default and its consequences, except (other than as provided in SECTION
6.02(c)) a default in the payment of the principal of or premium, if any,
interest or Additional Interest, if any, on any Notes. When a Default or Event
of Default is waived, it is cured and ceases to exist.

          SECTION 6.05. CONTROL BY MAJORITY.

          Subject to SECTION 2.09, the Holders of a majority in principal amount
at maturity of the outstanding Notes may direct the time, method and place of
conducting any proceeding for exercising any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee, including, without
limitation, any remedies provided for in SECTION 6.03. Subject to SECTION 7.01
and 7.02(f), however, the Trustee may refuse to follow any direction (which
direction, if sent to the Trustee, shall be in writing) that the Trustee
reasonably believes conflicts with any applicable law or this Indenture, that
the Trustee determines may be unduly prejudicial to the rights of another
Holder, or that may subject the Trustee to personal liability; PROVIDED THAT the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction (which direction, if sent to the Trustee, shall
be in writing).

                                     - 56 -
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          SECTION 6.06. LIMITATION ON SUITS.

          A Holder may not pursue any remedy with respect to this Indenture or
the Notes unless:

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

          (2)     subject to SECTION 2.09, Holders of at least 25% in principal
     amount at maturity of the outstanding Notes make a written request to the
     Trustee to institute proceedings in respect of that Event of Default;

          (3)     such Holders offer to the Trustee indemnity reasonably
     satisfactory to the Trustee against any loss, liability or expense to be
     incurred in compliance with such request;

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

          (5)     during such sixty (60) day period the Holders of a majority in
     principal amount at maturity of the outstanding Notes do not give the
     Trustee a written direction which, in the opinion of the Trustee, is
     inconsistent with the request.

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

          SECTION 6.07. RIGHTS OF HOLDERS TO RECEIVE PAYMENT.

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

          SECTION 6.08. COLLECTION SUIT BY TRUSTEE OR COLLATERAL AGENT.

          If an Event of Default specified in SECTION 6.01(1) or (2) occurs and
is continuing, the Trustee or the Collateral Agent may recover judgment (i) in
its own name and (ii)(x) in the case of the Trustee, as trustee of an express
trust or (y) in the case of the Collateral Agent, as collateral agent on behalf
of each of the Secured Parties, in each case against the Company or any other
obligor on the Notes for the whole amount of principal of, premium, if any, and
accrued interest remaining unpaid on, the Notes, together with interest on
overdue principal and, to the extent that payment of such interest is lawful,
interest on overdue installments of interest at the rate set forth in SECTION
4.01 and such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Trustee, the Collateral Agent and their
respective agents and counsel and any other amounts due the Trustee under the
Collateral Agreements and SECTION 7.07 hereof.

          SECTION 6.09. TRUSTEE MAY FILE PROOFS OF CLAIM.

          The Trustee is authorized to file such proofs of claim and other
papers or documents as may be necessary or advisable in order to have the claims
of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel) and the
Holders allowed in any judicial proceedings relating to the Company or any other
obligor upon the Notes, any of their respective creditors or any of their
respective property and shall be entitled and

                                     - 57 -
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empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings 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, taxes, disbursements
and advances of the Trustee, its agents and counsel, and any other amounts due
the Trustee under the Intercreditor Agreement, the Collateral Agreements and
SECTION 7.07. The Company's payment obligations under this SECTION 6.09 shall be
secured in accordance with the provisions of 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 of 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 proceeding.

          SECTION 6.10. PRIORITIES.

          If the Trustee or the Collateral Agent collects any money or property
pursuant to this ARTICLE SIX, it shall, subject to the terms of the
Intercreditor Agreement, pay out the money in the following order:

          First: to the Trustee, the Collateral Agent, the Paying Agent and the
Registrar for amounts due under SECTION 7.07 (including payment of all
compensation expense, all liabilities incurred and all advances made by the
Trustee and the costs and expenses of collection);

          Second: if the Holders are forced to proceed against the Company
directly without the Trustee, to Holders for their collection costs;

          Third: to Holders for amounts due and unpaid on the Notes for
principal, premium, if any, and interest, ratably, without preference or
priority of any kind, according to the amounts due and payable on the Notes for
principal, premium, if any, and interest, respectively; and

          Fourth: to the Company or any other obligor on the Notes, as their
interests may appear, or as a court of competent jurisdiction may direct.

          The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant to this SECTION
6.10.

          SECTION 6.11. UNDERTAKING FOR COSTS.

          All parties to this Indenture agree, and each Holder by its acceptance
of its Note shall be deemed to have agreed, that 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, 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 6.11 does not apply to a suit by the
Trustee, a suit by a Holder pursuant to SECTION 6.07, or a suit by a Holder or
Holders of more than 10% in principal amount at maturity of the outstanding
Notes.

          SECTION 6.12. RESTORATION OF RIGHTS AND REMEDIES.

          If the Trustee or any Holder has instituted any proceedings to enforce
any right or remedy under this Indenture and such proceeding has been
discontinued or abandoned for any reason, or has been

                                     - 58 -
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determined adversely to the Trustee or to such Holder, then and in every such
case, subject to any determination in such proceeding, the Company, the Trustee
and the Holders shall be restored severally and respectively to their former
positions hereunder and thereafter all rights and remedies of the Trustee and
the Holders shall continue as though no such proceeding has been instituted.

                                  ARTICLE SEVEN

                                     TRUSTEE

          SECTION 7.01. DUTIES OF TRUSTEE.

          The duties and responsibilities of the Trustee shall be as provided by
the TIA and as set forth herein.

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

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

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

          (2)     in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee and conforming to the requirements of this Indenture; PROVIDED,
     HOWEVER, in case of any such certificates or opinions furnished to the
     Trustee which by the provisions hereof are furnished to the Trustee, the
     Trustee shall examine the certificates and opinions to determine whether or
     not they conform to the requirements of this Indenture.

          (c)     Notwithstanding anything to the contrary herein contained, 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 PARAGRAPH (b) of
     this SECTION 7.01;

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

          (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
     received by it pursuant to SECTION 6.05.

          (d)     No provision of this Indenture shall require the Trustee to
expend or risk its own funds or otherwise incur any liability. The Trustee shall
be under no obligation to exercise any of its rights or powers under this
Indenture, the Intercreditor Agreement or the Collateral Agreements at the
request, order or direction of any Holders unless such Holders have offered to
the Trustee security and

                                     - 59 -
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indemnity reasonably satisfactory to the Trustee against the costs, expenses and
liabilities which may be incurred by it in compliance with such request, order
or direction.

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

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

          SECTION 7.02. RIGHTS OF TRUSTEE.

          Subject to SECTION 7.01:

          (a)     The Trustee may conclusively rely and shall be fully protected
in acting or refraining from acting upon any document believed by it to be
genuine and to have been signed or presented by the proper Person. The Trustee
need not investigate any fact or matter stated in the document.

          (b)     Before the Trustee acts or refrains from acting, it may
consult with counsel and may require an Officers' Certificate or an Opinion of
Counsel, or both, which shall conform to SECTIONS 11.04 and 11.05. The Trustee
shall not be liable for any action it takes or omits to take in good faith in
reliance on such Officers' Certificate or Opinion of Counsel. The written advice
of the Trustee's counsel or any Opinion of Counsel shall be full and complete
authorization and protection from liability in respect of any action taken,
suffered or omitted by the Trustee hereunder in good faith and in reliance
thereon.

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

          (d)     The Trustee shall not be liable for any action that it takes
or omits to take in good faith which it reasonably believes to be authorized or
within its rights or powers under this Indenture.

          (e)     The Trustee shall not be bound to make any investigation into
the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, notice, request, direction, consent, order, bond,
debenture, 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, upon reasonable notice to the Company, to
examine the books, records and premises of the Company, personally or by agent
or attorney. Except as expressly stated herein to the contrary, in no event
shall the Trustee have any responsibility to ascertain whether there has been
compliance with any of the covenants or provisions of ARTICLES FOUR or FIVE
hereof.

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

          (g)     Unless otherwise specifically provided in this Indenture, any
demand, request, direction or notice from the Company shall be sufficient if
signed by an Officer of the Company and any resolution of the Board of Directors
shall be sufficient if evidenced by a copy of such resolution certified by an
Officer of the Company to have been duly adopted and in full force and effect on
the date hereof.

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          (h)     The Trustee shall not be deemed to have notice or be charged
with knowledge of any Default or Event of Default other than under SECTION
6.01(1) or 6.01(2) unless the Trustee shall have received from the Company, any
Guarantor or any other obligor upon the Notes or from any Holder written notice
thereof at its address set forth in SECTION 11.02 hereof, and such notice
references the Notes and this Indenture.

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

          (j)     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 persons authorized to sign an
Officers' Certificate, including any person specified as so authorized in any
such certificate previously delivered and not superseded.

          (k)     The permissive right of the Trustee to take any action under
this Indenture or any Collateral Agreements shall not be construed as a duty to
so act.

          SECTION 7.03. INDIVIDUAL RIGHTS OF TRUSTEE.

          The Trustee in its individual or any other capacity may become the
owner or pledgee of Notes and may otherwise deal with the Company, any
Subsidiary of the Company or their respective Affiliates with the same rights it
would have if it were not Trustee. Any Agent may do the same with like rights.
However, the Trustee must comply with SECTIONS 7.10 and 7.11, and the Trustee is
subject to TIA Sections 310(b) and 311.

          SECTION 7.04. TRUSTEE'S DISCLAIMER.

          The Trustee makes no representation as to the validity, adequacy or
sufficiency of this Indenture, the Notes, the Intercreditor Agreement or the
Collateral Agreements, and it shall not be accountable for the Company's use of
the proceeds from the Notes, and it shall not be responsible for any statement
of the Company in this Indenture, the Notes, the Intercreditor Agreement, the
Collateral Agreements or any other documents in connection with the issuance of
the Notes other than the Trustee's certificate of authentication.

          Beyond the exercise of reasonable care in the custody thereof and the
fulfillment of its obligations under this Indenture and the Collateral
Documents, the Trustee shall have no duty as to any Collateral in its
possession, custody or control or in the possession, custody or control of any
agent or bailee or any income thereon or as to preservation of rights against
prior parties or any other rights pertaining thereto. The Trustee shall be
deemed to have exercised reasonable care in the custody of the Collateral in its
possession if the Collateral is accorded treatment substantially equal to that
which it accords its own property.

          The Trustee makes no representations as to and shall not be
responsible for the existence, genuineness, value, sufficiency or condition of
any of the Collateral or as to the security afforded or intended to be afforded
thereby, hereby or by any Collateral Document, or for the validity, perfection,
priority or enforceability of the Liens or security interests in any of the
Collateral created or intended to be created by any of the Collateral
Agreements, whether impaired by operation of law or by reason of any action or
omission to act on its part hereunder, except to the extent such action or
omission constitutes

                                     - 61 -
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gross negligence or willful misconduct on the part of the Trustee, for the
validity of the title of the Company or any Guarantor to the Collateral, for
insuring the Collateral or for the payment of taxes, charges, assessments or
Liens upon the Collateral or otherwise as to the maintenance of the Collateral.

          SECTION 7.05. NOTICE OF DEFAULT.

          If a Default or an Event of Default occurs and is continuing and if a
Trust Officer has actual knowledge or has received written notice from the
Company or any Holder, the Trustee shall mail to each Holder, with a copy to the
Company, notice of the Default or Event of Default within thirty (30) days
thereof. Except in the case of a Default or an Event of Default in payment of
principal of, premium, if any, or interest on, any Note, including an
accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer and, except in the case of a
failure to comply with ARTICLE FIVE, the Trustee may withhold the notice if and
so long as its Board of Directors, the executive committee of its Board of
Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

          SECTION 7.06. REPORTS BY TRUSTEE TO HOLDERS.

          Within sixty (60) days after each July 15, beginning with July 15,
2004, the Trustee shall, to the extent that any of the events described in TIA
Section 313(a) occurred within the previous twelve months, but not otherwise,
mail to each Holder a brief report dated as of such date that complies with TIA
Section 313(a). The Trustee also shall comply with TIA Sections 313(b) and (c).

          A copy of each report at the time of its mailing to Holders shall be
mailed to the Company and filed by the Company with the Commission and each
stock exchange or market, if any, on which the Notes are listed or quoted.

          The Company shall promptly notify the Trustee if the Notes become
listed or quoted on any stock exchange or market and the Trustee shall comply
with TIA Section 313(d).

          SECTION 7.07. COMPENSATION AND INDEMNITY.

          The Company shall pay to the Trustee and the Registrar (each an
"INDEMNIFIED PARTY") from time to time such compensation for their respective
services as Trustee, Collateral Agent, Paying Agent or Registrar, as the case
may be, as shall be agreed upon in writing signed by the Company. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse each Indemnified Party upon request
for all reasonable out-of-pocket expenses incurred or made by it in connection
with the performance of its duties under, as the case may be, this Indenture,
the Collateral Agreements or the Intercreditor Agreement. Such expenses shall
include the reasonable fees and expenses of each of such Indemnified Party's
agents and counsel.

          The Company hereby indemnifies each Indemnified Party for, and holds
each of them harmless against, any loss, cost, claim, liability or expense
incurred by any of them except to the extent caused by any negligence, bad faith
or willful misconduct on the part of such Indemnified Party, arising out of or
in connection with this Indenture, the Collateral Agreements or the
Intercreditor Agreement, or the administration of this trust, including the
reasonable costs and expenses of enforcing this Indenture against the Company
(including this SECTION 7.07) and defending themselves against any claim or
liability in connection with the exercise or performance of any of their rights,
powers or duties hereunder or thereunder (including the reasonable fees and
expenses of counsel). The Trustee shall notify the Company promptly of any claim
asserted against an Indemnified Party for which such Indemnified Party has
advised the Trustee that it may seek indemnity hereunder. Failure by the Trustee
to so notify the

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Company shall not relieve the Company of its obligations under this paragraph
except to the extent such failure has materially prejudiced the Company. The
Company shall defend the claim and the Indemnified Party shall cooperate in the
defense; PROVIDED THAT any settlement of a claim shall be approved in writing by
the Indemnified Party if such settlement would result in an admission of
liability by the Indemnified Party or if such settlement would not be
accompanied by a full release of the Indemnified Party for all liability arising
out of the events giving rise to such claim. The Indemnified Party may at its
option have separate counsel of its own choosing and the Company shall pay the
reasonable fees and expenses of such counsel; PROVIDED THAT the Company shall
not be required to pay such fees and expenses if it assumes the Indemnified
Party's defense and there is no conflict of interest between the Company and the
Indemnified Party in connection with such defense as reasonably determined by
the Company. The Company need not pay for any settlement made without its
written consent, which consent shall not be unreasonably withheld.

          To secure the Company's payment obligations in this SECTION 7.07, each
Indemnified Party shall have a lien prior to the Notes on all Collateral held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes.

          When an Indemnified Party incurs expenses or renders services after an
Event of Default specified in SECTION 6.01(6) occurs, such expenses (including
the reasonable fees and expenses of its counsel) and the compensation for such
services are intended to constitute expenses of administration under any
Bankruptcy Code.

          The obligations of the Company under this SECTION 7.07 shall survive
the satisfaction and discharge of this Indenture, termination of the Collateral
Agreements or the Intercreditor Agreement or the resignation or removal of the
Trustee.

          The Trustee shall comply with the provisions of TIA Section 312(b)(2)
to the extent applicable.

          SECTION 7.08. REPLACEMENT OF TRUSTEE.

          The Trustee may resign by so notifying the Company. The Holders of a
majority in aggregate principal amount at maturity of the outstanding Notes may
remove the Trustee by so notifying the Company and the Trustee in writing and
may appoint a successor Trustee. The Company, by a Board Resolution, may remove
the Trustee if:

          (1)     the Trustee fails to comply with SECTION 7.10;

          (2)     the Trustee is adjudged bankrupt or insolvent;

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

          (4)     the Trustee becomes incapable of acting with respect to the
     Notes.

          If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason, the Company shall notify each Holder in
writing of such event and shall promptly appoint a successor Trustee. Within one
year after the successor Trustee takes office, the Holders of a majority in
aggregate principal amount at maturity of the outstanding Notes may appoint a
successor Trustee to replace the successor Trustee appointed by the Company.

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          A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company and thereupon the
resignation or removal of the retiring Trustee shall become effective and such
successor Trustee, without any further act, deed or conveyance, shall become
vested with all rights, powers, trusts, duties and obligations of the retiring
Trustee and shall duly assign, transfer and deliver to such successor Trustee
all property and money held by such Trustee so ceasing to act hereunder subject
nevertheless to its lien, if any, provided for in SECTION 7.07. Upon request of
the Company or the successor Trustee, such retiring Trustee shall at the expense
of the Company and upon payment of the charges of the Trustee then unpaid,
execute and deliver an instrument transferring to such successor Trustee all the
rights, powers and trusts of the retiring Trustee, and shall duly assign,
transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder.

          If a successor Trustee does not take office within thirty (30) days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company or the Holders of at least 10% in principal amount at maturity of the
outstanding Notes may petition any court of competent jurisdiction for the
appointment of a successor Trustee.

          If the Trustee fails to comply with SECTION 7.10, any Holder who
satisfies the requirements of TIA Section 310(b) may petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a
successor Trustee.

          The Company shall give notice of any resignation and any removal of
the Trustee and each appointment of a successor Trustee to all Holders in
writing. Each notice shall include the name of the successor Trustee and the
address of its Corporate Trust Office.

          Notwithstanding any resignation or 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 outgoing Trustee.

          SECTION 7.09. SUCCESSOR TRUSTEE BY MERGER, ETC.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business to, another
Person, the resulting, surviving or transferee Person without any further act
shall, if such resulting, surviving or transferee Person is otherwise eligible
hereunder, be the successor Trustee; PROVIDED, HOWEVER, that such Person shall
be otherwise qualified and eligible under this ARTICLE SEVEN.

          In case any Notes have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the Notes
so authenticated with the same effect as if such successor Trustee had itself
authenticated such Notes.

          SECTION 7.10. ELIGIBILITY; DISQUALIFICATION.

          (a)      This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2), (3) and (5). The Trustee (or, in
the case of a corporation included in a bank holding company system, the related
bank holding company) shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of
condition. In addition, if the Trustee is a corporation included in a bank
holding company system, the Trustee, independently of such bank holding company,
shall meet the capital requirements of TIA Section 310(a)(2). The Trustee shall
comply with TIA Section 310(b); PROVIDED, HOWEVER, that there shall be excluded
from the operation of TIA Section 310(b)(1) any indenture or indentures under
which other securities, or certificates of interest or participation in other
securities, of the Company are outstanding if the requirements for such
exclusion

                                     - 64 -
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set forth in TIA Section 310(b)(1) are met. The provisions of TIA Section 310
shall apply to the Company, as obligor of the Notes.

          (b)     If the Trustee has or acquires a conflicting interest within
the meaning of the TIA, the Trustee shall either eliminate such interest or
resign, to the extent and in the manner provided by, and subject to the
provisions of, the TIA and this Indenture.

          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.

          SECTION 7.12. TRUSTEE AS COLLATERAL AGENT.

          References to the Trustee in SECTIONS 7.01(f), 7.02, 7.03, 7.04, and
7.07 shall include the Trustee in its role as Collateral Agent and Paying Agent.

          SECTION 7.13. CO-TRUSTEES, CO-COLLATERAL AGENT AND SEPARATE TRUSTEES,
COLLATERAL AGENT.

          (a)     At any time or times, for the purpose of meeting the legal
requirements of any jurisdiction in which any of the Collateral may at the time
be located, the Company shall have the power to appoint, and, upon the written
request of the Holders of at least 25% in principal amount at maturity of the
Notes outstanding, the Company shall appoint, one or more Persons approved by
the Trustee either to act as co-trustee, jointly with the Trustee, of all or any
part of the Collateral, to act as co-collateral agent, jointly with the
Collateral Agent, or to act as separate trustees or Collateral Agent of any such
property, in either case with such powers as may be provided in the instrument
of appointment, and to vest in such Person or Persons in the capacity aforesaid,
any property, title, right or power, subject to the other provisions of this
SECTION 7.13. As of the Issue Date, the Company hereby appoints The Bank of New
York as the initial Collateral Agent and The Bank of New York hereby accepts
such appointment and agrees to act and serve in such capacity. If the Company
does not make any such subsequent appointment within fifteen (15) days after the
receipt by it of a request so to do, or in case an Event of Default has occurred
and is continuing, the Trustee shall have the power to make such subsequent
appointment.

          (b)     Should any written instrument from the Company be required by
any co-trustee, co-Collateral Agent or separate trustee or separate Collateral
Agent so appointed for more fully confirming to such co-trustee or separate
trustee such property, title, right or power, any and all such instruments
shall, on request, be executed, acknowledged and delivered by the Company.

          (c)     Every co-trustee, co-collateral agent or separate trustee or
separate collateral agent shall, to the extent permitted by law, but to such
extent only, be appointed subject to the following terms, namely:

          (i)     The Notes shall be authenticated and delivered, and all
     rights, powers, duties and obligations hereunder in respect of the custody
     of securities, cash and other personal property held by, or required to be
     deposited or pledged with, the Trustee hereunder, shall be exercised
     solely, by the Trustee.

          (ii)    The rights, powers, duties and obligations hereby conferred or
     imposed upon the Trustee shall be conferred or imposed upon and exercised
     or performed by the Trustee or by the

                                     - 65 -
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     Trustee and such co-trustee or separate trustee, or by the Collateral Agent
     and such co-Collateral Agent or separate Collateral Agent, jointly as shall
     be provided in the instrument appointing such co-trustee or separate
     trustee or co-Collateral Agent or separate Collateral Agent, except to the
     extent that under any law of any jurisdiction in which any particular act
     is to be performed, the Trustee shall be incompetent or unqualified to
     perform such act, in which event such rights, powers, duties and
     obligations shall be exercised and performed by such co-trustee or separate
     trustee, Collateral Agent or co-Collateral Agent or separate Collateral
     Agent.

          (iii)   The Company at any time, by a Board Resolution, may accept the
     resignation of or remove any co-trustee or separate trustee appointed under
     this SECTION 7.13; PROVIDED THAT, in case an Event of Default has occurred
     and is continuing, the Trustee, by an instrument in writing executed by it,
     shall have power to accept the resignation of, or remove, any such
     co-trustee, co-collateral agent, separate trustee or separate collateral
     agent. Upon the written request of the Company, the Trustee shall join with
     the Company in the execution, delivery and performance of all instruments
     and agreements necessary or proper to effectuate such resignation or
     removal. A successor to any co-trustee, co-collateral agent, separate
     trustee or separate collateral agent so resigned or removed may be
     appointed in the manner provided in this SECTION 7.13.

          (iv)    No co-trustee, co-collateral agent, separate trustee or
     separate collateral agent hereunder shall be personally liable by reason of
     any act or omission of the Trustee or the Collateral Agent, or any, other
     such trustee or collateral agent hereunder.

          (v)     Any act of Holders delivered to the Trustee shall be deemed to
     have been delivered to each such co-trustee or separate trustee and any act
     of Holders delivered to the Collateral Agent shall be deemed to have been
     delivered to each such co-collateral agent or separate collateral agent.

          SECTION 7.14. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

          In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other Persons as to other matters and any such Person may certify or
give an opinion as to such matters in one or several documents.

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

          Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

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                                  ARTICLE EIGHT

                     SATISFACTION AND DISCHARGE OF INDENTURE

          SECTION 8.01. LEGAL DEFEASANCE AND COVENANT DEFEASANCE.

          (a)     The Company may, at its option and at any time, elect to have
either PARAGRAPH (b) or PARAGRAPH (c) below be applied to the outstanding Notes
upon compliance with the applicable conditions set forth in PARAGRAPH (d).

          (b)     Upon the Company's exercise under PARAGRAPH (a) of the option
applicable to this PARAGRAPH (b), the Company and the Guarantors shall be deemed
to have been released and discharged from their obligations with respect to the
outstanding Notes, the Guarantees and the Collateral Documents on the date the
applicable conditions set forth below are satisfied (hereinafter, "LEGAL
DEFEASANCE"). For this purpose, such Legal Defeasance means that the Company
shall be deemed to have paid and discharged the entire Indebtedness represented
by the outstanding Notes, which shall thereafter be deemed to be "outstanding"
only for the purposes of the Sections and matters under this Indenture referred
to in (i) and (ii) below, and the Company and the Guarantors shall be deemed to
have satisfied all their other obligations under this Indenture, the Guarantees
and the Collateral Documents, except for the following which shall survive until
otherwise terminated or discharged hereunder: (i) the rights of Holders of
outstanding Notes to receive solely from the trust fund described in PARAGRAPH
(d) below and as more fully set forth in such paragraph payments in respect of
the principal of, and premium, if any, interest and Additional Interest, if any,
on such Notes when such payments are due, (ii) obligations listed in SECTION
8.03, subject to compliance with this SECTION 8.01 and (iii) the rights, powers,
trusts, duties and immunities of the Trustee and the Company's obligations in
connection therewith. The Company may exercise its option under this PARAGRAPH
(b) notwithstanding the prior exercise of its option under PARAGRAPH (c) below
with respect to the Notes.

          (c)     Upon the Company's exercise under PARAGRAPH (a) of the option
applicable to this PARAGRAPH (c), the Company and its Restricted Subsidiaries
shall be released and discharged from their obligations under any covenant
contained in ARTICLE FIVE, SECTION 4.03 (except with respect to the corporate
existence of the Company), SECTIONS 4.04 through 4.08, and SECTIONS 4.10 through
4.23 with respect to the outstanding Notes on and after the date the conditions
set forth below are satisfied (hereinafter, "COVENANT DEFEASANCE"), and the
Notes shall thereafter be deemed to be not "outstanding" for the purpose of any
direction, waiver, consent or declaration or act of Holders (and the
consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, such Covenant Defeasance means that, with respect
to the outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under SECTION
6.01(3) or 6.01(4), but, except as specified above, the remainder of this
Indenture and such Notes shall be unaffected thereby. In addition, upon the
Company's exercise under PARAGRAPH (a) above of the option applicable to this
PARAGRAPH (c), subject to the satisfaction of the conditions set forth in
PARAGRAPH (d) below, SECTIONS 6.01(3) through 6.01(10) shall not constitute
Events of Default.

          (d)     The following shall be the conditions to application of either
PARAGRAPH (b) or PARAGRAPH (c) above to the outstanding Notes:

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          (1)     The Company shall have irrevocably deposited in trust with the
     Trustee, U.S. Legal Tender or non-callable U.S. Government Obligations or a
     combination thereof, in such amounts as are sufficient, in the opinion of a
     nationally-recognized firm of independent public accountants selected by
     the Company, to pay the principal of, and premium, if any, interest and
     Additional Interest, if any, on the outstanding Notes on the stated dates
     for payment or redemption, as the case may be; PROVIDED, HOWEVER, that the
     Trustee (or other qualifying trustee) shall have received an irrevocable
     written order from the Company instructing the Trustee (or other qualifying
     trustee) to apply such U.S. Legal Tender or the proceeds of such U.S.
     Government Obligations to said payments;

          (2)     No Default or Event of Default shall have occurred and be
     continuing on the date of such deposit (other than a Default or Event of
     Default arising in connection with the substantially contemporaneous
     borrowing of funds to fund the deposit referenced in clause (1) above and
     the granting of any Lien securing such borrowing);

          (3)     Such Legal Defeasance or Covenant Defeasance shall not result
     in a breach or violation of, or constitute a default hereunder (other than
     a Default or Event of Default arising in connection with the substantially
     contemporaneous borrowing of funds to fund the deposit referenced in clause
     (1) above and the granting of any Lien securing such borrowing) or any
     other material agreement or instrument to which the Company or any of its
     Subsidiaries is a party or by which the Company or any of its Subsidiaries
     is bound;

          (4)     (i) In the event the Company elects PARAGRAPH (b) above, the
     Company shall deliver to the Trustee an Opinion of Counsel in the United
     States of America, to the effect 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 state that, Holders shall not recognize income,
     gain or loss for federal income tax purposes as a result of such Legal
     Defeasance contemplated hereby and 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 Legal Defeasance had not occurred or (ii) in the
     event the Company elects PARAGRAPH (c) above, the Company shall deliver an
     Opinion of Counsel in the United States satisfactory to the Trustee, to the
     effect that Holders shall not recognize income, gain or loss for federal
     income tax purposes as a result of such Covenant Defeasance contemplated
     hereby and 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
     Covenant Defeasance had not occurred;

          (5)     The Company shall have delivered to the Trustee an Officers'
     Certificate stating that the deposit under CLAUSE (1) was not made by the
     Company with the intent of preferring the Holders over any other creditors
     of the Company or with the intent of defeating, hindering, delaying or
     defrauding any other creditors of the Company or others;

          (6)     The Company shall have delivered to the Trustee an Opinion of
     Counsel to the effect that assuming no intervening bankruptcy of the
     Company between the date of deposit and the 91st day following the date of
     deposit and that no Holder is an insider of the Company, after the 91st day
     following the date of deposit, the trust funds shall not be subject to any
     applicable bankruptcy, insolvency, reorganization or similar law affecting
     creditors' rights generally; and

          (7)     The Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel, each stating that all conditions
     precedent specified herein relating to the defeasance contemplated by this
     SECTION 8.01 have been complied with.

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Notwithstanding the foregoing, the Opinion of Counsel required by SECTION
8.01(d)(4)(i) above with respect to a Legal Defeasance need not be delivered if
all Notes not theretofore delivered to the Trustee for cancellation (1) have
become due and payable or (2) shall become due and payable on the maturity date
within one year under arrangements satisfactory to the Trustee for the giving of
notice of redemption by the Trustee in the name, and at the expense, of the
Company.

          In the event all or any portion of the Notes are to be redeemed
through such irrevocable trust, the Company must make arrangements reasonably
satisfactory to the Trustee, at the time of such deposit, for the giving of the
notice of such redemption or redemptions by the Trustee in the name and at the
expense of the Company.

          SECTION 8.02. SATISFACTION AND DISCHARGE.

          In addition to the Company's rights under SECTION 8.01, the Company
may terminate all of its obligations under this Indenture (subject to SECTION
8.03), and this Indenture, the Notes, the Guarantees and the Collateral
Agreements, and all Liens created thereunder, shall be discharged and shall
cease to be in effect when:

          (1)     either:

                  (a)     all the Notes theretofore authenticated and delivered
          (except lost, stolen or destroyed Notes which have been replaced or
          paid as provided in SECTION 2.07 and Notes for whose payment money has
          theretofore been deposited in trust or segregated and held in trust by
          the Company and thereafter repaid to the Company or discharged from
          such trust) have been delivered to the Trustee for cancellation; or

                  (b)     all Notes not theretofore delivered to the Trustee for
          cancellation (i) have become due and payable, (ii) shall become due
          and payable at their stated maturity within one year or (iii) are to
          be called for redemption within one year under arrangements reasonably
          satisfactory to the Trustee, and the Company has irrevocably deposited
          or caused to be deposited with the Trustee funds in an amount
          sufficient to pay and discharge the entire Indebtedness on the Notes
          not theretofore delivered to the Trustee for cancellation, for
          principal of, and premium, if any, interest and Additional Interest,
          if any, on the Notes to the date of deposit together with irrevocable
          instructions from the Company directing the Trustee in writing to
          apply such funds to the payment thereof at maturity or redemption, as
          the case may be;

          (2)     all other sums payable under this Indenture by the Company
     have been paid; and

          (3)     the Company has delivered to the Trustee an Officers'
     Certificate and an Opinion of Counsel stating that all conditions precedent
     under this Indenture relating to the satisfaction and discharge of this
     Indenture have been complied with.

          SECTION 8.03. SURVIVAL OF CERTAIN OBLIGATIONS.

          Notwithstanding the satisfaction and discharge of this Indenture and
of the Notes referred to in SECTION 8.01 or 8.02, the obligations of the Company
under SECTIONS 2.03, 2.04, 2.06, 2.07, SECTION 7.07 and SECTIONS 8.05, 8.06 and
8.07 shall survive until the Notes are no longer outstanding, and thereafter
only the obligations of the Company under SECTIONS 7.07, 8.05, 8.06 and 8.07
shall survive.

                                     - 69 -
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          SECTION 8.04. ACKNOWLEDGMENT OF DISCHARGE BY TRUSTEE.

          Subject to SECTION 8.07, after (i) the conditions of SECTION 8.01 or
8.02 have been satisfied, and (ii) the Company has paid or caused to be paid all
other sums payable hereunder by the Company, the Trustee upon written request
shall acknowledge in writing the discharge of the Company's obligations under
this Indenture except for those surviving obligations specified in SECTION 8.03
and the Trustee shall execute and deliver to the Company any document reasonably
requested by the Company to effect or evidence any release and discharge of Lien
or Collateral Agreement contemplated by SECTION 12.06.

          SECTION 8.05. APPLICATION OF TRUST MONEYS.

          The Trustee shall hold any U.S. Legal Tender or U.S. Government
Obligations deposited with it in the irrevocable trust established pursuant to
SECTION 8.01. The Trustee shall apply the deposited U.S. Legal Tender or the
U.S. Government Obligations, together with earnings thereon, through the Paying
Agent, in accordance with this Indenture, to the payment of principal of,
premium, if any, and interest on the Notes. Anything in this ARTICLE EIGHT to
the contrary notwithstanding, the Trustee shall deliver or pay to the Company
from time to time upon the Company's request any U.S. Legal Tender or U.S.
Government Obligations held by it as provided in SECTION 8.01(d) 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 that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

          SECTION 8.06. REPAYMENT TO THE COMPANY; UNCLAIMED MONEY.

          Subject to SECTIONS 7.07, 8.01 and 8.02, the Trustee and the Paying
Agent shall promptly pay to the Company upon written request from the Company
any excess U.S. Legal Tender or U.S. Government Obligations held by them at any
time. The Trustee and the Paying Agent shall pay to the Company, upon written
request from the Company any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two years after payment
to the Holders is required; PROVIDED, HOWEVER, that the Trustee and the Paying
Agent before being required to make any payment may, but need not, at the
expense of the Company cause to be published once in a newspaper of general
circulation in the City of New York or mail to each Holder entitled to such
money notice that such money remains unclaimed and that after a date specified
therein, which shall be at least thirty (30) days from the date of such
publication or mailing, any unclaimed balance of such money then remaining shall
be repaid to the Company. After payment to the Company, Holders entitled to
money must look solely to the Company for payment as general creditors unless an
applicable abandoned property law designated another Person, and all liability
of the Trustee or Paying Agent with respect to such money shall thereupon cease.

          SECTION 8.07. REINSTATEMENT.

          If the Trustee or Paying Agent is unable to apply any U.S. Legal
Tender or U.S. Government Obligations in accordance with SECTION 8.01 or 8.02 by
reason of any legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or otherwise prohibiting
such application, the Company's obligations under this Indenture and the Notes
shall be revived and reinstated as though no deposit had occurred pursuant to
SECTION 8.01 or 8.02 until such time as the Trustee or Paying Agent is permitted
to apply all such U.S. Legal Tender or U.S. Government Obligations in accordance
with SECTION 8.01 or 8.02; PROVIDED, HOWEVER, that if the Company has made any
payment of premium, if any, or interest on or principal of any Notes because of
the reinstatement of its obligations, the Company shall be subrogated to the
rights of the Holders of such

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Notes to receive such payment from the money or U.S. Government Obligations held
by the Trustee or Paying Agent.

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

          SECTION 9.01. WITHOUT CONSENT OF HOLDERS.

          From time to time, the Company, the Guarantors, the Trustee and, if
such amendment, modification, waiver or supplement relates to any Collateral
Agreement or the Intercreditor Agreement, the Collateral Agent, without the
consent of the Holders, may amend, modify, waive or supplement provisions of
this Indenture, the Notes, the Guarantees, the Registration Rights Agreement,
the Intercreditor Agreement and the Collateral Agreements:

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

          (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 a
     Guarantor's obligations to Holders in the case of a merger or consolidation
     involving the Company or such Guarantor or sale of all or substantially all
     of the assets of the Company or such Guarantor or the release of a
     Guarantor to the extent permitted under this Indenture;

          (4)     to make any change that would provide any additional rights or
     benefits to the Holders or that does not adversely affect the legal rights
     of any such Holder under this Indenture, the Notes, the Guarantees, the
     Registration Rights Agreement, the Intercreditor Agreement or the
     Collateral Agreements;

          (5)     to comply with requirements of the Commission in order to
     effect or maintain the qualification of this Indenture under the TIA;

          (6)     to allow any Subsidiary or any other Person to guarantee the
     Notes;

          (7)     if necessary, in connection with any addition or release of
     Collateral (including the release of any Collateral that consists of
     Excluded Assets) permitted under the terms of this Indenture, the
     Intercreditor Agreement or Collateral Agreements; or

          (8)     to provide for the issuance of Additional Notes in accordance
     with the terms hereof, to the extent Indebtedness in an aggregate principal
     amount equal to the aggregate Accreted Value of such Additional Notes to be
     issued could otherwise be incurred pursuant to this Indenture, without
     giving effect to such amendment, modification, waiver or supplement.

          SECTION 9.02. WITH CONSENT OF HOLDERS.

          Subject to SECTION 6.07, the Company and the Guarantors and the
Trustee or the Collateral Agent, as applicable, together, with the written
consent of the Holder or Holders of at least a majority in aggregate principal
amount at maturity of the outstanding Notes (subject to SECTION 2.09), may amend
or supplement this Indenture, the Notes, any Collateral Agreement, the
Intercreditor Agreement or the Guarantees and any other agreements and
instruments entered into by any of them in connection therewith without prior
notice to any other Holders. Subject to SECTION 6.07 and SECTION 2.09, the
Holder

                                     - 71 -
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or Holders of a majority in aggregate principal amount at maturity of the
outstanding Notes may waive compliance by the Company with any provision of this
Indenture, any Collateral Agreement or the Notes and any other agreements and
instruments entered into by any of them in connection therewith without prior
notice to any other Holder. However, no amendment, supplement or waiver,
including a waiver pursuant to SECTION 6.04, shall without the consent of each
Holder of each Note affected thereby:

          (1)     reduce the principal amount at maturity of Notes whose Holders
     must consent to an amendment, supplement or waiver of any provision of this
     Indenture or the Notes;

          (2)     reduce the rate of or change or have the effect of changing
     the time for payment of interest or Additional Interest on any Notes;

          (3)     reduce the principal of or change or have the effect of
     changing the fixed maturity of any Notes, or change the date on which any
     Notes may be subject to redemption or reduce the redemption price therefor
     or change the calculation of Accreted Value;

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

          (5)     make any change in provisions of this Indenture protecting the
     right of each Holder to receive payment of principal of, premium, if any,
     interest and Additional Interest, if any, on such Note on or after the due
     date thereof or to bring suit to enforce such payment, or permitting
     Holders of a majority in principal amount at maturity of Notes to waive
     Defaults or Events of Default;

          (6)     after the Company's obligation to purchase Notes arises
     thereunder, amend, change or modify in any material respect the obligation
     of the Company to make and consummate a Change of Control Offer in the
     event of a Change of Control or make and consummate a Net Proceeds Offer
     with respect to any Asset Sale that has been consummated or, after such
     Change of Control has occurred or such Asset Sale has been consummated,
     modify any of the provisions or definitions with respect thereto;

          (7)     modify or change any provision of this Indenture or the
     related definitions affecting the ranking of the Notes or any Guarantee in
     a manner which adversely affects the Holders;

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

          (9)     release all or substantially all of the Collateral; or

          (10)    make any change to SECTION 9.01 or this SECTION 9.02.

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

          After an amendment, supplement or waiver under this SECTION 9.02
becomes effective, the Company shall mail to the Holders affected thereby a
notice briefly describing the amendment, supplement or waiver. Any failure of
the Company to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such amendment, supplement or
waiver.

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          SECTION 9.03. COMPLIANCE WITH TIA.

          Every amendment, waiver or supplement of this Indenture, the Notes,
the Collateral Agreements, the Intercreditor Agreement or the Guarantees shall
comply with the TIA as then in effect.

          SECTION 9.04. REVOCATION AND EFFECT OF CONSENTS.

          Until an amendment, waiver or supplement becomes effective, a consent
to it by a Holder is a continuing consent by the Holder and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. Subject to the following paragraph, any such Holder or subsequent Holder
may revoke the consent as to such Holder's Note or portion of such Note by
written notice to the Trustee and the Company received before the date on which
the Trustee and if such amendment, waiver or supplement relates to any
Collateral Agreement or the Intercreditor Agreement, the Collateral Agent,
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount at maturity of Notes have consented (and not theretofore
revoked such consent) to the amendment, supplement or waiver. An amendment,
waiver or supplement shall become effective upon receipt by the Trustee or the
Collateral Agent, as the case may be, of written consents from the Holders of
the requisite percentage in principal amount at maturity of the outstanding
Notes or such Officers' Certificate, whichever first occurs, and the execution
thereof by the Trustee or the Collateral Agent, as the case may be.

          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, which record date shall be either (i) at least thirty (30)
days prior to the first solicitation of such consent or (ii) the date of the
most recent list furnished to the Trustee under SECTION 2.05. If a record date
is fixed, then notwithstanding the last sentence of the immediately preceding
paragraph, those Persons who were Holders at such record date (or their duly
designated proxies), and only those Persons, shall be entitled 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 ninety (90) days after such record date.

          After an amendment, supplement or waiver becomes effective, it shall
bind every Holder unless it makes a change described in any of CLAUSES (1)
through (9) of SECTION 9.02, in which case, the amendment, supplement or waiver
shall bind only each Holder of a Note who has consented to it and every
subsequent Holder of a Note or portion of a Note that evidences the same debt as
the consenting Holder's Note; PROVIDED THAT any such waiver shall not impair or
affect the right of any Holder to receive payment of principal of, premium, if
any, and interest on a Note, on or after the respective due dates expressed in
such Note, or to bring suit for the enforcement of any such payment on or after
such respective dates without the consent of such Holder.

          SECTION 9.05. NOTATION ON OR EXCHANGE OF NOTES.

          If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of the Note to deliver the Note to the Trustee.
The Trustee at the written direction of the Company may place an appropriate
notation on the Note about the changed terms and return it to the Holder and the
Trustee may place an appropriate notation on any Note thereafter authenticated.
Alternatively, if the Company or the Trustee so determines, the Company in
exchange for the Note shall issue and the Trustee shall authenticate a new Note
that reflects the changed terms. Failure to make an appropriate notation, or
issue a new Note, shall not affect the validity and effect of such amendment,
supplement or waiver. Any such notation or exchange shall be made at the sole
cost and expense of the Company.

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          SECTION 9.06. TRUSTEE TO SIGN AMENDMENTS, ETC.

          The Trustee or the Collateral Agent, as applicable, shall execute any
amendment, supplement or waiver authorized pursuant to this ARTICLE NINE;
PROVIDED THAT the Trustee or the Collateral Agent, as applicable, may, but shall
not be obligated to, execute any such amendment, supplement or waiver which
affects the rights, duties or immunities of the Trustee or the Collateral Agent,
as applicable, under this Indenture, any Collateral Agreement or the
Intercreditor Agreement. The Trustee shall be entitled to receive, and shall be
fully protected in relying upon, an Opinion of Counsel and an Officers'
Certificate each stating that the execution of any amendment, supplement or
waiver authorized pursuant to this ARTICLE NINE is authorized or permitted by
this Indenture. Such Opinion of Counsel shall not be an expense of the Trustee
and shall be paid for by the Company.

          SECTION 9.07. CONFORMITY WITH TRUST INDENTURE ACT. Every supplemental
indenture executed pursuant to this Article Nine shall conform to the
requirements of the TIA as then in effect.

                                   ARTICLE TEN

                                    GUARANTEE

          SECTION 10.01. GUARANTEE.

          Each Guarantor hereby fully, irrevocably and unconditionally, jointly
and severally, guarantees (such guarantee to be referred to herein as the
"GUARANTEE"), to each of the Holders and to the Trustee and the Collateral Agent
and their respective successors and assigns that (i) the principal of, premium,
if any and interest on the Notes shall be promptly paid in full when due,
subject to any applicable grace period, whether upon redemption pursuant to the
terms of the Notes, by acceleration or otherwise, and interest on the overdue
principal, if any, and interest on any interest, if any, to the extent lawful,
of the Notes and all other obligations of the Company to the Holders, the
Trustee and the Collateral Agent hereunder, thereunder or under any Collateral
Agreement or the Intercreditor Agreement shall be promptly paid in full or
performed, all in accordance with the terms hereof or thereof; and (ii) in case
of any extension of time of payment or renewal of any of the Notes or of any
such other obligations, the same shall be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, subject to
any applicable grace period, whether at stated maturity, by acceleration or
otherwise, subject, however, in the case of CLAUSES (i) and (ii) above, to the
limitations set forth in SECTION 10.03. The Guarantee of each Guarantor shall
rank senior in right of payment to all subordinated Indebtedness of such
Guarantor and equal in right of payment with all other senior obligations of
such Guarantor, including borrowings or guarantees of borrowings under the
Credit Agreement. Each Guarantor hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes, this Indenture, any Collateral Agreement or the
Intercreditor Agreement, the absence of any action to enforce the same, any
waiver or consent by any of the Holders with respect to any provisions hereof or
thereof, any release of any other Guarantor, the recovery of any judgment
against the Company, any action to enforce the same or any other circumstance
which might otherwise constitute a legal or equitable discharge or defense of a
Guarantor. Each Guarantor hereby waives diligence, presentment, demand of
payment, filing of claims with a court in the event of insolvency or bankruptcy
of the Company, any right to require a proceeding first against the Company,
protest, notice and all demands whatsoever and covenants that this Guarantee
shall not be discharged except by complete performance of the obligations
contained in the Notes, this Indenture and in this Guarantee. If any Holder or
the Trustee is required by any court or otherwise to return to the Company, any
Guarantor, or any custodian, trustee, liquidator or other similar official
acting in relation to the Company or any Guarantor, any amount paid by the
Company or any Guarantor to the Trustee, the Collateral Agent or such Holder,
this Guarantee, to the extent theretofore discharged, shall be reinstated in

                                     - 74 -
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full force and effect. Each Guarantor further agrees that, as between each
Guarantor, on the one hand, and the Holders, the Collateral Agent and the
Trustee, on the other hand, (x) 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 (y) in
the event of any 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.

          SECTION 10.02. RELEASE OF A GUARANTOR.

          A Guarantor will be automatically and unconditionally released from
its Guarantee (and may subsequently dissolve) without any action required on the
part of the Trustee or any Holder:

          (1)     if (a) all of the Capital Stock issued by such Guarantor or
all or substantially all of the assets of such Guarantor are sold or otherwise
disposed of (including by way of merger or consolidation) to a Person other than
the Company or any of its Domestic Restricted Subsidiaries or (b) such Guarantor
ceases to be a Restricted Subsidiary, and the Company otherwise complies, to the
extent applicable, with the covenant described below under SECTION 4.16, or

          (2)     if the Company designates such Guarantor as an Unrestricted
Subsidiary in accordance with SECTION 4.10, or

          (3)     if the Company exercises its Legal Defeasance option or its
Covenant Defeasance option as described in SECTION 8.01, or

          (4)     upon satisfaction and discharge of this Indenture as described
in SECTION 8.02 or payment in full of the principal of, premium, if any, accrued
and unpaid interest and Additional Interest, if any, on the Notes and all other
Obligations that are then due and payable.

          The Trustee shall promptly deliver an appropriate instrument
evidencing such release upon receipt of a written request by the Company
accompanied by an Officers' Certificate certifying as to the compliance with
this SECTION 10.02. Any Guarantor not so released remains liable for the full
amount of its Guarantee as provided in this ARTICLE TEN.

          SECTION 10.03. LIMITATION OF GUARANTOR'S LIABILITY.

          Each Guarantor and, by its acceptance hereof, each of the Holders
hereby confirms that it is the intention of all such parties that the guarantee
by such Guarantor pursuant to its Guarantee not constitute a fraudulent transfer
or conveyance for purposes of any Bankruptcy Code, the Uniform Fraudulent
Conveyance Act, the Uniform Fraudulent Transfer Act or any similar Federal or
state law. To effectuate the foregoing intention, the Holders and such Guarantor
hereby irrevocably agree that the obligations of such Guarantor under the
Guarantee shall be limited to the maximum amount as shall, after giving effect
to all other contingent and fixed liabilities of such Guarantor and after giving
effect to any collections from or payments made by or on behalf of any other
Guarantor in respect of the obligations of such other Guarantor under its
Guarantee or pursuant to SECTION 10.05, result in the obligations of such
Guarantor under the Guarantee not constituting such fraudulent transfer or
conveyance.

          SECTION 10.04. GUARANTORS MAY CONSOLIDATE, ETC., ON CERTAIN TERMS.

          Each Guarantor (other than any Guarantor whose Guarantee is to be
released in accordance with the terms of the Guarantee and this Indenture in
connection with any transaction

                                     - 75 -
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complying with SECTION 4.16) will not, and the Company will not cause or permit
any Guarantor to, consolidate with or merge with or into any Person other than
the Company or any other Guarantor unless:

          (1)     the entity formed by or surviving any such consolidation or
merger (if other than the Guarantor) or to which such sale, lease, conveyance or
other disposition shall have been made is a corporation or limited liability
company organized and existing under the laws of the United States or any State
thereof or the District of Columbia;

          (2)     such entity assumes (a) by supplemental indenture (in form and
substance satisfactory to the Trustee), executed and delivered to the Trustee,
all of the obligations of the Guarantor under this Indenture and its Guarantee
and (b) by amendment, supplement or other instrument (in form and substance
satisfactory to the Trustee and the Collateral Agent) executed and delivered to
the Trustee and the Collateral Agent, all obligations of the Guarantor under the
Collateral Agreements to which such Guarantor is a party and, to the extent
applicable, the Intercreditor Agreement, and in connection therewith shall cause
such instruments to be filed and recorded in such jurisdictions and take such
other actions as may be required by applicable law to perfect or continue the
perfection of the Lien created under the Collateral Agreements on the Collateral
owned by or transferred to the surviving entity;

          (3)     immediately after giving effect to such transaction, no
Default or Event of Default (including any Default or Event of Default relating
to Section 4.14) shall have occurred and be continuing; and

          (4)     immediately after giving effect to such transaction and the
use of any net proceeds therefrom on a pro forma basis, the Company could
satisfy the provisions of SECTION 5.01(2).

          Any merger or consolidation of a Guarantor with an Affiliate organized
solely for the purpose of reincorporating such Guarantor in another jurisdiction
in the United States or any state thereof or the District of Columbia or
changing the legal form of such Guarantor need only comply with clause (2)
above.

          SECTION 10.05. CONTRIBUTION.

          In order to provide for just and equitable contribution among the
Guarantors, the Guarantors agree, inter se, that each Guarantor that makes a
payment or distribution under a Guarantee shall be entitled to a PRO RATA
contribution from each other Guarantor hereunder based on the net assets of each
other Guarantor. The preceding sentence shall in no way affect the rights of the
Holders of Notes to the benefits of this Indenture, the Notes or the Guarantees.

          SECTION 10.06. WAIVER OF SUBROGATION.

          Each Guarantor agrees that it shall not be entitled to any right of
subrogation in relation to the Holders in respect of any obligations guaranteed
hereby until payment in full of all obligations guaranteed hereby.

          SECTION 10.07. EVIDENCE OF GUARANTEE.

          To evidence their guarantees to the Holders set forth in this ARTICLE
TEN, each of the Guarantors hereby agrees to execute the notation of Guarantee
in substantially the form included in the Notes attached as EXHIBITS A and B.
Each such notation of Guarantee shall be signed on behalf of each Guarantor by
an Officer or an assistant Secretary. An Officer (who shall, in each case, have
been duly

                                     - 76 -
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authorized by all requisite corporate actions) of the Guarantors shall execute
the Guarantees by manual or facsimile signature.

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

          Each Guarantor hereby agrees that its Guarantee set forth in SECTION
10.01 shall remain in full force and effect notwithstanding any failure to
endorse on each Note a notation of such Guarantee.

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

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

          SECTION 10.08. WAIVER OF STAY, EXTENSION OR USURY LAWS.

          Each Guarantor covenants to the extent permitted by law that it shall
not at any time insist upon, plead, 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 that would prohibit or forgive such Guarantor from performing its Guarantee
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Guarantee; and each
Guarantor hereby expressly waives to the extent permitted by law 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.

                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

          SECTION 11.01. 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 control. Any provision of the TIA which is
required to be included in a qualified Indenture, but not expressly included
herein, shall be deemed to be included by this reference.

          SECTION 11.02. NOTICES.

          Any notices or other communications required or permitted hereunder
shall be in writing, and shall be sufficiently given if made by hand delivery,
by telex, by telecopier or registered or certified mail, postage prepaid, return
receipt requested, addressed as follows:

          if to the Company:

          Morton's Restaurant Group, Inc.
          3333 New Hyde Park Road
          New Hyde Park, New York 11042

                                     - 77 -
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          Attention: Thomas J. Baldwin
          Facsimile Number: (516) 627-1898

          if to the Trustee:

          The Bank of New York
          101 Barclay Street, Floor 8 West
          New York, New York 10286
          Attn: Corporate Trust Administration
          Facsimile Number: (212) 815-5704

          if to the Collateral Agent:

          The Bank of New York
          101 Barclay Street, Floor 8 West
          New York, New York 10286
          Attn: Corporate Trust Administration
          Facsimile Number: (212) 815-5704

          Each of the Company and the Trustee by written notice to each other
may designate additional or different addresses for notices to such Person. Any
notice or communication to the Company or the Trustee shall be deemed to have
been given or made as of the date so delivered if personally delivered; when
answered back, if telexed; when receipt is acknowledged, if faxed; and five (5)
calendar days after mailing if sent by registered or certified mail, postage
prepaid (except that a notice of change of address or a notice sent by mail to
the Trustee shall not be deemed to have been given until actually received by
the addressee).

          Any notice or communication mailed to a Holder shall be mailed to such
Holder by first class mail or other equivalent means at such Holder's address as
it appears on the registration books of the Registrar and shall be sufficiently
given to such Holder if so mailed within the time prescribed.

          Failure to mail a notice or communication to a Holder or any defect in
it shall not affect its sufficiency with respect to other Holders. If a notice
or communication is mailed in the manner provided above, it is duly given,
whether or not the addressee receives it.

          SECTION 11.03. 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, any Collateral
Agreement, any Guarantee or the Notes. The Company, the Trustee, the Collateral
Agent, the Registrar and any other Person shall have the protection of TIA
Section 312(c).

          SECTION 11.04. 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 or any Collateral Agreement, the
Company shall furnish to the Trustee upon request:

          (1)     an Officers' Certificate, in form and substance reasonably
     satisfactory to the Trustee, stating that, in the opinion of the signers,
     all conditions precedent to be performed by the

                                     - 78 -
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     Company or the applicable Guarantor (as the case may be), if any, provided
     for in this Indenture or any Collateral Agreement relating to the proposed
     action have been complied with; and

          (2)     an Opinion of Counsel stating that, in the opinion of such
     counsel, all such conditions precedent to be performed by the Company or
     the applicable Guarantor (as the case may be), if any, provided for in this
     Indenture or any Collateral Agreement relating to the proposed action have
     been complied with.

          SECTION 11.05. STATEMENTS REQUIRED IN CERTIFICATE OR OPINION.

          Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture or any Collateral
Agreement, other than the Officers' Certificate required by SECTION 4.06, 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, he has made
     such examination or investigation as is reasonably necessary to enable 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 each such
     Person, such condition or covenant has been complied with.

          SECTION 11.06. RULES BY TRUSTEE, PAYING AGENT, REGISTRAR.

          The Trustee may make reasonable rules in accordance with the Trustee's
customary practices for action by or at a meeting of Holders. The Paying Agent
or Registrar may make reasonable rules for its functions.

          SECTION 11.07. LEGAL HOLIDAYS.

          A "LEGAL HOLIDAY" used with respect to a particular place of payment
is a Saturday, a Sunday or a day on which banking institutions in New York, New
York or at such place of payment are not required to be open. If a payment date
is a Legal Holiday at such place, payment may be made at such place on the next
succeeding day that is not a Legal Holiday, and no interest shall accrue for the
intervening period.

          SECTION 11.08. 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, AS APPLIED TO
CONTRACTS MADE AND PERFORMED WITHIN THE STATE OF NEW YORK, WITHOUT REGARD TO
PRINCIPLES OF CONFLICT OF LAWS. EACH OF THE PARTIES HERETO AGREES TO SUBMIT TO
THE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.

                                     - 79 -
<Page>

          SECTION 11.09. NO ADVERSE INTERPRETATION OF OTHER AGREEMENTS.

          This Indenture may not be used to interpret another indenture, loan or
debt agreement of the Company or any of its Subsidiaries. Any such indenture,
loan or debt agreement may not be used to interpret this Indenture.

          SECTION 11.10. NO RECOURSE AGAINST OTHERS.

          A past, present or future director, officer, employee, stockholder or
incorporator, as such, of the Company or any Guarantor shall not have any
liability for any obligations of the Company or the Guarantors under the Notes,
the Guarantees, the Collateral Agreements or this Indenture or for any claim
based on, in respect of or by reason of such obligations or their creation. Each
Holder, by accepting a Note, waives and releases all such liability. Such waiver
and release are part of the consideration for the issuance of the Notes.

          SECTION 11.11. SUCCESSORS.

          All agreements of the Company and the Guarantors in this Indenture,
the Notes, and the Guarantees shall bind their successors. All agreements of the
Trustee and the Collateral Agent in this Indenture shall bind their successors.

          SECTION 11.12. DUPLICATE ORIGINALS.

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

          SECTION 11.13. SEVERABILITY.

          In case any one or more of the provisions in this Indenture, the Notes
or in the Guarantees shall be held invalid, illegal or unenforceable, in any
respect for any reason, the validity, legality and enforceability of any such
provision in every other respect and of the remaining provisions shall not in
any way be affected or impaired thereby, it being intended that all of the
provisions hereof shall be enforceable to the full extent permitted by law.

          SECTION 11.14. WAIVER OF JURY TRIAL.

          EACH OF THE PARTIES HERETO AND THE HOLDERS (BY THEIR ACCEPTANCE OF A
NOTE) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR IN
CONNECTION WITH THIS INDENTURE, THE NOTES, THE GUARANTEES, THE COLLATERAL
AGREEMENTS OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE.

                                     - 80 -
<Page>

                                 ARTICLE TWELVE

                            AGREEMENT TO SUBORDINATE
                          SECURITY INTERESTS; SECURITY

          SECTION 12.01. GRANT OF SECURITY INTEREST.

          (a)     To secure the due and punctual payment of the principal of,
premium, if any, and interest on the Notes and amounts due hereunder and under
the Guarantees when and as the same shall be due and payable, whether on an
Interest Payment Date, by acceleration, purchase, repurchase, redemption or
otherwise, and interest on the overdue principal of, premium, if any, and
interest (to the extent permitted by law), if any, on the Notes and the
performance of all other Obligations of the Company and the Guarantors to the
Holders, the Collateral Agent or the Trustee under this Indenture, the
Collateral Agreements, the Guarantees and the Notes, the Company and the
Guarantors hereby covenant to cause the Collateral Agreements to be executed and
delivered concurrently with this Indenture. Subject to the Intercreditor
Agreement, the Collateral Agreements shall provide for the grant by the Company
and Guarantors party thereto to the Collateral Agent of security interests in
the Collateral. Notwithstanding anything to the contrary herein, no Collateral
shall consist of any Excluded Assets.

          (b)     The Trustee and each Holder, by its acceptance of a Note,
consents and agrees to the terms of each Collateral Agreement and the
Intercreditor Agreement, as the same may be in effect or may be amended from
time to time in accordance with their respective terms, and authorizes and
directs the Collateral Agent to enter into the Collateral Agreements and the
Intercreditor Agreement and to perform its obligations and exercise its rights
thereunder in accordance therewith. The Company shall, and shall cause each
Guarantor to, do or cause to be done, at its sole cost and expense, all such
actions and things as may be necessary or as may be required by the provisions
of the Collateral Agreements to (i) create Liens pursuant to one or more
Collateral Agreements on their respective properties (other than Excluded
Assets) in favor of the Collateral Agent for the benefit of itself, the Trustee
and the Holders or (ii) more fully or accurately describe the property intended
to be Collateral or the obligations intended to be secured by the Collateral
Agreements.

          SECTION 12.02. INTERCREDITOR AGREEMENT.

          This ARTICLE 12 of this Indenture is subject to the terms, limitations
and conditions set forth in the Intercreditor Agreement. The Trustee and each
Holder of a Note, by its acceptance thereof, is deemed to have authorized and
instructed the Collateral Agent to enter into the Intercreditor Agreement on its
behalf.

          SECTION 12.03. RECORDING AND OPINIONS.

          (a)     The Company shall, and shall cause each Guarantor to, at its
sole cost and expense, take all such actions as may be required under applicable
law to perfect the Liens created by the Collateral Agreements on a first
priority basis, subject to Permitted Liens, including (i) the filing of
financing statements and continuation statements relating to the Company or any
Domestic Restricted Subsidiary, (ii) the recordation and filing of Mortgages and
fixture filings related thereto and (iii) the delivery of the certificates
evidencing Collateral pledged under any Collateral Agreement.

          (b)     The Company shall furnish to the Trustee and the Collateral
Agent (if other than the Trustee), on or within one month of July 15 of each
year, commencing July 15, 2004, an Opinion of Counsel either (i) stating that,
in the opinion of such counsel, all action necessary to perfect the security
interests created by the Collateral Agreements and reciting the details of such
action or referring to prior

                                     - 81 -
<Page>

Opinions of Counsel in which such details are given have been taken or (ii)
stating that, in the Opinion of such Counsel, no such action is necessary to
perfect any security interest created under any of the Collateral Agreements.

          SECTION 12.04. RELEASE OF COLLATERAL.

          (a)     The Collateral Agent shall not at any time release Collateral
from the security interests created by the Collateral Agreements unless such
release is in accordance with the provisions of this Indenture and the
applicable Collateral Agreements.

          (b)     At any time when a Default or an Event of Default shall have
occurred and be continuing, no release of Collateral pursuant to the provisions
of this Indenture and the Collateral Agreements shall be effective as against
the Holders, except (i) if such release relates to Collateral that is the
subject of an Asset Sale and consists of a Premises that was the subject of a
mortgage constituting a Permitted Lien under clause (14) of the definition
thereof and is immediately prior to such Asset Sale the subject of a Mortgage,
such release shall be effective as against the Holders unless a Default or Event
of Default of the type described in SECTION 6.01(1) (to the extent consisting of
the failure to pay the premium, if any, interest and Additional Interest, if
any, on any Note), 6.01(2) or 6.01(6) shall have occurred and be continuing on
the date of such Asset Sale or would result from such release and (ii) as
otherwise provided in the Intercreditor Agreement.

          (c)     The release of any Collateral from the terms of the Collateral
Agreements shall not be deemed to impair the security under this Indenture in
contravention of the provisions hereof if and to the extent the Collateral is
released pursuant to this Indenture and the Collateral Agreements or pursuant to
the Intercreditor Agreement. To the extent applicable, the Company shall cause
TIA Section 314(d) relating to the release of property from the security
interests created by this Indenture and the Collateral Agreements to be complied
with. Any certificate or opinion required by TIA Section 314(d) may be made by
an Officer of the Company, except in cases where TIA Section 314(d) requires
that such certificate or opinion be made by an independent Person, which Person
shall be an independent engineer, appraiser or other expert selected by the
Company and approved by the Trustee in the exercise of reasonable care. A Person
is "independent" if such Person (a) is in fact independent, (b) does not have
any direct financial interest or any material indirect financial interest in the
Company or in any Affiliate of the Company and (c) is not an officer, employee,
promoter, underwriter, trustee, partner or director or person performing similar
functions to any of the foregoing for the Company. The Trustee and the
Collateral Agent shall be entitled to receive and rely conclusively upon a
certificate provided by any such Person confirming that such Person is
independent within the foregoing definition.

          (d)     Notwithstanding any provision to the contrary herein,
Collateral comprised of accounts receivable, inventory or (prior to the
occurrence and during the continuance of an Event of Default) the proceeds of
the foregoing shall be subject to release upon sales of such inventory and
collection of the proceeds of such accounts receivable in the ordinary course of
business. If requested in writing by the Company, the Trustee shall instruct the
Collateral Agent to execute and deliver such documents, instruments or
statements and to take such other action as the Company may request to evidence
or confirm that the Collateral falling under this SECTION 12.04 has been
released from the Liens of each of the Collateral Agreements. The Collateral
Agent shall execute and deliver such documents, instruments and statements and
shall take all such actions promptly upon receipt of such instructions from the
Trustee.

                                     - 82 -
<Page>

          SECTION 12.05.  SPECIFIED RELEASES OF COLLATERAL.

          (a)     The Company and the Guarantors shall be entitled to obtain a
full release of items of Collateral (the "RELEASED INTERESTS") from the security
interests created by the Collateral Agreements upon compliance with the
conditions precedent set forth in SECTION 4.16, 8.01 or 8.02, the applicable
Collateral Agreements and to the extent applicable, the Intercreditor Agreement.
So long as no Default or Event of Default exists, upon the written request of
the Company or any Guarantor and the furnishing of each of the items required by
SECTION 12.05(b), the Collateral Agent upon the direction of the Trustee (or the
Trustee if acting as Collateral Agent) shall forthwith take such action (at the
written request of and the expense of the Company or such Guarantor, without
recourse or warranty and without any representation of any kind), including the
delivery of appropriate UCC-3 termination statements, to release and reconvey to
the Company or such Guarantor all of the Released Interests, and shall deliver
such Released Interests in its possession to the Company or such Guarantor.

          (b)     The Company and the Guarantors shall be entitled to obtain a
release of, and the Collateral Agent shall release, the Released Interests upon
compliance with the condition precedent that the Company or such Guarantor shall
have satisfied all applicable conditions precedent to any such release set forth
in this Indenture, the applicable Collateral Agreements and to the extent
applicable, the Intercreditor Agreement as set forth in an Officers' Certificate
and an Opinion of Counsel delivered to the Trustee and the Collateral Agent and
shall have delivered to the Trustee and the Collateral Agent the following, as
applicable:

          (i)     in connection with a release of Collateral resulting from an
     Asset Sale under SECTION 4.16 or other asset sale permitted hereunder,
     notice from the Company requesting the release of Released Interests: (A)
     describing the proposed Released Interests; (B) specifying the estimated
     value of such Released Interests on a date within sixty (60) days of such
     notice (the "VALUATION DATE"); (C) stating that the purchase price received
     is at least equal to the fair market value of the Released Interests; (D)
     stating that the release of such Released Interests, taking into account
     any concurrent replacement of such assets, would not be expected to
     interfere in any material respect with the Collateral Agent's ability to
     realize the value of the remaining Collateral and shall not impair in any
     material respect the maintenance and operation of the remaining Collateral;
     and (E) certifying that such Asset Sale or other asset sale complies with
     the terms and conditions of this Indenture with respect thereto, the
     applicable Collateral Agreements and to the extent applicable, the
     Intercreditor Agreement with respect thereto;

          (ii)    in connection with a release of Collateral resulting from an
     Asset Sale under SECTION 4.16 or other asset sale permitted hereunder, an
     Officers' Certificate of the Company stating that (A) such Asset Sale or
     other asset sale covers only the Released Interests and complies with the
     terms and conditions of this Indenture; (B) there is no Default or Event of
     Default in effect or continuing on the date thereof, the Valuation Date or
     the date of such Asset Sale or other asset sale; (C) the release of the
     Collateral shall not result in a Default or Event of Default under this
     Indenture; and (D) all conditions precedent in this Indenture relating to
     the release in question have been or shall be complied with; PROVIDED that,
     if the asset that is the subject of such Asset Sale consists of a Premises
     that was the subject of a mortgage constituting a Permitted Lien under
     clause (14) of the definition thereof and is immediately prior to such
     Asset Sale the subject of a Mortgage, such Officers' Certificate shall
     state in lieu of the statements described in CLAUSES (B) and (C) above that
     there is no Default or Event of Default of the type described in SECTION
     6.01(1) (to the extent consisting of the failure to pay the premium, if
     any, interest and Additional Interest, if any, on any Note), 6.01(2) or
     6.01(6) in effect or continuing on the date thereof or the date of such
     Asset Sale or would result from the release of such Released Interest; and

                                     - 83 -
<Page>

          (iii)   all additional certificates, opinions and other documentation
     required by the TIA or this Indenture, if any.

          Notwithstanding any other provision of this Section 12.05, if the
Company or any Domestic Restricted Subsidiary engages in any direct or indirect
sale, issuance, conveyance, transfer, lease, assignment or other transfer for
value of any Collateral of the type described in clause (a), (c), (d), (e), (f),
(g), (h), (i), (j), (k) or (l) of the proviso to the definition of the term
"Asset Sale," the Liens of the Collateral Agent on such Collateral shall
automatically terminate and be released without any action by the Collateral
Agent, and the Collateral Agent shall, at the sole cost and expense of the
Company or such Domestic Restricted Subsidiary, execute and deliver to the
Company or such Domestic Restricted Subsidiary such documents, without any
representation, warranty or recourse of any kind whatsoever, as the Company or
such Domestic Restricted Subsidiary shall reasonably request to effect or
evidence such termination.

          SECTION 12.06. RELEASE UPON SATISFACTION OR DEFEASANCE OF ALL
OUTSTANDING OBLIGATIONS.

          The Liens on, and pledges of, all Collateral will also be terminated
and released upon (i) payment in full of the principal of, premium, if any, on,
accrued and unpaid interest and Additional Interest, if any, on the Notes and
all other Obligations hereunder, the Guarantees and the Collateral Agreements
that are due and payable at or prior to the time such principal, premium, if
any, accrued and unpaid interest and Additional Interest, if any, are paid, (ii)
a satisfaction and discharge of this Indenture as described below under SECTION
8.02 and (iii) the occurrence of a Legal Defeasance or Covenant Defeasance as
described below under SECTION 8.01.

          SECTION 12.07. FORM AND SUFFICIENCY OF RELEASE.

          In the event that the Company or any Guarantor has sold, exchanged, or
otherwise disposed of or proposes to sell, exchange or otherwise dispose of any
portion of the Collateral that may be sold, exchanged or otherwise disposed of
by the Company or such Guarantor, and the Company or such Guarantor requests in
writing the Trustee or the Collateral Agent to furnish a written disclaimer,
release or quit-claim of any interest in such property under this Indenture and
the Collateral Agreements, the Collateral Agent and the Trustee, as applicable,
shall execute, acknowledge and deliver to the Company or such Guarantor (in
proper form) such an instrument promptly after satisfaction of the conditions
set forth herein for delivery of any such release. Notwithstanding the preceding
sentence, all purchasers and grantees of any property or rights purporting to be
released herefrom shall be entitled to rely upon any release executed by the
Collateral Agent hereunder as sufficient for the purpose of this Indenture and
as constituting a good and valid release of the property therein described from
the Lien of this Indenture or of the Collateral Agreements.

          SECTION 12.08. PURCHASER PROTECTED.

          No purchaser or grantee of any property or rights purporting to be
released herefrom shall be bound to ascertain the authority of the Trustee or
the Collateral Agent to execute the release or to inquire as to the existence of
any conditions herein prescribed for the exercise of such authority; nor shall
any purchaser or grantee of any property or rights permitted by this Indenture
to be sold or otherwise disposed of by the Company be under any obligation to
ascertain or inquire into the authority of the Company to make such sale or
other disposition.

                                     - 84 -
<Page>

          SECTION 12.09. AUTHORIZATION OF ACTIONS TO BE TAKEN BY THE COLLATERAL
AGENT UNDER THE COLLATERAL AGREEMENTS.

          Subject to the provisions of the applicable Collateral Agreements and
the Intercreditor Agreement, the Trustee and each Holder, by acceptance of its
Note(s), agrees that (a) the Collateral Agent shall execute and deliver the
Collateral Agreements and the Intercreditor Agreement and act in accordance with
the terms thereof, (b) the Collateral Agent may, in its sole discretion and
without the consent of the Trustee or the Holders, take all actions it deems
necessary or appropriate in order to (i) enforce any of the terms of the
Collateral Agreements and (ii) collect and receive any and all amounts payable
in respect of the Obligations of the Company and the Guarantors hereunder and
under the Notes, the Guarantees, the Collateral Agreements and the Intercreditor
Agreement and (c) the Collateral Agent shall have power to institute and to
maintain such suits and proceedings as it may deem expedient to prevent any
impairment of the Collateral by any act that may be unlawful or in violation of
the Collateral Agreements or this Indenture, and suits and proceedings as the
Collateral Agent may deem expedient to preserve or protect its interests and the
interests of the Trustee and the Holders in the Collateral (including the power
to institute and maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment, rule or order
that may be unconstitutional or otherwise invalid if the enforcement of, or
compliance with, such enactment, rule or order would impair the security
interest thereunder or be prejudicial to the interests of the Holders, the
Trustee or the Collateral Agent). Notwithstanding the foregoing, the Collateral
Agent may request the direction of the Holders with respect to any such actions
and upon receipt of the written consent of the Holders of at least a majority in
aggregate principal amount at maturity of the outstanding Notes, shall take such
actions; PROVIDED THAT all actions so taken shall, at all times, be in
conformity with the requirements of the Intercreditor Agreement.

          SECTION 12.10. AUTHORIZATION OF RECEIPT OF FUNDS BY THE COLLATERAL
AGENT UNDER THE COLLATERAL AGREEMENTS.

          The Collateral Agent is authorized to receive any funds for the
benefit of itself, the Trustee and the Holders distributed under the Collateral
Agreements and the Intercreditor Agreement to the extent permitted under the
Intercreditor Agreement, for turnover to the Trustee to make further
distributions of such funds to itself, the Collateral Agent and the Holders in
accordance with the provisions of SECTION 6.10 and the other provisions of this
Indenture.

                                     - 85 -
<Page>

                                   SIGNATURES

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


                                      By:  /s/Thomas Baldwin
                                           -----------------
                                           Name:   Thomas J. Baldwin
                                           Title:  Executive Vice President and
                                                   Chief Financial Officer

                                      THE BANK OF NEW YORK, as Trustee

                                      By:  /s/Julie Salovitch-Miller
                                           -------------------------
                                           Name: Julie Salovitch-Miller
                                           Title: Vice President

                                      THE BANK OF NEW YORK, as Collateral
                                      Agent

                                      By:  /s/Julie Salovitch-Miller
                                           -------------------------
                                           Name: Julie Salovitch-Miller
                                           Title: Vice President


PORTERHOUSE, INC., a Delaware corporation

MORTON'S OF CHICAGO, INC.,
an Illinois corporation

MORTON'S OF CHICAGO/ADDISON, INC., a
Delaware corporation

MORTON'S OF CHICAGO/ATLANTA, INC.,
an Illinois corporation

MORTON'S OF CHICAGO/ BALTIMORE,
INC., a Delaware corporation

MORTON'S RESTAURANT GROUP, INC., a
Delaware corporation

MORTON'S OF CHICAGO/BOCA
RATON, INC., a Delaware corporation

MORTON'S OF CHICAGO/ BUCKHEAD,
INC., a Delaware corporation

MORTON'S OF CHICAGO/ CHICAGO,
INC., a Delaware corporation

MORTON'S OF CHICAGO/
CINCINNATI, INC., a Delaware corporation

                                      By:  /s/ Thomas Baldwin
                                         -------------------------------------
                                         Name:  Thomas J. Baldwin
                                         Title: Executive Vice President and
                                                Chief Financial Officer of the
                                                above corporations

<Page>

MORTON'S OF CHICAGO/CLAYTON, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/CLEVELAND,
INC., an Illinois corporation

MORTON'S OF CHICAGO/COLUMBUS
INC., a Delaware corporation

MORTON'S OF CHICAGO/DALLAS, INC.,
an Illinois corporation

MORTON'S OF CHICAGO/DENVER, INC.,
an Illinois corporation

MORTON'S OF CHICAGO/DETROIT, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/FIFTH AVENUE,
INC., a Delaware corporation

MORTON'S OF CHICAGO/FLAMINGO
ROAD CORP., a Delaware corporation

MORTON'S OF CHICAGO/HOUSTON, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/MIAMI, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/MINNEAPOLIS, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/NASHVILLE,
INC., a Delaware corporation

MORTON'S OF CHICAGO/NORTH MIAMI
BEACH, INC., a Delaware corporation

MORTON'S OF CHICAGO/ORLANDO, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/PALM BEACH
INC., a Delaware corporation

MORTON'S OF CHICAGO/PALM DESERT,
INC., a Delaware corporation

MORTON'S OF CHICAGO/PHILADELPHIA,
INC., an Illinois corporation

MORTON'S OF CHICAGO/PHOENIX, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/
PITTSBURGH, INC., a Delaware corporation

MORTON'S OF CHICAGO/PORTLAND,
INC., a Delaware corporation

MORTON'S OF CHICAGO/PUERTO RICO,
INC., a Delaware corporation

MORTON'S OF CHICAGO/ROSEMONT,
INC., an Illinois corporation

MORTON'S OF CHICAGO/SACRAMENTO,
INC., a Delaware corporation

MORTON'S OF CHICAGO/SAN ANTONIO,
INC., a Delaware corporation

MORTON'S OF CHICAGO/SAN DIEGO,
INC., a Delaware corporation

MORTON'S OF CHICAGO/SAN
FRANCISCO, INC., a Delaware corporation

MORTON'S OF CHICAGO/SANTA ANA,
INC., a Delaware corporation

MORTON'S OF CHICAGO/SCOTTSDALE,
INC., a Delaware corporation

MORTON'S OF CHICAGO/SEATTLE, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/VIRGINIA, INC.,
an Illinois corporation

MORTON'S OF CHICAGO/WASHINGTON
D.C. INC., a Delaware corporation

MORTON'S OF CHICAGO/WASHINGTON
SQUARE, INC., a Delaware corporation

MORTON'S OF CHICAGO/WESTBROOK,
INC., an Illinois corporation


                                By:  /s/Thomas J. Baldwin
                                     -------------------------------------------
                                     Name:   Thomas J. Baldwin
                                     Title:  Executive Vice President and Chief
                                             Financial Officer of the above
                                             corporations and limited liability
                                             companies

<Page>

PORTERHOUSE OF LOS ANGELES, INC.,
a Delaware corporation

MORTON'S OF CHICAGO HOLDING, INC.,
a Delaware corporation

MORTON'S OF CHICAGO/BOSTON LLC,
a Delaware limited liability company

ARNIE MORTON'S OF CHICAGO/
BURBANK LLC, a Delaware limited liability
company

MORTON'S OF CHICAGO/CHARLOTTE
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/CRYSTAL CITY
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/DENVER
CRESCENT TOWN CENTER, LLC,
a Delaware limited liability company

ARNIE MORTON'S OF CHICAGO/
FIGUEROA LLC, a Delaware limited liability
company

MORTON'S OF CHICAGO/GREAT NECK
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/HACKENSACK
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/HARTFORD LLC,
a Delaware limited liability company

MORTON'S OF CHICAGO/HONOLULU
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/INDIANAPOLIS
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/JACKSONVILLE
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/KANSAS CITY
LLC, a Delaware limited liability company

MOCGC CORP., a Virginia corporation

MORTON'S OF CHICAGO/KING OF
PRUSSIA LLC, a Delaware limited liability
company

MORTON'S OF CHICAGO/LOUISVILLE
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/NEW ORLEANS
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/PITTSBURGH
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/RESTON LLC,
a Delaware limited liability company

MORTON'S OF CHICAGO/RICHMOND
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/SCHAUMBURG
LLC, a Delaware limited liability company

MORTON'S OF CHICAGO/STAMFORD LLC,
a Delaware limited liability company

MORTON'S OF CHICAGO/WHITE PLAINS
LLC, a Delaware limited liability company

ITALIAN RESTAURANTS HOLDING CORP.,
a Delaware corporation

BERTOLINI'S RESTAURANTS, INC.,
a Delaware corporation

BERTOLINI'S OF CIRCLE CENTRE, INC.,
a Delaware corporation

BERTOLINI'S/KING OF PRUSSIA, INC.,
a Delaware corporation

BERTOLINI'S OF LAS VEGAS, INC.,
a Delaware corporation

BERTOLINI'S AT VILLAGE SQUARE, INC.,
a Delaware corporation


                                  By: /s/Thomas J. Baldwin
                                      ------------------------------------------
                                      Name:   Thomas J. Baldwin
                                      Title:  Executive Vice President and Chief
                                              Financial Officer of the above
                                              corporations and limited liability
                                              companies

<Page>

ADDISON STEAKHOUSE, INC.,
a Texas Corporation

CHICAGO STEAKHOUSE, INC.,
a Texas corporation

HOUSTON STEAKHOUSE, INC.,
a Texas corporation

SAN ANTONIO STEAKHOUSE, INC.,
a Texas corporation


                                   By:  /s/Darryl G. Steadman
                                        --------------------------------
                                        Name:   Darryl G. Steadman
                                        Title:  Executive Vice President

<Page>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD,
ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE
ABSENCE OF SUCH REGISTRATION UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, (1) REPRESENTS THAT (A)
IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT), (B) IT IS A NON-U.S. PURCHASER AND IS ACQUIRING THIS SECURITY
IN AN OFFSHORE TRANSACTION WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT, OR (C) IT IS AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE
MEANING OF SUBPARAGRAPH (a)(1), (2), (3) OR (7) OF RULE 501 UNDER THE SECURITIES
ACT, AND (2) AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY OR ANY
INTEREST OR PARTICIPATION HEREIN, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE
HEREOF AND THE LAST DATE ON WHICH MORTON'S RESTAURANT GROUP, INC. OR ANY
AFFILIATE OF MORTON'S RESTAURANT GROUP, INC. WAS THE OWNER OF THIS SECURITY (OR
ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO MORTON'S RESTAURANT GROUP, INC.
OR ANY SUBSIDIARY THEREOF, (B) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON IT REASONABLY
BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A UNDER THE
SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHICH NOTICE IS GIVEN THAT THE TRANSFER IS
BEING MADE IN RELIANCE ON RULE 144A, (C) PURSUANT TO OFFERS AND SALES TO
NON-U.S. PURCHASERS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
REGULATION S UNDER THE SECURITIES ACT, (D) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2), (3) OR (7) OF RULE 501
UNDER THE SECURITIES ACT THAT IS ACQUIRING THE SECURITY FOR ITS OWN ACCOUNT, OR
FOR THE ACCOUNT OF SUCH AN INSTITUTIONAL ACCREDITED INVESTOR, FOR INVESTMENT
PURPOSES AND NOT WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY
DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, (E) PURSUANT TO A REGISTRATION
STATEMENT WHICH AS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (F)
PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT, SUBJECT TO MORTON'S RESTAURANT GROUP, INC.'S AND THE
TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE
(C), (D) OR (F) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM. IN EACH OF THE FOREGOING
CASES, A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS
SECURITY SHALL BE COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE. THIS
LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.

                                       A-1
<Page>

                         MORTON'S RESTAURANT GROUP, INC.

                      7 1/2% SENIOR SECURED NOTES DUE 2010

CUSIP No.
No.                                                                      $

     Morton's Restaurant Group, Inc., a Delaware corporation (the "COMPANY,"
which term includes any successor entity), for value received promises to pay to
___________________ or registered assigns the principal sum of _______________
Dollars (or such principal amount as may be set forth in the records of the
Trustee hereinafter referred to in accordance with the Indenture) on July 1,
2010, and to pay interest thereon as hereinafter set forth.

     This Note has been issued with original issue discount ("OID") for United
States federal income tax purposes. For each $1,000.00 of principal amount of
this Note, the issue price is $850.00 and the amount of OID is $150.00. The
issue date of this Note is July 7, 2003 and the yield to maturity is 10.593%.

          Interest Rate:  7 1/2%

          Interest Payment Dates: Interest will be payable semi-annually in cash
in arrears on January 1 and July 1 of each year, beginning on January 1, 2004.

          Record Dates:  June 15 and December 15.

          Reference is made to the further provisions of this Note contained on
the reverse side of this Note, which will for all purposes have the same effect
as if set forth at this place.

          IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                                         MORTON'S RESTAURANT GROUP, INC.


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

Dated:  July 7, 2003

                                       A-2
<Page>

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

          This is one of the 7 1/2% Senior Secured Notes due 2010 referred to in
the within-mentioned Indenture.


                                         THE BANK OF NEW YORK, as Trustee


Dated:  July 7, 2003                     By:
                                            ------------------------------------
                                             Authorized Signatory

                                       A-3
<Page>

                              (REVERSE OF SECURITY)

                       7 1/2% SENIOR SECURED NOTE DUE 2010

          1.      INTEREST. Morton's Restaurant Group, Inc., a Delaware
corporation (the "COMPANY"), promises to pay interest on the principal amount of
this Note at the rate per annum shown above. Interest on the Note will accrue
from the most recent date on which interest has been paid or, if no interest has
been paid, from and including the date of issuance. The Company will pay
interest semi-annually in arrears on each Interest Payment Date, commencing
January 1, 2004. Interest will be computed on the basis of a 360-day year
comprised of twelve 30-day months.

          2.      METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date, and on or before such Interest Payment Date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company shall pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts
("U.S. LEGAL TENDER"). However, the Company may pay principal and interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

          3.      PAYING AGENT AND REGISTRAR. Initially, The Bank of New York
(the "TRUSTEE") will act as Paying Agent and Registrar. The Company may change
any Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company may act as Paying Agent or Registrar.

          4.      INDENTURE. The Notes and the Guarantees were issued under an
Indenture, dated as of July 7, 2003 (the "INDENTURE"), among the Company, the
Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. 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) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of
such terms. The Notes are senior secured obligations of the Company. Each
Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time.

          5.      REDEMPTION.

          (a)             OPTIONAL REDEMPTION ON OR AFTER JULY 1, 2007. The
Notes will be redeemable at the option of the Company, in whole or in part at
any time or from time to time, on and after July 1, 2007, at the following
Redemption Prices (expressed as percentages of the Accreted Value thereof) if
redeemed during the twelve-month period commencing on July 1 of the year set
forth below, plus, in each case, accrued and unpaid interest and Additional
Interest, if any, thereon to the Redemption Date:

<Table>
<Caption>
          Year                                                 Percentage
          ----                                                 ----------
          <S>                                                     <C>
          2007...............................................     105.297%
          2008...............................................     102.648%
</Table>

                                       A-4
<Page>

<Table>
          <S>                                                     <C>
          2009 and thereafter................................     100.000%
</Table>

          (b)             OPTIONAL REDEMPTION UPON EQUITY OFFERINGS. At any
time, or from time to time, prior to July 1, 2006, the Company may, at its
option, use an amount equal to the net cash proceeds of one or more Equity
Offerings to redeem up to 35% of the aggregate principal amount at maturity of
the Notes originally issued under the Indenture at a Redemption Price equal to
110.593% of the Accreted Value thereof, plus accrued and unpaid interest and
Additional Interest thereon, if any, to the Redemption Date. In order to effect
the foregoing redemption with the proceeds of any Equity Offering, at least 65%
of the aggregate principal amount at maturity of the Notes originally issued in
the Offering remains outstanding immediately after such Redemption Date.

          6.      NOTICE OF REDEMPTION. Notice of redemption will be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder's
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; PROVIDED that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
PROVIDED, FURTHER, that any such partial redemption made with the proceeds of an
Equity Offering will be made only on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of the DTC or any other
depository) unless such method is otherwise prohibited. Notes in denominations
of $1,000 or more may be redeemed in part.

          Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent
for redemption on such redemption date sufficient to pay such redemption price
plus accrued and unpaid interest and Additional Interest, if any, the Notes
called for redemption will cease to bear interest from and after such redemption
date, and the only remaining right of the Holders of such Notes will be to
receive payment of the redemption price plus accrued and unpaid interest and
Additional Interest, if any, as of the redemption date upon surrender to the
Paying Agent of the Notes redeemed.

          7.      OFFERS TO PURCHASE. Sections 4.15 and 4.16 of the Indenture
provide that upon the occurrence of a Change of Control and after certain Asset
Sales and subject to further limitations contained therein, the Company will
make an offer to purchase certain amounts of the Notes in accordance with the
procedures set forth in the Indenture.

          8.      REGISTRATION RIGHTS. Pursuant to the Registration Rights
Agreement among the Company, the Subsidiary Guarantors and the Holders of the
Initial Notes, the Company will be obligated to consummate an exchange offer.
Upon such exchange offering, the Holders of Notes shall have the right, subject
to compliance with securities laws, to exchange such Notes for 7 1/2% Senior
Secured Notes due 2010, which have been registered under the Securities Act (the
"EXCHANGE NOTES"), in like principal amount and having terms identical in all
material respects to the Initial Notes. The Holders of the Initial Notes shall
be entitled to receive certain additional interest payments in the event such
exchange offer is not consummated and upon certain other conditions, all
pursuant to and in accordance with the terms of the Registration Rights
Agreement.

          9.      DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples
thereof. A Holder shall register the transfer of or exchange of Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes, fees or similar governmental charges payable in connection therewith
as permitted by the Indenture. The

                                       A-5
<Page>

Registrar need not register the transfer of or exchange of any Notes or portions
thereof selected for redemption.

          10.     PERSONS DEEMED OWNERS. The registered Holder of a Note shall
be treated as the owner of it and the Notes of which it is composed for all
purposes.

          11.     UNCLAIMED MONEY. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent may
pay the money without interest thereon back to the Company. After that, all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

          12.     DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company at
any time deposits with the Trustee U.S. Legal Tender or U.S. Government
Obligations sufficient to pay the principal of and interest on the Notes to
redemption or Maturity and complies with the other provisions of the Indenture
relating thereto, the Company shall be deemed to have paid and discharged the
entire Indebtedness represented by the outstanding Notes, except for the rights
of Holders to receive payments in respect of the principal of, and premium, if
any, interest and Additional Interest, if any, on the Notes when such payments
are due from the deposits referred to above.

          13.     AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions,
the Indenture, the Notes or the Guarantees may be amended or supplemented with
the written consent of the Holders of at least a majority in aggregate principal
amount at maturity of the Notes then outstanding, and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount at
maturity of the Notes then outstanding. Without consent of any Holder, the
parties thereto may amend or supplement the Indenture, the Notes or the
Guarantees to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes or Guarantees in addition to or in place of
certificated Notes or Guarantees, comply with the TIA, or comply with Article
Five of the Indenture or make any other change that does not adversely affect in
any material respect the rights of any Holder of a Note.

          14.     RESTRICTIVE COVENANTS. The Indenture imposes certain
limitations on the ability of the Company and its Restricted Subsidiaries to,
among other things, incur additional Indebtedness or Liens, make payments in
respect of their Capital Stock or certain Indebtedness, enter into transactions
with Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, merge or consolidate with any other Person, sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets or adopt a plan of liquidation. Such limitations are subject to a number
of important qualifications and exceptions. The Company must annually report to
the Trustee on compliance with such limitations.

          15.     SUCCESSORS. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes, the
Guarantees and the Indenture, the predecessor will be released from those
obligations.

          16.     DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount at maturity of Notes then outstanding may declare all the Notes to be due
and payable in the manner, at the time and with the effect provided in the
Indenture. Holders of Notes may not enforce the Indenture except as provided in
the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority
in aggregate principal amount at maturity of the Notes then outstanding to
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from Holders of Notes notice of

                                       A-6
<Page>

any continuing Default or Event of Default (except a Default in payment of
principal or interest) if it determines that withholding notice is in their
interest.

          17.     TRUSTEE DEALINGS WITH COMPANY. Subject to the terms of the TIA
and the Indenture, the Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company, its Subsidiaries or their respective Affiliates as if it were
not the Trustee.

          18.     NO RECOURSE AGAINST OTHERS. No past, present or future
stockholder, director, officer, employee or incorporator, as such, of the
Company or the Subsidiary Guarantors shall have any liability for any obligation
of the Company under the Notes, the Guarantees, the Collateral Agreements or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Note by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

          19.     GUARANTEES. Payment of principal and interest and Additional
Interest, if any (including interest on overdue principal and overdue interest,
if lawful), is unconditionally guaranteed, jointly and severally, by each of the
Subsidiary Guarantors.

          20.     INTERCREDITOR AGREEMENT. Each Holder, by its acceptance of its
Note, agrees to be bound by the terms of the Intercreditor Agreement and all
such replacement Intercreditor Agreements and each of the Subsidiary Guarantors
and the Holders hereby authorize the Trustee and the Collateral Agent to bind
the Holders to the extent provided in the Intercreditor Agreement.

          21.     AUTHENTICATION. This Note shall not be valid until the Trustee
or Authenticating Agent manually signs the certificate of authentication on this
Note.

          22.     GOVERNING LAW. The laws of the State of New York shall govern
this Note, the Guarantees, the Collateral Agreements and the Indenture, without
regard to principles of conflict of laws.

          23.     ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may
be used in the name of a Holder of a Note or an assignee, such as: TEN COM (=
tenants in common), TEN ENT (= 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 will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: Morton's
Restaurant Group, Inc., 3333 New Hyde Park Road, New Hyde Park, New York 11042,
Attn: Chief Financial Officer.

                                       A-7
<Page>

                                FORM OF GUARANTEE

          Each of the undersigned and their respective successors under the
Indenture (collectively, the "SUBSIDIARY GUARANTORS") has jointly and severally
with each of the other Subsidiary Guarantors, irrevocably and unconditionally
guaranteed, on a senior secured basis to the extent set forth in the Indenture,
dated as of July 7, 2003, by and among the Company, the Subsidiary Guarantors
and The Bank of New York as Trustee and Collateral Agent (the "INDENTURE"), (i)
the due and punctual payment of the principal of, premium, if any, and interest
and Additional Interest, if any, on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest and Additional Interest, if any, on the Notes,
to the extent lawful, and the due and punctual performance of all other
obligations of Morton's Restaurant Group, Inc. (the "COMPANY") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

          THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE
TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "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 OF THE GUARANTEE AND ALL
OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF
A NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH
PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR
SUCH PURPOSES.

          This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.

                                         [NAME OF SUBSIDIARY GUARANTORS]


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

                                       A-8
<Page>

                                 ASSIGNMENT FORM

          If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Note to:

________________________________________________________________________________


________________________________________________________________________________
                  (Print or type name, address and zip code and
                  social security or tax ID number 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.

Dated:                                   Signed:
      ----------------------------              --------------------------------
                                                 (Sign exactly as your name
                                                 appears on the other side of
                                                 this Note)

Signature Guarantee:
                    -----------------------------

          In connection with any transfer of this Note occurring prior to the
date which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "SECURITIES ACT"), covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) July 7, 2005, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:

                                   [CHECK ONE]

                  (1)     to the Company or a subsidiary thereof; or

                  (2)     pursuant to and in compliance with Rule 144A under the
          Securities Act; or

                  (3)     to an institutional "accredited investor" (as defined
          in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that has
          furnished to the Trustee a signed letter containing certain
          representations and agreements (the form of which letter can be
          obtained from the Trustee); or

                  (4)     outside the United States to a person other than a
          "U.S. person" in compliance with Rule 904 of Regulation S under the
          Securities Act; or

                  (5)     pursuant to the exemption from registration provided
          by Rule 144 under the Securities Act; or

                  (6)     pursuant to an effective registration statement under
          the Securities Act.

Unless one of the boxes is checked, the Trustee will refuse to register any of
the Notes evidenced by this certificate in the name of any person other than the
registered Holder thereof; PROVIDED that if box (3), (4) or (5) is checked, the
Company or the Trustee may require, prior to registering any such transfer of
the

                                       A-9
<Page>

Notes, in its sole discretion, such legal opinions, certifications (including an
investment letter in the case of box (3) or (4)) and other information as the
Trustee or the Company has reasonably requested to confirm that such transfer is
being made pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.

          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 Section 2.15 of the Indenture shall have
been satisfied.

Dated:                                   Signed:
      ----------------------------              --------------------------------
                                                 (Sign exactly as your name
                                                 appears on the other side of
                                                 this Note)

Signature Guarantee:
                    -----------------------------

              TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

          The undersigned represents and warrants that it is purchasing this
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 "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
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 the
undersigned 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 the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
      --------------------------------------------------------------------------
                                  NOTICE: To be executed by an executive officer

                                      A-10
<Page>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, check the
appropriate box:

                          Section 4.15  [    ]

                          Section 4.16  [    ]

                  If you want to elect to have only part of this Note purchased
by the Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state
the amount you elect to have purchased:

$
 --------------------------------


Dated:
      --------------------               ---------------------------------------
                                         NOTICE:  The signature on this
                                                  assignment must correspond
                                                  with the name as it appears
                                                  upon the face of the within
                                                  Note in every particular
                                                  without alteration or
                                                  enlargement or any change
                                                  whatsoever and be guaranteed
                                                  by the endorser's bank or
                                                  broker.

                                              Signature Guarantee:
                                                                  --------------

                                      A-11
<Page>

                                                                       EXHIBIT B

                             [FORM OF EXCHANGE NOTE]

                         MORTON'S RESTAURANT GROUP, INC.

                      7 1/2% SENIOR SECURED NOTES DUE 2010

CUSIP No.
No.                                                             $

             Morton's Restaurant Group, Inc., a Delaware corporation (the
"COMPANY," which term includes any successor entity), for value received
promises to pay to ___________________ or registered assigns the principal sum
of _______________ Dollars (or such principal amount as may be set forth in the
records of the Trustee hereinafter referred to in accordance with the Indenture)
on July 1, 2010, and to pay interest thereon as hereinafter set forth.

             Interest Rate: 7 1/2%

             Interest Payment Dates: Interest will be payable semi-annually in
cash in arrears on January 1 and July 1 of each year, beginning on January 1,
2004.

             Record Dates: June 15 and December 15.

             Reference is made to the further provisions of this Note contained
on the reverse side of this Note, which will for all purposes have the same
effect as if set forth at this place.

             IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officer.

                                          MORTON'S RESTAURANT GROUP, INC.


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


Dated:  July 7, 2003

                                       B-1
<Page>

                      TRUSTEE CERTIFICATE OF AUTHENTICATION

             This is one of the 7 1/2% Senior Secured Notes due 2010 referred to
in the within-mentioned Indenture.



                                          THE BANK OF NEW YORK, as Trustee


Dated:  July 7, 2003                      By:
                                             -----------------------------------
                                             Authorized Signatory

                                       B-2
<Page>

                              (REVERSE OF SECURITY)

                       7 1/2% SENIOR SECURED NOTE DUE 2010


          1.   INTEREST. Morton's Restaurant Group, Inc., a Delaware corporation
(the "COMPANY"), promises to pay interest on the principal amount of this Note
at the rate per annum shown above. Interest on the Note will accrue from the
most recent date on which interest has been paid or, if no interest has been
paid, from and including the date of issuance. The Company will pay interest
semi-annually in arrears on each Interest Payment Date, commencing January 1,
2004. Interest will be computed on the basis of a 360-day year comprised of
twelve 30-day months.

          2.   METHOD OF PAYMENT. The Company shall pay interest on the Notes
(except defaulted interest) to the Persons who are the registered Holders at the
close of business on the Record Date immediately preceding the Interest Payment
Date even if the Notes are cancelled on registration of transfer or registration
of exchange after such Record Date, and on or before such Interest Payment Date.
Holders must surrender Notes to a Paying Agent to collect principal payments.
The Company shall pay principal and interest in money of the United States that
at the time of payment is legal tender for payment of public and private debts
("U.S. LEGAL TENDER"). However, the Company may pay principal and interest by
check payable in such U.S. Legal Tender. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

          3.   PAYING AGENT AND REGISTRAR. Initially, The Bank of New York (the
"TRUSTEE") will act as Paying Agent and Registrar. The Company may change any
Paying Agent, Registrar or co-Registrar without notice to the Holders. The
Company may act as Paying Agent or Registrar.

          4.   INDENTURE. The Notes and the Guarantees were issued under an
Indenture, dated as of July 7, 2003 (the "INDENTURE"), among the Company, the
Subsidiary Guarantors named therein and the Trustee. Capitalized terms herein
are used as defined in the Indenture unless otherwise defined herein. 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) (the "TIA"), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on
the date on which the Indenture is qualified under the TIA. Notwithstanding
anything to the contrary herein, the Notes are subject to all such terms, and
Holders of Notes are referred to the Indenture and the TIA for a statement of
such terms. The Notes are senior secured obligations of the Company. Each
Holder, by accepting a Note, agrees to be bound by all of the terms and
provisions of the Indenture, as the same may be amended from time to time.

          5.   REDEMPTION.

          (a)  OPTIONAL REDEMPTION ON OR AFTER JULY 1, 2007. The Notes will be
redeemable at the option of the Company, in whole or in part at any time or from
time to time, on and after July 1, 2007, at the following Redemption Prices
(expressed as percentages of the Accreted Value thereof) if redeemed during the
twelve-month period commencing on July 1 of

                                       B-3
<Page>

the year set forth below, plus, in each case, and accrued and unpaid interest
thereon, if any, to the Redemption Date:

<Table>
<Caption>
         Year                                                      Percentage
         ----                                                      ----------
         <S>                                                         <C>
         2007...............................................         105.297%
         2008 ..............................................         102.648%
         2009 and thereafter................................         100.000%
</Table>

          (b)  OPTIONAL REDEMPTION UPON EQUITY OFFERINGS. At any time, or from
time to time, prior to July 1, 2006, the Company may, at its option, use an
amount equal to the net cash proceeds of one or more Equity Offerings to redeem
up to 35% of the principal amount at maturity of the Notes originally issued
under the Indenture at a Redemption Price equal to 110.593% of the Accreted
Value thereof, plus accrued and unpaid interest thereon, if any, to the
Redemption Date. In order to effect the foregoing redemption with the proceeds
of any Equity Offering, at least 65% of the principal amount at maturity of the
Notes must remain outstanding immediately after such Redemption Date.

          6.   NOTICE OF REDEMPTION. Notice of redemption will be mailed by
first-class mail at least 30 days but not more than 60 days before the
Redemption Date to each Holder of Notes to be redeemed at such Holder's
registered address. If fewer than all of the Notes are to be redeemed, at any
time, selection of Notes for redemption will be made by the Trustee in
compliance with the requirements of the principal national securities exchange,
if any, on which the Notes are listed, or, if the Notes are not so listed, on a
pro rata basis, by lot or by such method as the Trustee deems to be fair and
appropriate; PROVIDED that no partial redemption will reduce the principal
amount of a Note not redeemed to a denomination of less than $1,000; and
PROVIDED, FURTHER, that any such partial redemption made with the proceeds of an
Equity Offering will be made only on a pro rata basis or on as nearly a pro rata
basis as practicable (subject to the procedures of the DTC or any other
depository) unless such method is otherwise prohibited. Notes in denominations
of $1,000 or more may be redeemed in part.

          Except as set forth in the Indenture, if monies for the redemption of
the Notes called for redemption shall have been deposited with the Paying Agent
for redemption on such redemption date sufficient to pay such redemption price
plus accrued and unpaid interest, if any, the Notes called for redemption will
cease to bear interest from and after such redemption date, and the only
remaining right of the Holders of such Notes will be to receive payment of the
redemption price plus accrued and unpaid interest, if any, as of the redemption
date upon surrender to the Paying Agent of the Notes redeemed.

          7.   OFFERS TO PURCHASE. Sections 4.15 and 4.16 of the Indenture
provide that upon the occurrence of a Change of Control, after certain Asset
Sales and in connection with an Excess Cash Flow Offer and subject to further
limitations contained therein, the Company will make an offer to purchase
certain amounts of the Notes in accordance with the procedures set forth in the
Indenture.

          8.   DENOMINATIONS; TRANSFER; EXCHANGE. The Notes are in registered
form, without coupons, in denominations of $1,000 and integral multiples
thereof. A Holder shall register the transfer of or exchange of Notes in
accordance with the Indenture. The Registrar may require a Holder, among other
things, to furnish appropriate endorsements and transfer

                                       B-4
<Page>

documents and to pay any taxes, fees or similar governmental charges payable in
connection therewith as permitted by the Indenture. The Registrar need not
register the transfer of or exchange of any Notes or portions thereof selected
for redemption.

          9.   PERSONS DEEMED OWNERS. The registered Holder of a Note shall be
treated as the owner of it and the Notes of which it is composed for all
purposes.

          10.  UNCLAIMED MONEY. If money for the payment of principal or
interest remains unclaimed for two years, the Trustee and the Paying Agent may
pay the money without interest thereon back to the Company. After that, all
liability of the Trustee and such Paying Agent with respect to such money shall
cease.

          11.  DISCHARGE PRIOR TO REDEMPTION OR MATURITY. If the Company at any
time deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
Maturity and complies with the other provisions of the Indenture relating
thereto, the Company shall be deemed to have paid and discharged the entire
Indebtedness represented by the outstanding Notes, except for the rights of
Holders to receive payments in respect of the principal of, and premium, if any,
interest and Additional Interest, if any, on the Notes when such payments are
due from the deposits referred to above.

          12.  AMENDMENT; SUPPLEMENT; WAIVER. Subject to certain exceptions, the
Indenture, the Notes or the Guarantees may be amended or supplemented with the
written consent of the Holders of at least a majority in aggregate principal
amount at maturity of the Notes then outstanding, and any existing Default or
Event of Default or noncompliance with any provision may be waived with the
written consent of the Holders of a majority in aggregate principal amount at
maturity of the Notes then outstanding. Without consent of any Holder, the
parties thereto may amend or supplement the Indenture, the Notes or the
Guarantees to, among other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Notes or Guarantees in addition to or in place of
certificated Notes or Guarantees, comply with the TIA, or comply with Article
Five of the Indenture or make any other change that does not adversely affect in
any material respect the rights of any Holder of a Note.

          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 or Liens, make payments in respect of
their Capital Stock or certain Indebtedness, enter into transactions with
Affiliates, create dividend or other payment restrictions affecting
Subsidiaries, merge or consolidate with any other Person, sell, assign,
transfer, lease, convey or otherwise dispose of all or substantially all of its
assets or adopt a plan of liquidation. Such limitations are subject to a number
of important qualifications and exceptions. The Company must annually report to
the Trustee on compliance with such limitations.

          14.  SUCCESSORS. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes, the
Guarantees and the Indenture, the predecessor will be released from those
obligations.

          15.  DEFAULTS AND REMEDIES. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount at maturity of Notes

                                       B-5
<Page>

then outstanding may declare all the Notes to be due and payable in the manner,
at the time and with the effect provided in the Indenture. Holders of Notes may
not enforce the Indenture except as provided in the Indenture. The Trustee is
not obligated to enforce the Indenture or the Notes unless it has received
indemnity satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount at maturity of the Notes then outstanding to direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of Notes
notice of any continuing Default or Event of Default (except a Default in
payment of principal or interest) if it determines that withholding notice is in
their interest.

          16.  TRUSTEE DEALINGS WITH COMPANY. Subject to the terms of the TIA
and the Indenture, the Trustee under the Indenture, in its individual or any
other capacity, may become the owner or pledgee of Notes and may otherwise deal
with the Company, its Subsidiaries or their respective Affiliates as if it were
not the Trustee.

          17.  NO RECOURSE AGAINST OTHERS. No past, present or future
stockholder, director, officer, employee or incorporator, as such, of the
Company or the Subsidiary Guarantors shall have any liability for any obligation
of the Company under the Notes, the Guarantees, the Collateral Agreements or the
Indenture or for any claim based on, in respect of or by reason of such
obligations or their creation. Each Holder of a Note by accepting a Note waives
and releases all such liability. The waiver and release are part of the
consideration for the issuance of the Notes.

          18.  GUARANTEES. Payment of principal and interest and Additional
Interest, if any (including interest on overdue principal and overdue interest,
if lawful), is unconditionally guaranteed, jointly and severally, by each of the
Subsidiary Guarantors.

          19.  INTERCREDITOR AGREEMENT. Each Holder, by its acceptance of its
Note, agrees to be bound by the terms of the Intercreditor Agreement and all
such replacement Intercreditor Agreements and each of the Subsidiary Guarantors
and the Holders hereby authorize the Trustee and the Collateral Agent to bind
the Holders to the extent provided in the Intercreditor Agreement.

          20.  AUTHENTICATION. This Note shall not be valid until the Trustee or
Authenticating Agent manually signs the certificate of authentication on this
Note.

          21.  GOVERNING LAW. The laws of the State of New York shall govern
this Note, the Guarantees, the Collateral Agreements and the Indenture, without
regard to principles of conflict of laws.

          22.  ABBREVIATIONS AND DEFINED TERMS. Customary abbreviations may be
used in the name of a Holder of a Note or an assignee, such as: TEN COM (=
tenants in common), TEN ENT (= 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 will furnish to any Holder of a Note upon written request
and without charge a copy of the Indenture. Requests may be made to: Morton's
Restaurant Group,

                                       B-6
<Page>

Inc., 3333 New Hyde Park Road, New Hyde Park, New York 11042, Attn: Chief
Financial Officer.

                                       B-7
<Page>

                                FORM OF GUARANTEE

          Each of the undersigned and their respective successors under the
Indenture (collectively, the "SUBSIDIARY GUARANTORS") has jointly and severally
with each of the other Subsidiary Guarantors, irrevocably and unconditionally
guaranteed, on a senior secured basis to the extent set forth in the Indenture,
dated as of July 7, 2003, by and among the Company, the Subsidiary Guarantors
and The Bank of New York as Trustee and Collateral Agent (the "INDENTURE"), (i)
the due and punctual payment of the principal of, premium, if any, and interest
and Additional Interest, if any, on the Notes, whether at maturity, by
acceleration or otherwise, the due and punctual payment of interest on the
overdue principal of and interest and Additional Interest, if any, on the Notes,
to the extent lawful, and the due and punctual performance of all other
obligations of Morton's Restaurant Group, Inc. (the "COMPANY") to the Holders or
the Trustee all in accordance with the terms set forth in Article Ten of the
Indenture and (ii) in case of any extension of time of payment or renewal of any
Notes or any of such other obligations, that the same will be promptly paid in
full when due or performed in accordance with the terms of the extension or
renewal, whether at stated maturity, by acceleration or otherwise. Capitalized
terms used herein have the meanings assigned to them in the Indenture unless
otherwise indicated.

          THE OBLIGATIONS OF THE UNDERSIGNED TO HOLDERS OF THE NOTES AND TO THE
TRUSTEE PURSUANT TO THIS NOTATION OF GUARANTEE (THE "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 OF THE GUARANTEE AND ALL
OTHER PROVISIONS OF THE INDENTURE TO WHICH THE GUARANTEE RELATES. EACH HOLDER OF
A NOTE, BY ACCEPTING THE SAME, (A) AGREES TO AND SHALL BE BOUND BY SUCH
PROVISIONS AND (B) APPOINTS THE TRUSTEE ATTORNEY-IN-FACT FOR SUCH HOLDER FOR
SUCH PURPOSES.

          This Guarantee shall be governed by and construed in accordance with
the laws of the State of New York.

                                          [NAME OF SUBSIDIARY GUARANTORS]


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

                                       B-8
<Page>

                                 ASSIGNMENT FORM

          If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Note to:

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

--------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number 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.

Dated:                                 Signed:
      ----------------------                  ----------------------------------
                                              (Sign exactly as your name appears
                                               on the other side of this Note)

Signature Guarantee:
                     ------------------------------

                                       B-9
<Page>

                      [OPTION OF HOLDER TO ELECT PURCHASE]

          If you want to elect to have this Note purchased by the Company
pursuant to Section 4.15 or Section 4.16 of the Indenture, check the appropriate
box:

               Section 4.15  [       ]

               Section 4.16  [       ]

          If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$___________________________


Dated:
      ---------------------             ----------------------------------------
                                        NOTICE: The signature on this assignment
                                                must correspond with the name as
                                                it appears upon the face of the
                                                within Note in every particular
                                                without alteration or
                                                enlargement or any change
                                                whatsoever and be guaranteed by
                                                the endorser's bank or broker.


                                          Signature Guarantee:
                                                              ------------------
                                      B-10

<Page>

                                                                       EXHIBIT C

                         FORM OF LEGEND FOR GLOBAL NOTES

          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 Security) 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 DEPOSITORY OR A NOMINEE OF A DEPOSITORY OR A
                  SUCCESSOR DEPOSITORY. THIS NOTE IS NOT EXCHANGEABLE FOR NOTES
                  REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY
                  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 DEPOSITORY TO A
                  NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO
                  THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) 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 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 TO 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.

                                       C-1
<Page>

                                                                       EXHIBIT D

                            Form of Certificate To Be
                          Delivered in Connection with
                    TRANSFERS TO NON-QIB ACCREDITED INVESTORS

                                                               -----------, ----


The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

          Re:     7 1/2% SENIOR SECURED NOTES DUE 2010 (THE "NOTES") OF MORTON'S
                  RESTAURANT GROUP, INC. (THE "COMPANY")

Ladies and Gentlemen:

          In connection with our proposed purchase of $_____________ aggregate
principal amount at maturity of the Notes, we confirm that:

          1.     We have received a copy of the Offering Circular (the
"OFFERING CIRCULAR"), dated June 27, 2003, relating to the Notes and such other
information as we deem necessary in order to make our investment decision. We
acknowledge that we have read and agreed to the matters stated in the section
entitled "Notice to Investors" of the Offering Circular.

          2.     We understand that any subsequent transfer of the Notes is
subject to certain restrictions and conditions set forth in the Indenture dated
as of July 7, 2003 relating to the Notes (the "INDENTURE") and the undersigned
agrees to be bound by, and not to resell, pledge or otherwise transfer the Notes
except in compliance with, such restrictions and conditions and the Securities
Act of 1933, as amended (the "SECURITIES ACT").

          3.     We understand that the offer and sale of the Notes have not
been registered under the Securities Act, and that the Notes 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 or otherwise transfer any Notes prior to the date
which is within two years after the original issuance of the Notes or the last
date on which the Note is owned by the Company or any affiliate of the Company,
we will do so only (i) to the Company or any of its subsidiaries, (ii) inside
the United States in accordance with Rule 144A under the Securities Act to a
"qualified institutional buyer" (as defined in Rule 144A under the Securities
Act), (iii) inside the United States to an institutional "accredited investor"
(as defined below) provided that, prior to such transfer, the transferee
furnishes (or has furnished on its behalf by a U.S. broker-dealer) to you a
signed letter containing certain representations and agreements relating to the
restrictions on transfer of the Notes, substantially in the form of this letter,
(iv) outside the United States in accordance with Rule 904 of Regulation S under
the Securities Act, (v) pursuant to the exemption from registration provided by
Rule 144 under the Securities Act (if available) or (vi) pursuant to an
effective registration statement under the Securities Act, and we further agree
to provide to any person purchasing any of the Notes from us a notice advising
such purchaser that resales of the Notes are restricted as stated herein.

                                       D-1
<Page>

          4.     We are not acquiring the Notes for or on behalf of, and will
not transfer the Notes to, any pension or welfare plan (as defined in Section 3
of the Employee Retirement Income Security Act of 1974), except as permitted in
the section entitled "Notice to Investors" of the Offering Circular.

          5.     We understand that, on any proposed resale of any Notes, we
will be required to furnish to you and the Company such certification, 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 will bear a legend to the
foregoing effect.

          6.     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 their investment, as the case may be.

          7.     We are acquiring the Notes 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.

          8.     We are not acquiring Notes with a view to any distribution
thereof in a transaction that would violate the Securities Act or the securities
laws of any state of the United States or any other applicable jurisdiction;
provided that the disposition of our property and the property of any accounts
for which we are acting as fiduciary shall remain at all times within our and
their control.

          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, and we agree to notify you promptly if
any of our representations or warranties herein cease to be accurate and
complete.

          This letter shall be governed by, and construed in accordance with,
the laws of the State of New York without regard to principles of conflicts of
laws.

                                         Very truly yours,

                                         [Name of Transferee]


                                         By:
                                            ------------------------------------
                                                     Authorized Signature

                                       D-2
<Page>

                                                                       EXHIBIT E

                            Form of Certificate To Be
                          Delivered in Connection with
                       TRANSFERS PURSUANT TO REGULATION S

The Bank of New York
101 Barclay Street, Floor 8 West
New York, New York 10286

          Re:     7 1/2% SENIOR SECURED NOTES DUE 2010 (THE "NOTES") OF MORTON'S
                  RESTAURANT GROUP, INC. (THE "COMPANY")

Ladies and Gentlemen:

          In connection with our proposed sale of $________________ aggregate
principal amount at maturity 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 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 903(b) or Rule 904(b) of
Regulation S, as applicable;

          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.

          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. Terms used in this certificate have the
meanings set forth in Regulation S.

                                         Very truly yours,

                                         [Name of Transferee]


                                         By:
                                            ------------------------------------
                                                     Authorized Signature