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                                                                  Exhibit 10.12

              Form of 7-1/2% SERIES A DEBENTURES DUE JUNE 30, 2007

THIS DEBENTURE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS
REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE AND
EXCEPT IN COMPLIANCE WITH THE PROVISIONS OF SECTION 17 HEREOF.

                               FLCH HOLDINGS CORP.

                       7-1/2% SERIES A DEBENTURES DUE JUNE 30, 2007

No.:  R-                                                    New York, New York


            FLCH HOLDINGS CORP., a Delaware corporation (hereinafter called
"HoldCo"), for value received, hereby promises to pay to:

or its registered assigns, the principal amount of $ (or so much thereof as
shall not have been prepaid), payable on June 30, 2007, and to pay interest
(computed on the basis of a 360-day year of twelve 30-day months) on the unpaid
principal amount hereof, from the date hereof, at the rate of 7-1/2% per annum
semi-annually on the 31st day of January and the 31st day of July in each year,
commencing on January 31, 1997, until said principal amount shall have become
due and payable and (to the extent permitted by applicable law) to pay interest
at the rate of 10-1/2% per annum on any overdue principal and interest, from the
date such amount was due and payable until the obligation of HoldCo with respect
to the payment thereof shall be fully discharged. Payments of principal and
interest on this 7-1/2% Series A Debenture (this "Debenture") shall be made in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts. If the date
on which any such payment is required to be made pursuant to the provisions of
this Debenture occurs on a day other than a Business Day (as hereinafter
defined), such payment shall be due and payable on the next succeeding Business
Day.

            This Debenture together with any debenture or debentures hereafter
issued in accordance with the provisions hereof which represent part of the
principal amount of this Debenture and any replacement hereof or thereof
constitute HoldCo's 7-1/2% Series A Debentures due June 30, 2007 (hereinafter
collectively called the "7-1/2% Series A Debentures"). The 7-1/2% Series A
Debentures, together with HoldCo's 7-1/2% Series B Debentures due June 30, 2008
and HoldCo's 7-1/2% Series C Debentures due


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June 30, 2009, and any debenture or debentures issued in accordance with the
provisions hereof or thereof which represent part of the principal amount hereof
or thereof and any replacement of any of the foregoing, aggregating $500,000,000
in original principal amount, are hereinafter collectively called "7-1/2%
Debentures".

            1.    DEFINED TERMS

            As used herein the following terms shall have the following
meanings:

            "Administrative Agent" shall mean The Chase Manhattan Bank, N.A., in
its capacity as administrative agent under the Senior Credit Agreements.

            "Affiliate" shall mean any person or entity that directly, or
indirectly through one or more intermediaries, controls, is controlled by, or is
under common control with, another specified person or entity.

            "Borrower" shall mean FLCH Acquisition Corp., a Delaware corporation
and a direct wholly-owned subsidiary of HoldCo, which corporation is to be
merged with CHS pursuant to the Merger, and from and after the Merger said term
shall refer to the Surviving Corporation.

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

            "CHS" shall mean Community Health Systems, Inc., a Delaware
corporation.

            "Co-Agents" shall mean, collectively, Bank of America N.A.,
NationsBank, and The Bank of Nova Scotia, in their capacities as co-agents with
respect to the Senior Credit Agreements.

            "Merger Credit Agreement" shall mean the $900,000,000 Credit
Agreement dated as of July 9, 1996, among the Borrower, HoldCo, the Merger
Lenders parties thereto, the Co-Agents and the Administrative Agent, and shall
include any replacements or refinancings by the Lenders, renewals, and
amendments thereto with the consent of the Borrower, the Lenders, the Co-Agents
and the Administrative Agent, as required thereunder, and including those
amendments that would increase the amounts outstanding thereunder to the extent
permitted by the provisions of Section 16.

            "Event(s) of Default" shall have the meaning assigned to it in
Section 4.

            "Holder" shall mean the person or entity in whose name this
Debenture is registered on the register maintained by HoldCo pursuant to Section
6; and "Holders" shall be the collective reference to all such holders of 7-1/2%
Debentures.


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            "L/C Application" shall be any L/C Application under the Merger
Credit Agreement.

            "Lenders" shall mean, prior to the Merger, the Tender Lenders, and
from and after the Merger, the Merger Lenders.

            "Letters of Credit" shall be the collective reference to Letters of
Credit issued under the Merger Credit Agreement.

            "MBO-VI" shall mean Forstmann Little & Co. Subordinated Debt and
Equity Management Buyout Partnership-VI, a Delaware limited partnership.

            "Merger" shall mean the merger of FLCH Acquisition Corp. with CHS
pursuant to the Agreement and Plan of Merger, dated June 9, 1996, as amended,
between CHS, HoldCo and the Borrower.

            "Merger Lenders" shall mean the Lenders from time to time parties to
the Merger Credit Agreement.

            "Notice of Designation" shall mean a notice delivered by HoldCo to
the Holders designating Senior Obligations, which notice shall be substantially
in the form of Annex 1 hereto.

            "Partnership Agreement" shall have the meaning assigned to it in
Section 4.

            "Purchase Notice" shall have the meaning assigned to it in
subsection 17.2.

            "Senior Credit Agreements" shall have the collective reference to
the Tender Credit Agreement and the Merger Credit Agreement.

            "Senior Creditors" shall mean the Administrative Agent, the
Co-Agents and the Lenders.

            "Senior Default" shall have the meaning assigned to the term
"Default" in the Senior Credit Agreements or a failure to pay obligations under
the Tender Credit Agreement following a demand therefor.

            "Senior Event of Default" shall have the meaning assigned to the
term "Event of Default" in the Senior Credit Agreements or a failure to pay
obligations under the Tender Credit Agreement following a demand therefor.

            "Senior Extensions of Credit" shall mean all loans and other
extensions of credit obtained by the Borrower under the Senior Credit
Agreements.

            "Senior Loans" shall mean Loans outstanding under the Senior Credit
Agreements.


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            "Senior Notes" shall mean the promissory notes that may be issued by
the Borrower under the Senior Credit Agreements to evidence indebtedness to the
Lenders outstanding from time to time under the Senior Credit Agreements.

            "Senior Obligations" shall mean, to the extent that HoldCo
guarantees the obligations of the Borrower incurred pursuant to the Senior
Credit Agreements, (a) the principal amount of, and accrued interest on
(including, without limitation, any interest which accrues after the
commencement of any case, proceeding or other action relating to the bankruptcy,
insolvency or reorganization of HoldCo or the Borrower, whether or not allowed),
the Senior Extensions of Credit, the Senior Notes, all other indebtedness,
liabilities and obligations of the Borrower under the Senior Credit Agreements
and any refinancing thereof, and all indebtedness, liabilities and obligations
of HoldCo under guarantees made by HoldCo in respect thereof, and (b) all other
indebtedness, obligations and liabilities of the Borrower to the Lenders now
existing or hereafter incurred or created under or with respect to the Senior
Extensions of Credit, the Senior Notes and the Senior Credit Agreements and with
respect to the Letters of Credit and the L/C Applications, and with respect to
any refinancing thereof, and all indebtedness, liabilities and obligations of
HoldCo under guarantees made by HoldCo in respect of the foregoing (including,
without limitation, any interest which accrues after the commencement of any
case, proceeding or other action relating to the bankruptcy, insolvency or
reorganization of HoldCo or the Borrower, whether or not allowed), and (c) the
principal amount of, and accrued interest (including without limitation, any
interest which accrues after the commencement of any case, proceeding or other
action relating to the bankruptcy, insolvency or reorganization of HoldCo or the
Borrower, whether or not allowed) and commissions on, additional indebtedness,
obligations and/or liabilities of the Borrower under the Senior Credit
Agreements and all refinancings thereof and all indebtedness, liabilities and
obligations of HoldCo under guarantees made by HoldCo in respect thereof, not
otherwise specified in clause (a) or (b) above in principal amounts in the
aggregate, at any one time outstanding, not to exceed $100,000,000, which
indebtedness, obligations and/or liabilities are designated as Senior
Obligations in a Notice of Designation from HoldCo to each of the Holders which
has become effective in accordance with the provisions of Section 16, and (d)
all indebtedness, obligations and liabilities of the Borrower arising under any
agreements between the Borrower and one or more Senior Creditors relating to
interest rate, currency or similar swap and hedging arrangements and under any
other agreements made, delivered or given in connection therewith and all
indebtedness, liabilities and obligations of HoldCo under guarantees made by
HoldCo in respect thereof (including, without limitation, any interest which
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of HoldCo or the Borrower,
whether or not allowed).


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            "Subordinated Obligations" shall mean (a) the principal amount of,
and accrued interest on (including, without limitation, any interest which
accrues after the commencement of any case, proceeding or other action relating
to the bankruptcy, insolvency or reorganization of HoldCo, whether or not
allowed), the 7-1/2% Debentures, and (b) all other indebtedness, obligations and
liabilities of HoldCo to the Holders (including those arising under Section 11
and Section 16), now existing or hereafter incurred or created under the 7-1/2%
Debentures.

            "Surviving Corporation" shall mean the corporation which survives
the Merger.

            "Tender Credit Agreement" shall mean the Tender Credit Agreement,
dated as of July 9, 1996, among the Borrower, HoldCo, the banks and other
financial institutions (the "Tender Lenders") which are from time to time
parties thereto, the Co-Agents, and the Administrative Agent, and shall include
any replacements or refinancings by the Tender Lenders, renewals and amendments
thereto with the consent of the Administrative Agent or the Required Lenders,
and including those amendments that would increase the amounts outstanding
thereunder to the extent permitted by the provisions of Section 16.

            "Transfer", "Transferee," "Transfer Notice" and "Transfer Price"
shall have the respective meanings assigned to such terms in Section 17.

            2.    REPRESENTATIONS AND WARRANTIES

            HoldCo hereby represents and warrants to the Holder that the
following are true on and as of the date of issue of this Debenture:

            2.1 Corporate Existence; Corporate Power; Authorization. HoldCo (a)
is duly organized, validly existing and in good standing under the laws of the
State of Delaware, (b) has the corporate power and authority and the legal right
to make and deliver, and to perform its obligations under, the 7-1/2% Debentures
and to make the borrowing evidenced thereby, and (c) has taken all necessary
corporate action to authorize such borrowing on the terms and conditions of the
7-1/2% Debentures and to authorize the execution and delivery of, and
performance by it of its obligations under, the 7-1/2% Debentures.

            2.2 No Legal Bar. No consent or authorization of, filing with, or
other act by or in respect of, any other person or entity is required in
connection with the borrowing evidenced by the 7-1/2% Debentures or with the
execution and delivery by HoldCo of, or performance by HoldCo of its


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obligations under, or the validity or enforceability against HoldCo of, the
7-1/2% Debentures. The execution and delivery of, and performance by HoldCo of
its obligations under, the 7-1/2% Debentures will not violate or conflict with
or constitute a default under its Certificate of Incorporation or By-Laws, or
any law, rule or regulation, or determination of an arbitrator, or of a
government or court or other governmental agency, instrumentality or authority
applicable to or binding upon it or any of its property or to which it or any of
its property is subject or any provision of any security issued by HoldCo or of
any agreement, instrument or undertaking to which HoldCo is a party or by which
it or any of its property is bound, except violations which will not have a
Material Adverse Effect (as defined in the Senior Credit Agreements) of HoldCo
and its subsidiaries taken as a whole.

            2.3 Enforceable Obligations. This Debenture has been, and each other
7-1/2% Debenture will be, duly authorized, executed and delivered on behalf of
HoldCo and constitutes or will constitute, as the case may be, a legal, valid
and binding obligation of HoldCo enforceable against HoldCo in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency,
moratorium or other similar laws affecting creditors' rights generally and by
applicable principles of equity (whether considered in a suit at law or in
equity).

            3.    COVENANTS

            3.1. Dividends. HoldCo hereby agrees with the Holder that, so long
as this Debenture remains outstanding and unpaid or any other amount is owing
hereunder or with respect hereto, HoldCo shall not pay any dividends on, or make
any distributions with respect to, any shares of the common stock or preferred
stock of HoldCo, if and so long as any semi-annual interest payment theretofore
due on any of the 7-1/2% Debentures remains unpaid.

            3.2. Supplemental Interest. HoldCo shall pay to the Holder of this
Debenture, as supplemental interest, an amount equal to the product of (a)
1-1/2% of $233,464,288, multiplied by (b) a fraction, the numerator of which is
the original principal amount of this Debenture and the denominator of which is
$166,666,667, such amount to be payable within 30 days after the date of this
Debenture.

            4.    EVENTS OF DEFAULT

            Upon the occurrence of any of the following events (each,
individually, an "Event of Default" and collectively, "Events of Default"):

                  (a) HoldCo shall fail to pay any part of the principal amount
            of any of the 7-1/2% Debentures when due in accordance with the
            terms hereof, or fail to pay any installment of interest on any of
            the 7-1/2% Debentures or any other amount payable hereunder or
            thereunder, and (i) in


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            each such event such default shall not have been remedied within 120
            days after it has occurred and (ii) so long as any Senior
            Obligations are outstanding and unpaid, in the case of any failure
            to pay any installment of interest on any of the 7-1/2% Debentures
            beyond such 120-day grace period such failure shall constitute an
            Event of Default hereunder only upon declaration thereof, by written
            notice or notices to HoldCo, by the Holders of at least a majority
            of the then outstanding aggregate principal amount of the 7-1/2%
            Debentures; or

                  (b) any representation or warranty made by HoldCo herein shall
            prove to have been incorrect in any material respect on or as of the
            date made; or

                  (c) HoldCo shall default in the observance or performance of
            the covenant contained in Section 3.1; or

                  (d) (i) HoldCo shall commence any case, proceeding or other
            action (A) under any existing or future law of any jurisdiction,
            domestic or foreign, relating to bankruptcy, insolvency,
            reorganization or relief of debtors, seeking to have an order for
            relief entered with respect to it, or seeking to adjudicate it a
            bankrupt or insolvent, or seeking reorganization, arrangement,
            adjustment, winding-up, liquidation, dissolution, composition or
            other relief with respect to it or its debts, or (B) seeking
            appointment of a receiver, trustee, custodian or other similar
            official for it or for all or any substantial part of its assets, or
            HoldCo shall make a general assignment for the benefit of its
            creditors; or (ii) there shall be commenced against HoldCo any case,
            proceeding or other action of a nature referred to in clause (i)
            above which (A) results in the entry of an order for relief or any
            such adjudication or appointment, or (B) remains undismissed,
            undischarged or unbonded for a period of 60 days; or (iii) there
            shall be commenced against HoldCo any case, proceeding or other
            action seeking issuance of a warrant of attachment, execution,
            distraint or similar process against all or any substantial part of
            its assets, which results in the entry of any order for any such
            relief which shall not have been vacated, discharged, or stayed on
            bond pending appeal within 60 days from the entry thereof; or (iv)
            HoldCo shall take any corporate action in furtherance of, or
            indicating its consent to, approval of, or acquiescence in, any of
            the acts set forth in clause (i), (ii) or (iii) above; or (v) HoldCo
            shall generally not, or shall be unable to, or shall admit in
            writing its inability to, pay its debts as they become due; or

                  (e) the General Partner (as defined in the Agreement and
            Articles of Limited Partnership of Forstmann Little & Co.
            Subordinated Debt and


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            Equity Management Buyout Partnership-VI dated as of June 20,
            1995, as amended from time to time, relating to MBO-VI (the
            "Partnership Agreement")) shall have taken action with respect to
            the securities of HoldCo which results in the relinquishment of
            "control" (as such term is defined in the Investment Company Act of
            1940, as amended) of HoldCo by the persons or group of persons
            having such control prior thereto;

then, and in any such event, but subject to Sections 13 and 14, (x) upon the
occurrence of any Event of Default described in subclause (i) or (ii) of clause
(d) of this Section 4 or in clause (e) of this Section 4, the unpaid principal
amount of and accrued interest on and all other amounts owing under this
Debenture shall automatically, without any further action of any person or
entity, mature and become due and payable, and (y) upon the occurrence and
during the continuation of any other Event of Default, the Holders of a majority
of the aggregate principal amount of the 7-1/2% Debentures then outstanding may
at any time (unless all Events of Default shall theretofore have been remedied)
at their option, by written notice or notices to HoldCo, declare the 7-1/2%
Debentures to be due and payable, whereupon the unpaid principal amount of and
accrued interest on and all other amounts owing under the 7-1/2% Debentures
shall forthwith mature and become due and payable, all without presentment,
demand, protest or other notice, all of which are hereby expressly waived except
as expressly provided above in this Section 4.

            At any time after this Debenture is declared due and payable, as
provided in clause (y) above, the Holders of a majority of the aggregate
principal amount of the 7-1/2% Debentures then outstanding, by written notice to
HoldCo, may rescind and annul any such declaration in respect of the 7-1/2%
Debentures and its consequences if (x) HoldCo has paid all overdue interest on
the 7-1/2% Debentures, (y) all Events of Default, other than non-payment of
amounts which have become due solely by reason of such declaration, have been
cured or waived by the Holder in accordance with Section 18, and (z) no judgment
or decree has been entered for the payment of any monies due pursuant to this
Debenture; but no such rescission and annulment shall extend to or affect any
subsequent Event of Default or impair any right consequent thereon.

            5.    REMEDIES ON DEFAULT; NO WAIVER; ETC.

            Subject to the provisions of Sections 13 and 14, in case any one or
more Events of Default shall occur and be continuing, the Holder may proceed to
protect and enforce its rights by an action at law, suit in equity or other
appropriate proceeding, whether for the specific performance of any agreement
contained herein, or for an injunction against a violation of any of the terms
hereof, or in aid of the exercise of any power granted hereby or by law or
otherwise. No course of dealing and no failure to exercise or delay in
exercising any right, power or


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remedy by or on the part of any Holder shall operate as a waiver thereof or
otherwise prejudice any Holder's rights, powers or remedies nor shall any single
or partial exercise of any such right, power or remedy preclude any other or
further exercise thereof or the exercise of any other right, power or remedy. No
right, power or remedy conferred by this Debenture upon any Holder shall be
exclusive of any other right, power or remedy referred to herein or now or
hereafter available by law, in equity or otherwise.

            6.    DEBENTURE REGISTER

            HoldCo will keep at its principal office a register in which HoldCo
will provide for the registration of the 7-1/2% Debentures. HoldCo may treat the
person or entity in whose name this Debenture is registered on such register as
the owner hereof for the purpose of receiving payment of the principal hereof
and interest hereon and for all other purposes (subject to the rights of prior
Holders under Section 11), whether or not this Debenture shall be overdue, and
HoldCo shall not be affected by any notice to the contrary. All references in
this Debenture to a "Holder" shall mean the person or entity in whose name any
of the 7-1/2% Debentures are at the time registered on such register (except as
otherwise contemplated with respect to prior Holders under this Section 6 and
Section 11).

            7.    TRANSFER AND EXCHANGE

            Subject to the provisions of Section 17, upon surrender of this
Debenture for registration of transfer or for exchange to HoldCo at its
principal office, HoldCo at its expense (except as provided below) will execute
and deliver in exchange therefor one or more new 7-1/2% Debentures in
denominations of at least $100,000 (except one such 7-1/2% Debenture issued in
connection with each such transfer or exchange may be issued in a lesser
principal amount if the unpaid principal amount of the surrendered 7-1/2%
Debenture is not evenly divisible by, or is less than, $100,000), as requested
by the Holder or transferee, which equal in the aggregate the unpaid principal
amount of this Debenture, registered as such Holder or transferee may request,
dated so that there will be no loss of interest by reason of such surrender, and
otherwise of like tenor and form. HoldCo may require payment by the Holder of a
sum sufficient to cover any stamp tax or governmental charge imposed in respect
of any such transfer or exchange.

            8.    REPLACEMENT

            Upon receipt of evidence reasonably satisfactory to HoldCo of the
ownership of, and the loss, theft, destruction or mutilation of, this Debenture
and, in the case of any such loss, theft or destruction, an indemnity bond in
such reasonable amount as HoldCo may determine (or, if the Holder is any
financial institution or any nominee of the foregoing, of an unsecured indemnity
agreement from such Holder reasonably satisfactory to HoldCo), or, in the case
of any such mutilation, upon the surrender of this Debenture for cancellation to
HoldCo at its principal office, HoldCo at its expense


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(except as provided below) will execute and deliver, in lieu hereof, a new
7-1/2% Debenture of like tenor and form, dated so that there will be no loss of
interest by reason of the loss, theft, destruction or mutilation of this
Debenture. HoldCo may require payment by the Holder of a sum sufficient to cover
any stamp tax or governmental charge imposed in respect of any such replacement.
If any such replacement Debenture has been so executed and delivered by HoldCo,
this Debenture shall not be deemed to be outstanding for any purpose.

            9.    PAYMENTS

            9.1 Place of Payment. Payments of principal and interest becoming
due and payable on the 7-1/2% Debentures shall be made at the principal office
of The Chase Manhattan Bank, N.A. in the Borough of Manhattan, the City and
State of New York, unless HoldCo, by notice to the Holder, shall designate the
principal office of another commercial bank or trust company in such Borough as
such place of payment, in which case the principal office of such other bank or
trust company shall thereafter be such place of payment.

            9.2 Home Office Payment. Notwithstanding anything contained in
Section 9.1 to the contrary, if the Holder of this Debenture is an institutional
holder, HoldCo will pay all sums becoming due hereon at the address specified
for such purpose in a notice from such Holder to HoldCo, or by such other method
or at such other address as such Holder shall have specified by notice from time
to time to HoldCo for such purpose, without the presentation or surrender of
this Debenture or the making of any notation hereon, except that upon repayment
in full hereof, this Debenture shall be surrendered to HoldCo at its principal
office or at the place of payment maintained by HoldCo pursuant to Section 9.1
for cancellation. Prior to any sale or other disposition of this Debenture by
such Holder or its nominee, such Holder will, at its election, either endorse
hereon the amount of principal paid hereon and the last date to which interest
has been paid hereon or surrender this Debenture to HoldCo in exchange for a new
7-1/2% Debenture or Debentures pursuant to Section 7.

            10.   PREPAYMENT

            Subject to the provisions of Sections 13 and 14, HoldCo may from
time to time prepay all or any part of the unpaid principal amount hereunder,
together with accrued interest, at any time after the date hereof without
premium, penalty or other charge.

            11.   PAYMENT OF EXPENSES

            In case of a default in the payment of any principal or of interest
on or other


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amount owing under the 7-1/2% Debentures, HoldCo will pay (a) to the Holder
promptly upon demand from time to time such further amounts as shall be
sufficient to cover the costs and expenses of collection and the enforcement and
preservation of the Holder's rights, powers and remedies hereunder, including,
without limitation, attorneys' fees and expenses, and (b) the costs and expenses
of any trustee appointed pursuant to Section 3.3 of the Partnership Agreement,
including, without limitation, fees and expenses of the attorneys for such
trustee. Except as otherwise provided in Sections 7 and 8, HoldCo shall pay any
and all stamp and other taxes payable or determined to be payable in connection
with the execution and delivery of the 7-1/2% Debentures and agrees to save the
Holder harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes. The rights of
each Holder under this Section 11 shall survive any transfer of this Debenture
to another Holder and any exchange under Section 7 or replacement under Section
8 with respect hereto.

            12.   UNSECURED OBLIGATION

            In order to ensure that the borrowing evidenced hereby is not
"indirectly secured" within the meaning of Regulation G, T, U or X of the Board
of Governors of the Federal Reserve System and the interpretations of such Board
and its staff thereunder, notwithstanding the provisions contained herein,
HoldCo and its subsidiaries shall retain the full right and ability to sell,
pledge or otherwise dispose of "margin stock" and "margin securities" (as such
terms are defined in Regulation G, T, U or X of the Board of Governors of the
Federal Reserve System and the interpretations of such Board and its staff
thereunder); and, to the extent that, pursuant to the terms hereof, such
borrowing is considered to be "indirectly secured," such terms (other than those
terms relating to the obligations to make payments of principal, premium and
interest) shall be deemed modified to the extent necessary to prevent such
borrowing from being considered to be "indirectly secured".

            13.   SUBORDINATION

            By acceptance of this Debenture, the Holder hereby agrees as
follows:

            13.1 Express Subordination. The Subordinated Obligations are
expressly subordinated and junior in right of payment (as defined in subsection
13.2) to all Senior Obligations. Nothing contained herein shall be deemed to
make the Subordinated Obligations subordinate and junior in right of payment to
any obligation of HoldCo other than the Senior Obligations.

            13.2 Subordination Defined. "Subordinate and junior in right of
payment" shall mean that:

                  (a) If and to the extent that any Senior Obligations have been


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            created, then, so long as any such Senior Obligations are
            outstanding and unpaid, at any time prior to December 31, 2006,
            without the express written consent of the Senior Creditors, no
            direct or indirect payment on account of the Subordinated
            Obligations shall be made, nor shall any property or assets of
            HoldCo or any of its subsidiaries be directly or indirectly applied
            to the purchase or other acquisition or retirement of the 7-1/2%
            Debentures, nor shall the Holder take, demand, receive or institute
            legal proceedings to recover, and neither HoldCo nor any of its
            subsidiaries will make, give or permit, directly or indirectly, by
            set-off, redemption, purchase or in any other manner, any payment or
            security for the whole or any part of the Subordinated Obligations,
            nor (except as permitted by subsection 13.3) shall the Holder
            accelerate the scheduled maturities of any amount owing under the
            7-1/2% Debentures (all of the foregoing actions being hereinafter
            referred to as "Restricted Actions"), if at the time of or
            immediately after giving effect to such Restricted Action a Senior
            Default or Senior Event of Default exists or would exist and is or
            would be continuing; provided that this subsection 13.2(a) shall not
            prevent any Restricted Action for a period (a "Postponement Period")
            longer than the period ending on the earliest of (i) the first day
            after the proposed taking of such Restricted Action on which no
            Senior Default or Senior Event of Default is then continuing, (ii)
            120 days after the date such Restricted Action would otherwise have
            been taken if there has been delivered to the Administrative Agent
            by the Holder a notice stating that such Senior Default or Senior
            Event of Default exists, (iii) 120 days after the date such
            Restricted Action would otherwise have been taken if there has been
            delivered to the Administrative Agent by HoldCo a certificate from
            an officer of HoldCo or a letter from HoldCo's certified public
            accountants stating that such Senior Default or Senior Event of
            Default exists, (iv) the date on which the existence of such
            Postponement Period has been waived by the Senior Creditors, and (v)
            December 31, 2006; provided, further, that if any Restricted Action
            shall have been prevented or postponed by reason of any Senior
            Default and the condition or event giving rise to such Senior
            Default gives rise to a Senior Event of Default, no subsequent
            Restricted Action may be prevented or postponed by reason of the
            occurrence of such Senior Event of Default, and provided, further,
            that if any Restricted Action shall have been prevented or postponed
            by reason of any Senior Default or Senior Event of Default, and
            after the occurrence of such Senior Default or Senior Event of
            Default and during the Postponement Period in respect thereof
            another Senior Default or Senior Event of Default shall have
            occurred, no such Restricted Action shall be prevented or postponed
            for any additional period by reason of such other Senior Default or
            Senior Event of Default (provided that, upon the


                                      -12-
<PAGE>

            occurrence of such additional Senior Default or Senior Event of
            Default, such first Postponement Period shall not be deemed to have
            ended upon the occurrence of any of the events specified in clause
            (i) through (iv) above).

                  (b) (i) So long as any Senior Obligations are outstanding and
            unpaid, in the event of any distribution, division or application,
            partial or complete, voluntary or involuntary, by operation of law
            or otherwise, of all or any substantial part of the property, assets
            or business of HoldCo or the Borrower, or the proceeds thereof, to
            any creditor or creditors of HoldCo or the Borrower other than in
            the ordinary course of business or as permitted in the Senior Credit
            Agreements then in effect, or (ii) upon any indebtedness of HoldCo
            or the Borrower becoming due and payable (or a proof of claim in
            respect thereof being filed in any applicable proceeding) by reason
            of any liquidation, dissolution or other winding up of HoldCo or the
            Borrower or its business or upon the occurrence of any sale,
            receivership, insolvency, reorganization or bankruptcy proceedings,
            assignment for the benefit of creditors, arrangement or any
            proceeding by or against HoldCo or the Borrower for any relief under
            any bankruptcy, reorganization or insolvency law or laws, Federal or
            state, or any law, Federal or state, relating to the relief of
            debtors, readjustment of indebtedness, reorganization, composition,
            or extension, or (iii) if all amounts owing under the Senior Loans,
            or the Borrower's obligations with respect to the Letters of Credit
            and the L/C Applications or owing under guarantees made by HoldCo in
            respect thereof have become, or have been declared to be, due and
            payable (and have not been paid in accordance with their terms),
            then and in any such event, any payment or distribution of any kind
            or character, whether in cash, property or securities (other than
            any securities of HoldCo which are received by the Holder in any
            proceeding of the type referred to in clause (i) or (ii) above and
            which are subordinated to (A) the Senior Obligations and (B) any
            securities of HoldCo distributed to the holders of Senior
            Obligations, in a manner not less favorable to the Senior Creditors
            than the subordination of the Subordinated Obligations provided for
            in Sections 13 and 14 ("Subordinated Securities")), which, but for
            the subordination provisions contained herein, would otherwise be
            payable or deliverable to the Holder upon or in respect of the
            Subordinated Obligations, shall instead be paid over or delivered to
            the Senior Creditors which have Senior Obligations which are then
            due and payable (or in respect of which a proof of claim has been
            filed in any applicable proceeding) and promptly be applied (subject
            to applicable law) as a payment or prepayment on account of the
            Senior Obligations (or, in the case of non-cash property and cash
            received in respect of obligations under outstanding Letters of
            Credit which may be drawn upon, held as collateral


                                      -13-
<PAGE>

            to secure payment of the Senior Obligations) which are then due and
            payable pro rata in accordance with the amounts thereof then due and
            payable (or in respect of which a proof of claim has been filed in
            any applicable proceeding), and the Holder shall not receive any
            such payment or distribution or any benefit therefrom unless and
            until the Senior Obligations which are then due and payable (or in
            respect of which a proof of claim has been filed in any applicable
            proceeding) shall have been fully paid and satisfied in cash.

            13.3 Bankruptcy Petition.
            Notwithstanding anything to the contrary contained herein, so long
as the Senior Obligations are outstanding and unpaid, the Holder may declare the
unpaid principal amount of, and accrued interest on, the Subordinated
Obligations to be immediately due and payable and may file or join in the filing
of a bankruptcy petition against HoldCo or take any action to commence a
bankruptcy proceeding against HoldCo only upon the occurrence and during the
continuance of any of the following events:

                  (a) the Senior Loans or the guarantees made by HoldCo in
            respect thereof shall have been declared to be, or shall have
            become, due and payable prior to the stated maturity thereof in
            accordance with the provisions of Section 9 of the Tender Credit
            Agreement or Section 14 of the Merger Credit Agreement; or

                  (b) HoldCo shall have failed to make any payment of principal
            of, or accrued interest on, the 7-1/2% Debentures, which payment is
            then due and payable, within five days after the later of the end of
            the applicable Postponement Period and 120 days after the date on
            which such payment is due and payable; or

                  (c) after the earlier of the date on which all of the Senior
            Obligations have been paid in full in accordance with the Senior
            Credit Agreements and December 31, 2006, an Event of Default shall
            have occurred and then be continuing under the 7-1/2% Debentures.

If the 7-1/2% Debentures shall have been declared to be due and payable in
accordance with the provisions of this subsection 13.3 (under circumstances when
the provisions of subsection 13.2(b) are not applicable), any payment or
distribution of any kind or character, whether in cash, property or securities,
which are received by the Holder in respect of or after such acceleration or any
legal proceedings brought in connection therewith shall forthwith be paid over
or delivered to the Senior Creditors which have Senior Obligations which are
then due and payable (or in respect of which a proof of claim has been filed in
any applicable proceeding) and promptly be applied (subject to


                                      -14-
<PAGE>

applicable law) as a payment or prepayment on account of the Senior Obligations
(or, in the case of non-cash property and cash received in respect of
obligations under outstanding Letters of Credit which may be drawn upon, held as
collateral to secure payment of the Senior Obligations) which are then due and
payable (or in respect of which a proof of claim has been filed in any
applicable proceeding) pro rata in accordance with the amounts thereof then due
and payable, and the Holder shall not retain any such payment or distribution or
any benefit therefrom unless and until the Senior Obligations which are then due
and payable (or in respect of which a proof of claim has been filed in any
applicable proceeding) shall have been fully paid and satisfied.

            14.   LIMITED POWER OF ATTORNEY; TRUST; SUBROGATION

            By acceptance of this Debenture, the Holder hereby agrees as
follows:

            14.1 Limited Power of Attorney. The Holder irrevocably authorizes
and empowers the Senior Creditors under the circumstances set forth in clause
(i) or (ii) of subsection 13.2(b), to demand, sue for, collect and receive every
such payment or distribution referred to in such subsection and give acquittance
thereof, and take such other proceedings, in the name of the Senior Creditors or
in the name of the Holders or otherwise, as the Senior Creditors may deem
reasonably necessary or advisable for the enforcement of the subordination
provisions contained in Section 13. The Holder shall, under the circumstances
set forth in clause (i) or (ii) of subsection 13.2(b), duly and promptly take
such action as may be reasonably requested at any time and from time to time by
the Senior Creditors to file appropriate proofs of claim in respect of the
Subordinated Obligations, and to execute and deliver such powers of attorney,
assignments or other instruments as may be reasonably requested by the Senior
Creditors in order to enable the Senior Creditors to enforce any and all claims
upon or in respect of the Subordinated Obligations and to collect and receive
any and all payments or distributions which may be payable or deliverable at any
time upon or in respect of the Subordinated Obligations. Any such amounts
received by the Senior Creditors shall be applied (subject to applicable law) to
the payment of the Senior Obligations then payable (or in respect of which
proofs of claim have been filed in any applicable proceeding) in accordance with
the terms of the Senior Credit Agreements.

            14.2 Monies Held in Trust. Should any payment or distribution or
security, or the proceeds of any thereof, be collected or received by the Holder
in respect of the Subordinated Obligations (other than Subordinated Securities)
and such collection or receipt is at the time prohibited by Section 13, the
Holder will forthwith turn over the same to the Senior Creditors, in the form
received (except for the endorsement or the assignment of the Holder when
necessary) and, until so turned over, the same shall be held in trust by the
Holder as the property of the Senior Creditors. Any such amounts received by the
Senior

                                      -15-
<PAGE>

Creditors shall be applied (subject to applicable law) to the payment of
the Senior Obligations then payable (or in respect of which proofs of claim have
been filed in any applicable proceeding) in accordance with the terms of the
Senior Credit Agreements.

            14.3 Subrogation.
            Following payment in full in cash of the Senior Obligations, the
Holder shall be subrogated to the rights of the Senior Creditors to receive
payments or distributions of cash, property or securities made on the Senior
Obligations until the Subordinated Obligations shall be paid in full; and, for
the purpose of such subrogation, payments or distributions to the Senior
Creditors of any cash, property or securities to which the Holder would be
entitled except for the provisions of Section 13 shall, as between HoldCo and
its creditors (other than the Senior Creditors and the Holders), be deemed to be
a payment by HoldCo to or on account of Subordinated Obligations, it being
understood that the provisions hereof are and are intended solely for the
purpose of defining the relative rights of the Holders of the 7-1/2% Debentures,
on the one hand, and the Senior Creditors, on the other hand. The purpose of
this subsection 14.3 is to grant to the Holders the same rights against HoldCo
with respect to the aggregate amount of such payments or distributions as the
Senior Creditors would have against HoldCo if such aggregate amount were
considered overdue Senior Obligations.

            15.   WAIVER BY SENIOR CREDITORS, ETC.

            By acceptance of this Debenture the Holder hereby consents that,
without the necessity of any reservation of rights against the Holder, and
without notice to or further assent by the Holder, (a) any demand for payment of
any Senior Obligation made by any Senior Creditor may be rescinded in whole or
in part by such Senior Creditor (whereupon HoldCo shall give prompt notice
thereof to the Holders) and any Senior Obligation may be continued, and the
Senior Obligations, or the liability of HoldCo, the Borrower or any other party
upon or for any part thereof, or any collateral security or guaranty therefor or
right or offset with respect thereto, or any obligation or liability of HoldCo,
the Borrower or any other party under the Senior Credit Agreements and any
collateral security documents or guarantees or documents in connection therewith
may, from time to time, in whole or in part, be renewed, extended, modified,
accelerated, compromised, waived, surrendered, or released by the Senior
Creditors, and (b) the Senior Credit Agreements, the Senior Loans, the Letters
of Credit, the L/C Applications and any guarantees made by HoldCo or any other
person in respect thereof and any document or instrument evidencing or governing
the terms of any other Senior Obligations or any collateral security documents
or guarantees or documents in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Senior Creditors with
respect to such Senior Obligations may deem advisable from time to time, and any
collateral security or guarantee at any time held by any of the Senior Creditors
for the payment of any of the Senior Obligations may be sold,


                                      -16-
<PAGE>

exchanged, waived, surrendered or released, in each case all without notice to
or further assent by the Holders who will remain bound by the terms hereof, and
all without impairing, abridging, releasing or affecting the subordination
provided for herein, notwithstanding any such renewal, extension, modification,
acceleration, compromise, amendment, supplement, termination, sale, exchange,
waiver, surrender or release; provided that so long as any Senior Obligations
are outstanding and unpaid the Administrative Agent, the Co-Agents and the
Lenders will not amend the Senior Credit Agreements to increase the interest
rates applicable to the Loans (as defined on the Senior Credit Agreements) or to
increase commissions or other fees payable with respect to the Letters of Credit
or to increase the maximum principal amount of the Senior Loans which may be
outstanding at any one time or the maximum amount of reimbursement obligations
in respect of Letters of Credit that may be outstanding at any one time, in each
case as set forth in the Merger Credit Agreement, without the written consent of
the Holders of a majority of the aggregate principal amount of the 7-1/2%
Debentures then outstanding, provided that without the consent of any Holder,
but in accordance with Section 16, the maximum principal amount of the Senior
Loans which may be outstanding at any one time and the maximum amount of
reimbursement obligations in respect of Letters of Credit that may be
outstanding at any one time may be increased up to $100,000,000 in the
aggregate, together with accrued interest thereon and commissions with respect
thereto. By acceptance of this Debenture the Holder waives any and all notice of
the creation, renewal, extension or accrual of any of the Senior Obligations and
notice of or proof of reliance by any Senior Creditor upon the terms and
provisions hereof, and the Senior Obligations, and any of them, shall
conclusively be deemed to have been created, contracted or incurred in reliance
upon the terms and provisions hereof, and all dealings between HoldCo and the
Senior Creditors shall be deemed to have been consummated in reliance upon the
terms and provisions hereof. By acceptance of this Debenture the Holder
acknowledges and agrees that the Lenders have relied upon the subordination
provided for herein in entering into the Senior Credit Agreements and in making
funds available to the Borrower thereunder, and that other Senior Creditors will
rely upon the subordination provided for herein in extending credit to, or
accepting the obligations or liabilities of, the Borrower and its subsidiaries.
By acceptance of this Debenture the Holder waives notice of or proof of reliance
on this Debenture and protest, demand for payment and notice of default by the
Senior Creditors.

            16.   INCREASE IN AMOUNT OF SENIOR OBLIGATIONS

            At any time and from time to time HoldCo may designate any of the
Borrower's indebtedness, obligations and/or liabilities and guarantees made by
HoldCo in respect thereof as Senior Obligations, in accordance with clause (c)
of the definition of Senior Obligations, by delivering to each Holder of the
7-1/2% Debentures a Notice of Designation which shall have attached to it a list
of all outstanding Senior Obligations which HoldCo has heretofore, and which
remain, designated as Senior Obligations


                                      -17-
<PAGE>

pursuant to this Section 16 (which attached list may not be relied upon by the
Holder for purposes of preventing any Senior Obligations from being considered
as such if no notice pursuant to the next sentence has been sent by such Holder
prior to the end of the eleven day period referred to in such sentence, but
shall be deemed to have been relied upon by such Holder for purposes of
determining damages payable by HoldCo suffered or incurred by such Holder as a
result of such list not being true and correct). Each such Notice of Designation
shall be effective with respect to the indebtedness, obligations and/or
liabilities described therein on the 11th day following actual receipt thereof
by the Holder unless prior to such 11th day, the Holder has given notice to the
proposed Senior Creditor (at its address specified in such Notice of
Designation) and HoldCo that the principal amount of the indebtedness,
obligations and/or liabilities described in such Notice of Designation together
with the aggregate principal amount of indebtedness, obligations and liabilities
previously designated as Senior Obligations under this Section 16, after taking
into account all notices theretofore received by the Holder terminating or
reducing the amount of indebtedness, obligations and liabilities theretofore
included in the Senior Obligations, exceeds $100,000,000 in the aggregate. By
acceptance of this Debenture the Holder hereby agrees that it shall not give,
and shall be responsible for all direct and consequential damages resulting
from, any such notice which such Holder knows is not true and correct. Upon the
effectiveness of a Notice of Designation, the indebtedness, obligations and/or
liabilities specified therein shall automatically become Senior Obligations and
the holder or holders thereof or obligee or obligees with respect thereto shall
automatically become Senior Creditors, in each case for all purposes of this
Debenture, whether or not the Holder shall have acknowledged receipt of the
Notice of Designation. Senior Obligations shall cease to be such, or the
principal amount thereof designated as such shall be reduced, only (i) upon
actual receipt by the Holders of a notice from the holder or holders of such
Senior Obligations or obligee or obligees with respect thereto terminating the
designation of such indebtedness, obligations and/or liabilities as Senior
Obligations or reducing the amount of such indebtedness, obligations and/or
liabilities so designated, or (ii) when the Senior Obligations have in fact been
paid in full or reduced and the Holders shall have received notice from HoldCo
of such fact together with evidence satisfactory to it that the Senior
Obligations have been so paid or reduced. At the request of HoldCo, the Holder
will confirm in writing to any Senior Creditor that the indebtedness,
obligations and/or liabilities held by such Senior Creditor and designated to be
Senior Obligations are Senior Obligations. However, the failure or refusal of
any Holder to issue any such confirmation shall not affect the status as Senior
Obligations of any indebtedness, obligations and/or liabilities properly
designated by HoldCo to be Senior Obligations in accordance with the provisions
of this Debenture.

            17.   RESTRICTIONS ON TRANSFER; RIGHT OF FIRST REFUSAL

            By acceptance of this Debenture, the Holder hereby agrees as
follows:


                                      -18-
<PAGE>

            17.1 Restrictions on Transfer. The Holder shall not, directly or
indirectly, sell, assign, exchange, dispose of or otherwise transfer the 7-1/2%
Debentures (any one or more of such acts being a "Transfer") unless:

                  (a) such Transfer is of the whole, and not merely a part, of
            the Holder's direct or beneficial interest in the 7-1/2% Debentures
            and is for cash consideration only; and

                  (b) such Transfer is made pursuant to an effective
            registration statement under the Securities Act of 1933, as amended,
            or the Holder delivers to HoldCo an opinion of counsel of recognized
            standing in securities law (including in-house or special counsel),
            which opinion and counsel shall be reasonably satisfactory to
            HoldCo, retained at the Holder's expense, to the effect that the
            proposed Transfer is exempt from registration under applicable
            Federal and state securities laws; and

                  (c) such Transfer does not otherwise violate any law, statute,
            rule, regulation, order or decree of the United States of America or
            any state thereof or any governmental authority of any of the
            foregoing; and

                  (d) such Transfer is to a third-party transferee (the
            "Transferee") which Transferee does not, directly or indirectly,
            beneficially own, either alone or together with its Affiliates,
            immediately prior to such Transfer in excess of 5% of the aggregate
            principal amount of the 7-1/2% Debentures then outstanding; and

                  (e) such Transfer is made in a cash transaction but only after
            the Holder complies with the provisions of subsection 17.2.

            17.2  Right of First Refusal.

                  (a) If, at any time, the Holder proposes to Transfer for cash
            its entire interest in the 7-1/2% Debentures, the Holder shall give
            a written notice (a "Transfer Notice") to HoldCo (i) specifying (w)
            that the proposed Transfer will be in compliance with all of the
            provisions of Section 17.1, (x) the identity of the proposed
            third-party transferee (the "Transferee") who has made a bona fide
            offer to purchase the Holder's entire interest in the 7-1/2%
            Debentures, (y) the proposed cash consideration to be received by
            the Holder for such interest (the "Transfer Price"), and (z) any
            other terms and conditions of the proposed Transfer, and (ii)
            offering to sell the Holder's entire interest in the 7-1/2%
            Debentures at the Transfer Price to HoldCo. The Transfer Notice
            shall constitute an irrevocable offer by the Holder to
                                      -19-
<PAGE>

            sell the Holder's entire interest in the 7-1/2% Debentures to HoldCo
            upon the terms contained in the Transfer Notice.

                  (b) HoldCo shall have the right, exercisable for 15 Business
            Days following the date of such receipt of the Transfer Notice, to
            purchase for cash the Holder's entire interest in the 7-1/2%
            Debentures at the Transfer Price by delivering a written notice (the
            "Purchase Notice") to the Holder of its election within such 15
            Business Day period. If HoldCo elects to so purchase the Holder's
            interest, the Holder shall execute such documents and instruments
            reasonably required by HoldCo to consummate the contemplated
            transaction. The closing of such purchase shall take place as soon
            as practicable after the date of the Purchase Notice, but in any
            case within 15 Business Days following HoldCo's initial receipt of
            the Transfer Notice. At such closing, the Holder shall, and hereby
            covenants to, Transfer its entire interest in the 7-1/2% Debentures
            to HoldCo free and clear of any and all liens, mortgages, pledges,
            security interests or other encumbrances against receipt of payment
            thereof.

                  (c) If HoldCo does not deliver a Purchase Notice within 15
            Business Days following its receipt of a Transfer Notice, then the
            Holder (i) shall be under no obligation to sell any portion of its
            interest in the 7-1/2% Debentures to HoldCo, and (ii) may, within
            the period commencing on the 16th Business Day and ending on the
            30th Business Day following HoldCo's receipt of the Transfer Notice,
            Transfer its entire (but not less than its entire) interest in the
            7-1/2% Debentures to the Transferee specified in the Transfer Notice
            at the Transfer Price and on the terms and conditions set forth in
            the Transfer Notice. If, upon the expiration of the 30th Business
            Day following receipt by HoldCo of the Transfer Notice, such
            Transfer shall not have occurred, then the provisions of this
            Section 17.2 shall apply again and the Holder shall comply with the
            terms hereof in connection with any subsequent proposed Transfer.

            17.3 Transfer Otherwise Void. Any purported Transfer of the Holder's
interest in the 7-1/2% Debentures made other than in accordance with this
Section 17 shall be void and HoldCo shall not be required to recognize any
equitable or other claims to such interest on the part of any purported
transferee. Notwithstanding anything to the contrary herein, the provisions of
this Section 17 shall not apply to Transfers by MBO-VI acting in a manner
contemplated by Section 3.2 (a) (i) of the Partnership Agreement.

            18.   NOTICES, ETC.


                                      -20-
<PAGE>

            All notices, waivers and other communications provided for hereunder
shall be in writing (including telex, telecopier and other readable
communication) and mailed, telexed, telecopied or otherwise transmitted or
delivered, if to HoldCo, c/o Forstmann Little & Co., 767 Fifth Avenue, New York,
New York 10153, Attention: Mr. Thomas H. Lister, with a copy to Fried, Frank,
Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004,
Attention: F. William Reindel, Esq., and if to the Holder at its address
specified on the register referred to in Section 6, or, in each case, to such
other addresses as shall be specified by like notice. All such notices, waivers
and communications shall, if mailed, telexed, telecopied or otherwise
transmitted, be effective when deposited in the mails or telexed, telecopied or
otherwise transmitted.

            19.   GOVERNING LAW

            THIS DEBENTURE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REGARD TO THE
PRINCIPLES OF CONFLICT OF LAWS).

            20.   MISCELLANEOUS

            The provisions of this Debenture shall inure to the benefit of and
shall be binding upon HoldCo and the Holder of this Debenture and all future
Holders, and their respective heirs, legal representatives, successors and
assigns.

Dated:  July 10, 1996

                                       FLCH HOLDINGS CORP.

                                       By:
                                          Thomas H. Lister
                                          Vice President


                                      -21-
<PAGE>

                                                                        ANNEX 1

                                     FORM OF
                             "NOTICE OF DESIGNATION"

                                                      [Date]
TO:   THE HOLDER OF FLCH HOLDINGS CORP.
      7-1/2% SERIES A DEBENTURES DUE JUNE 30, 2007

Ladies and Gentlemen:

            Reference is made to the 7-1/2% Series A Debentures due June 30,
2007 (the "Debentures") of FLCH HoldCo Corp., a Delaware corporation. Unless
otherwise defined herein, terms defined in the Debentures are used herein with
their defined meanings.

            Pursuant to the provisions of the Debentures, HoldCo hereby
designates the following as Senior Obligations:

            1. Name of holder, lender or other obligee to be designated a Senior
Creditor:

            2. Description of indebtedness, obligations or liabilities to be
designated as Senior Obligations (including maximum principal amount and, if the
Senior Obligation is revolving in nature, a statement to such effect):

            3. Address for notices (include telex and telecopy number if
available):

            Please acknowledge receipt of this notice by signing the enclosed
counterpart hereof in the space provided below and returning it to the
undersigned.

                                       FLCH HOLDINGS CORP.

                                       By:
                                          Name:
                                          Title:

We hereby acknowledge receipt of
this notice on              ,
               -------------  ----

[NAME OF HOLDER]

By:
       Authorized Signatory

                                  - 6 -                         336794_1