<PAGE>

                                                                     Exhibit 4.2
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                           CONSTELLATION BRANDS, INC.,

                                    as Issuer
                                       ------

                                 ALLBERRY, INC.
                               BARTON BEERS, LTD.
                               BARTON BRANDS, LTD.
                        BARTON BRANDS OF CALIFORNIA, INC.
                         BARTON BRANDS OF GEORGIA, INC.
                               BARTON CANADA, LTD.
                         BARTON DISTILLERS IMPORT CORP.
                          BARTON FINANCIAL CORPORATION
                               BARTON INCORPORATED
                           BATAVIA WINE CELLARS, INC.
                                CANANDAIGUA B.V.
                           CANANDAIGUA EUROPE LIMITED
                               CANANDAIGUA LIMITED
                         CANANDAIGUA WINE COMPANY, INC.
                             CLOUD PEAK CORPORATION
                           FRANCISCAN VINEYARDS, INC.
                                M.J. LEWIS CORP.
                             MT. VEEDER CORPORATION
                             MONARCH IMPORT COMPANY
                               POLYPHENOLICS, INC.
                             RAVENSWOOD WINERY, INC.
                              ROBERTS TRADING CORP.
                           STEVENS POINT BEVERAGE CO.,

                                  as Guarantors
                                     ----------

                                       and

                           BNY MIDWEST TRUST COMPANY,

                                   as Trustee
                                      -------

                              _____________________

                          Supplemental Indenture No. 7

                          Dated as of January 23, 2002

                              _____________________


                    8 1/8% Senior Subordinated Notes due 2012

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<PAGE>

                                TABLE OF CONTENTS
                                -----------------
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                                                                            Page
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<S>                                                                         <C>
                                   ARTICLE ONE

                       RELATION TO INDENTURE; DEFINITIONS

SECTION 1.1.    Relation to Indenture.......................................  2
SECTION 1.2.    Definitions.................................................  2

                                   ARTICLE TWO

                          THE SERIES OF DEBT SECURITIES

SECTION 2.1.    Title of the Debt Securities................................  20
SECTION 2.2.    Limitation on Aggregate Principal Amount...................   21
SECTION 2.3.    Interest and Interest Rates; Maturity Date of Notes.........  21
SECTION 2.4.    Optional Redemption.........................................  21
SECTION 2.5.    Sinking Fund................................................  22
SECTION 2.6.    Method of Payment...........................................  22
SECTION 2.7.    Currency....................................................  22
SECTION 2.8.    Registered Securities; Global Form..........................  23
SECTION 2.9.    Form of Notes...............................................  23

                                  ARTICLE THREE

                                    COVENANTS

SECTION 3.1.    Payment of Taxes and Other Claims...........................  23
SECTION 3.2.    Maintenance of Properties...................................  24
SECTION 3.3.    Insurance...................................................  24
SECTION 3.4.    Limitation on Indebtedness..................................  24
SECTION 3.5.    Limitation on Restricted Payments...........................  27
SECTION 3.6.    Limitation on Transactions with Affiliates..................  31
SECTION 3.7.    Limitation on Senior Subordinated Indebtedness..............  32
SECTION 3.8.    Limitation on Liens.........................................  32
SECTION 3.9.    Limitation on Sale of Assets................................  34
SECTION 3.10.   Limitation on Guarantees by Restricted Subsidiaries.........  39
SECTION 3.11.   Purchase of Notes upon a Change of Control..................  40
SECTION 3.12.   Limitation on Restricted Subsidiary Capital Stock...........  44
</TABLE>

                                       -i-

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 3.13.   Limitation on Dividends and Other Payment Restrictions
                  Affecting Restricted Subsidiaries.........................  45
SECTION 3.14.   Designation of Unrestricted Subsidiaries....................  46
SECTION 3.15.   Provision of Financial Statements...........................  47
SECTION 3.16.   Statement by Officers as to Default.........................  48
SECTION 3.17.   Waiver of Certain Covenants.................................  48

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE

SECTION 4.1.    Satisfaction and Discharge of Indenture.....................  49
SECTION 4.2.    Application of Trust Money..................................  50
SECTION 4.3.    Termination of Company's Obligations........................  51
SECTION 4.4.    Application of Trust Money..................................  52
SECTION 4.5.    Repayment to Company........................................  53
SECTION 4.6.    Reinstatement...............................................  53

                                  ARTICLE FIVE

                                    REMEDIES

SECTION 5.1.    Events of Default...........................................  54
SECTION 5.2.    Acceleration of Maturity; Rescission and Annulment..........  56

                                   ARTICLE SIX

                             CONSOLIDATION, MERGER,
                          CONVEYANCE, TRANSFER OR LEASE

SECTION 6.1.    Company or Any Guarantor May Consolidate, etc., Only on
                  Certain Terms.............................................  58
SECTION 6.2.    Successor Substituted.......................................  60

                                  ARTICLE SEVEN

                             SUBORDINATION OF NOTES

SECTION 7.1.    Notes Subordinated to Senior Indebtedness...................  61
SECTION 7.2.    No Payment on Notes in Certain Circumstances................  61
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 7.3.    Payment Over of Proceeds upon Dissolution, etc..............  63
SECTION 7.4.    Subrogation.................................................  64
SECTION 7.5.    Obligations of Company Unconditional........................  65
SECTION 7.6.    Notice to Trustee...........................................  65
SECTION 7.7.    Reliance on Judicial Order or Certificate of Liquidating
                  Agent.....................................................  66
SECTION 7.8.    Trustee's Relation to Senior Indebtedness...................  67
SECTION 7.9.    Subordination Rights Not Impaired by Acts or Omissions of
                  the Company or Holders of Senior Indebtedness.............  67
SECTION 7.10.   Holders Authorize Trustee To Effectuate Subordination of
                  Notes.....................................................  68
SECTION 7.11.   This Article Not To Prevent Events of Default...............  68
SECTION 7.12.   Trustee's Compensation Not Prejudiced.......................  68
SECTION 7.13.   No Waiver of Subordination Provisions.......................  68
SECTION 7.14.   Subordination Provisions Not Applicable to Money Held in
                  Trust for Holders; Payments May Be Paid Prior to
                  Dissolution...............................................  69
SECTION 7.15.   Acceleration of Notes.......................................  69

                                  ARTICLE EIGHT

                           SUBORDINATION OF GUARANTEE

SECTION 8.1.    Guarantee Obligations Subordinated to Guarantor Senior
                  Indebtedness..............................................  69
SECTION 8.2.    No Payment on Guarantees in Certain Circumstances...........  70
SECTION 8.3.    Payment Over of Proceeds upon Dissolution, etc..............  71
SECTION 8.4.    Subrogation.................................................  73
SECTION 8.5.    Obligations of Guarantors Unconditional.....................  74
SECTION 8.6.    Notice to Trustee...........................................  74
SECTION 8.7.    Reliance on Judicial Order or Certificate of Liquidating
                  Agent.....................................................  75
SECTION 8.8.    Trustee's Relation to Guarantor Senior Indebtedness.........  76
SECTION 8.9.    Subordination Rights Not Impaired by Acts or Omissions of
                  the Guarantors or Holders of Guarantor Senior
                  Indebtedness..............................................  76
SECTION 8.10.   Holders Authorize Trustee To Effectuate Subordination of
                  Guarantee.................................................  76
SECTION 8.11.   This Article Not To Prevent Events of Default...............  77
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                           <C>
SECTION 8.12.   Trustee's Compensation Not Prejudiced.......................  77
SECTION 8.13.   No Waiver of Guarantee Subordination Provisions.............  77
SECTION 8.14.   Payments May Be Paid Prior to Dissolution...................  78

                                  ARTICLE NINE

                            MISCELLANEOUS PROVISIONS

SECTION 9.1.    Ratification of Indenture...................................  78
SECTION 9.2.    Governing Law...............................................  78
SECTION 9.3.    Counterparts................................................  78

                                   ARTICLE TEN

                                   GUARANTEES

SECTION 10.1.   Guarantors' Guarantee.......................................  79
SECTION 10.2.   Continuing Guarantee; No Right of Set-Off; Independent
                  Obligation................................................  79
SECTION 10.3.   Guarantee Absolute..........................................  80
SECTION 10.4.   Right To Demand Full Performance............................  83
SECTION 10.5.   Waivers.....................................................  83
SECTION 10.6.   The Guarantors Remain Obligated in Event the Company Is
                  No Longer Obligated to Discharge Indenture Obligations....  84
SECTION 10.7.   Fraudulent Conveyance; Subrogation..........................  84
SECTION 10.8.   Guarantee Is in Addition to Other Security..................  85
SECTION 10.9.   Release of Security Interests...............................  85
SECTION 10.10.  No Bar to Further Actions...................................  85
SECTION 10.11.  Failure To Exercise Rights Shall Not Operate as a Waiver;
                  No Suspension of Remedies.................................  85
SECTION 10.12.  Trustee's Duties; Notice to Trustee.........................  86
SECTION 10.13.  Successors and Assigns......................................  86
SECTION 10.14.  Release of Guarantee........................................  86
SECTION 10.15.  Execution of Guarantee......................................  87

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES
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<TABLE>
<S>                                                                           <C>
SECTION 11.1.   Supplemental Indentures and Agreements Without Consent
                  of Holders................................................  87
SECTION 11.2.   Supplemental Indentures and Agreements with Consent
                  of Holders................................................  89
SECTION 11.3.   Effect on Senior Indebtedness...............................  90


Exhibit A       Form of Note
Exhibit B       Form of Intercompany Note
Exhibit C       Form of Guarantee
</TABLE>

                                       -v-

<PAGE>

          SUPPLEMENTAL INDENTURE NO. 7, dated as of January 23, 2002 (the
"Supplemental Indenture"), between CONSTELLATION BRANDS, INC., a corporation
duly organized and existing under the laws of the State of Delaware (herein
called the "Company"), the guarantors named herein and from time to time parties
hereto, and BNY MIDWEST TRUST COMPANY, an Illinois banking corporation, as
Trustee (herein called the "Trustee").

                             RECITALS OF THE COMPANY

          WHEREAS, the Company has heretofore delivered to the Trustee an
Indenture dated as of February 25, 1999 (the "Initial Indenture"), a form of
which has been filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, as an exhibit to the Company's Registration
Statement on Form S-3 (Registration No. 333-67037), as supplemented by
Supplemental Indenture No. 3 dated as of August 6, 1999 (the "Third Supplemental
Indenture") and Supplemental Indenture No. 6 dated as of August 21, 2001 (the
"Sixth Supplemental Indenture" and, together with the Initial Indenture and the
Third Supplemental Indenture, the "Indenture"), providing for the issuance from
time to time of Debt Securities of the Company.

          WHEREAS, Sections 2.1 and 2.2 of the Indenture provide for various
matters with respect to any series of Debt Securities issued under the Indenture
to be established in an indenture supplemental to the Indenture.

          WHEREAS, Section 12.1 of the Indenture provides for the Company and
the Trustee to enter into an indenture supplemental to the Indenture to
establish the form or terms of Debt Securities of any series as provided by
Sections 2.1 and 2.2 of the Indenture.

          WHEREAS, all the conditions and requirements necessary to make this
Supplemental Indenture, when duly executed and delivered, a valid and binding
agreement in accordance with its terms and for the purposes herein expressed,
have been performed and fulfilled.

          NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:

          For and in consideration of the premises and the purchase of the
series of Debt Securities provided for herein by the Holders thereof, it is
mutually covenanted and agreed, for the equal and proportionate benefit of all
Holders of the Notes, as follows:

<PAGE>

                                   ARTICLE ONE

                       RELATION TO INDENTURE; DEFINITIONS
                       ----------------------------------

          SECTION 1.1. Relation to Indenture.
                       ---------------------

          This Supplemental Indenture constitutes an integral part of the
Indenture.

          SECTION 1.2. Definitions.
                       -----------

          For all purposes of this Supplemental Indenture, except as otherwise
expressly provided for or unless the context otherwise requires:

          (1) Capitalized terms used but not defined herein shall have the
     respective meanings assigned to them in the Indenture;

          (2) All references herein to Articles and Sections, unless otherwise
     specified, refer to the corresponding Articles and Sections of this
     Supplemental Indenture; and

          (3) To the extent terms defined herein differ from the Indenture the
     terms defined herein will govern.

          "Acquired Indebtedness" means Indebtedness of a Person (i) existing at
the time such Person becomes a Restricted Subsidiary or (ii) assumed in
connection with the acquisition of assets from such Person, in each case, other
than Indebtedness incurred in connection with, or in contemplation of, such
Person becoming a Restricted Subsidiary or such acquisition. Acquired
Indebtedness shall be deemed to be incurred on the date of the related
acquisition of assets from any Person or the date the acquired Person becomes a
Restricted Subsidiary.

          "Affiliate" means, with respect to any specified Person: (i) any other
Person directly or indirectly controlling or controlled by or under direct or
indirect common control with such specified Person; (ii) any other Person that
owns, directly or indirectly, 5% or more of such Person's Capital Stock or any
officer or director of any such Person or other Person or, with respect to any
natural Person, any person having a relationship with such Person by blood,
marriage or adoption not more remote than first cousin; or (iii) any other
Person 10%

                                      -2-

<PAGE>

or more of the voting Capital Stock of which is beneficially owned or held
directly or indirectly by such specified Person. For the purposes of this
definition, "control" when used with respect to any specified Person means the
power to direct the management and policies of such Person directly or
indirectly, whether through ownership of voting securities, by contract or
otherwise; and the terms "controlling" and "controlled" have meanings
correlative to the foregoing.

          "Asset Sale" means any sale, issuance, conveyance, transfer, lease or
other disposition (including, without limitation, by way of merger,
consolidation or Sale and Leaseback Transaction) (collectively, a "transfer"),
directly or indirectly, in one or a series of related transactions of: (i) any
Capital Stock of any Restricted Subsidiary; (ii) all or substantially all of the
properties and assets of any division or line of business of the Company or its
Restricted Subsidiaries; or (iii) any other properties or assets of the Company
or any Restricted Subsidiary, other than in the ordinary course of business. For
the purposes of this definition, the term "Asset Sale" shall not include (x) any
transfer of properties and assets (A) that is governed by Section 6.1(a) or (B)
that is of the Company to any Restricted Subsidiary, or of any Subsidiary to the
Company or any Subsidiary in accordance with the terms of this Supplemental
Indenture and the Indenture or (y) transfers of properties and assets in any
given fiscal year with an aggregate Fair Market Value of less than $3,000,000.

          "Asset Swap" means the execution of a definitive agreement, subject
only to customary closing conditions that the Company in good faith believes
will be satisfied, for a substantially concurrent purchase and sale, or
exchange, of Productive Assets between the Company or any of its Restricted
Subsidiaries and another Person or group of affiliated Persons; it being
understood that an Asset Swap may include a cash equalization payment made in
connection therewith provided that such cash payment, if received by the Company
or its Subsidiaries, shall be deemed to be proceeds received from an Asset Sale
and applied in accordance with Section 3.9.

          "Average Life to Stated Maturity" means, as of the date of
determination with respect to any Indebtedness, the quotient obtained by
dividing (i) the sum of the products of (a) the number of years from the date of
determination to the date or dates of each successive scheduled principal
payment of such Indebtedness multiplied by (b) the amount of each such principal
payment by (ii) the sum of all such principal payments.

          "Bankruptcy Law" means Title 11, United States Bankruptcy Code of
1978, as amended, or any similar United States Federal or state law relating to
bankruptcy, insolvency,

                                       -3-

<PAGE>

receivership, winding-up, liquidation, reorganization or relief of debtors or
any amendment to, succession to or change in any such law.

          "Borrowing Base" means the sum of (i) 85% of accounts receivable of
the Company and its Subsidiaries and (ii) 50% of the net book value of the
inventory of the Company and its Subsidiaries, in each case, as determined on a
consolidated basis in accordance with GAAP.

          "Capital Lease Obligation" means any obligations of the Company and
its Restricted Subsidiaries on a Consolidated basis under any capital lease of
real or personal property which, in accordance with GAAP, has been recorded as a
capitalized lease obligation.

          "Capital Stock" of any Person means any and all shares, interests,
participations or other equivalents (however designated) of such Person's
capital stock.

           "Change of Control" shall mean the occurrence of any of the
following events:

          (i)  any "person" or "group" (as such terms are used in Sections 13(d)
     and 14(d) of the Exchange Act), other than Permitted Holders, is or becomes
     the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the
     Exchange Act, except that a Person shall be deemed to have beneficial
     ownership of all shares that 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 30% of the voting power of the total
     outstanding Voting Stock of the Company voting as one class, provided that
     the Permitted Holders "beneficially own" (as so defined) a percentage of
     Voting Stock having a lesser percentage of the voting power 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;

          (ii) during any period of two consecutive years, individuals who at
     the beginning of such period constituted the Board of Directors of the
     Company (together with any new directors whose election to such Board or
     whose nomination for election by the shareholders of the Company was
     approved by a vote of 66 2/3% of the directors then still in office who
     were either directors at the beginning of such period or whose election or
     nomination for election was previously so approved) cease for any reason to
     constitute a majority of such Board of Directors then in office;

                                      -4-

<PAGE>

          (iii)  the Company consolidates with or merges with or into any Person
     or conveys, transfers or leases all or substantially all of its assets to
     any Person, or any corporation consolidates with or merges into or with the
     Company, in any such event pursuant to a transaction in which the
     outstanding Voting Stock of the Company is changed into or exchanged for
     cash, securities or other property, other than any such transaction where
     the outstanding Voting Stock of the Company is not changed or exchanged at
     all (except to the extent necessary to reflect a change in the jurisdiction
     of incorporation of the Company) or where (A) the outstanding Voting Stock
     of the Company is changed into or exchanged for (x) Voting Stock of the
     surviving corporation which is not Redeemable Capital Stock or (y) cash,
     securities and other property (other than Capital Stock of the surviving
     corporation) in an amount which could be paid by the Company as a
     Restricted Payment in accordance with Section 3.5 (and such amount shall be
     treated as a Restricted Payment subject to the provisions set forth in
     Section 3.5) and (B) no "person" or "group" other than Permitted Holders
     owns immediately after such transaction, directly or indirectly, more than
     the greater of (1) 30% of the voting power of the total outstanding Voting
     Stock of the surviving corporation voting as one class and (2) the
     percentage of such voting power of the surviving corporation held, directly
     or indirectly, by Permitted Holders immediately after such transaction; or

          (iv)   the Company is liquidated or dissolved or adopts a plan of
     liquidation or dissolution other than in a transaction which complies with
     the provisions described in Section 6.1.

          "Change of Control Offer" shall have the meaning set forth in Section
3.11(a).

          "Change of Control Purchase Date" shall have the meaning set forth in
Section 3.11(a).

          "Change of Control Purchase Notice" shall have the meaning set forth
in Section 3.11(b).

          "Change of Control Purchase Price" shall have the meaning set forth in
Section 3.11(a).

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

                                       -5-

<PAGE>

          "Commission" means the Securities and Exchange Commission, as from
time to time constituted, created under the Exchange Act, or if at any time
after the execution of this Supplemental Indenture such Commission is not
existing and performing the duties now assigned to it under the Trust Indenture
Act, then the body performing such duties at such time.

          "Company" means Constellation Brands, Inc., a corporation incorporated
under the laws of Delaware, until a successor Person shall have become such
pursuant to the applicable provisions of this Supplemental Indenture or the
Indenture, and thereafter "Company" shall mean such successor Person.

          "Consolidated Fixed Charge Coverage Ratio" of the Company means, for
any period, the ratio of (a) the sum of Consolidated Net Income (Loss),
Consolidated Interest Expense, Consolidated Income Tax Expense and Consolidated
Non-cash Charges deducted in computing Consolidated Net Income (Loss) in each
case, for such period, of the Company and its Restricted Subsidiaries on a
Consolidated basis, all determined in accordance with GAAP to (b) the sum of
Consolidated Interest Expense for such period and cash and non-cash dividends
paid on any Preferred Stock of the Company and its Restricted Subsidiaries
during such period; provided that (i) in making such computation, the
Consolidated Interest Expense attributable to interest on any Indebtedness
computed on a pro forma basis and (A) bearing a floating interest rate, shall be
computed as if the rate in effect on the date of computation had been the
applicable rate for the entire period and (B) which was not outstanding during
the period for which the computation is being made but which bears, at the
option of the Company, a fixed or floating rate of interest, shall be computed
by applying at the option of the Company, either the fixed or floating rate and
(ii) in making such computation, the Consolidated Interest Expense of the
Company attributable to interest on any Indebtedness under a revolving credit
facility computed on a pro forma basis shall be computed based upon the average
daily balance of such Indebtedness during the applicable period.

          "Consolidated Income Tax Expense" means for any period, as applied to
the Company, the provision for federal, state, local and foreign income taxes of
the Company and its Restricted Subsidiaries for such period as determined in
accordance with GAAP on a Consolidated basis.

          "Consolidated Interest Expense" of the Company means, without
duplication, for any period, the sum of (a) the interest expense of the Company
and its Restricted Subsidiaries for such period, on a Consolidated basis,
including, without limitation, (i) amortization

                                      -6-

<PAGE>

of debt discount, (ii) the net cost under interest rate contracts (including
amortization of discounts), (iii) the interest portion of any deferred payment
obligation and (iv) accrued interest, plus (b) (i) the interest component of the
Capital Lease Obligations paid, accrued and/or scheduled to be paid or accrued
by the Company and its Restricted Subsidiaries during such period and (ii) all
capitalized interest of the Company and its Restricted Subsidiaries, in each
case as determined in accordance with GAAP on a Consolidated basis. Whenever pro
forma effect is to be given to an acquisition or disposition of assets for the
purpose of calculating the Consolidated Fixed Charge Coverage Ratio, the amount
of Consolidated Interest Expense associated with any Indebtedness Incurred in
connection with such acquisition or disposition of assets shall be calculated on
a pro forma basis in accordance with Regulation S-X under the Securities Act, as
in effect on the date of such calculation.

          "Consolidated Net Income (Loss)" of the Company means, for any period,
the Consolidated net income (or loss) of the Company and its Restricted
Subsidiaries for such period as determined in accordance with GAAP on a
Consolidated basis, adjusted, to the extent included in calculating such net
income (loss), by excluding, without duplication: (i) all extraordinary gains or
losses (less all fees and expenses relating thereto); (ii) the portion of net
income (or loss) of the Company and its Restricted Subsidiaries allocable to
minority interests in unconsolidated Persons to the extent that cash dividends
or distributions have not actually been received by the Company or one of its
Restricted Subsidiaries; (iii) net income (or loss) of any Person combined with
the Company or any of its Restricted Subsidiaries on a "pooling of interests"
basis attributable to any period prior to the date of combination; (iv) any gain
or loss, net of taxes, realized upon the termination of any employee pension
benefit plan; (v) net gains (but not losses) (less all fees and expenses
relating thereto) in respect of dispositions of assets other than in the
ordinary course of business; or (vi) the net income of any Restricted Subsidiary
to the extent that the declaration of dividends or similar distributions by that
Restricted Subsidiary of that income is not at the time permitted, directly or
indirectly, by operation of the terms of its charter or any agreement,
instrument, judgment, decree, order, statute, rule or governmental regulations
applicable to that Restricted Subsidiary or its stockholders. Whenever pro forma
effect is to be given to an acquisition or disposition of assets for the purpose
of calculating the Consolidated Fixed Charge Coverage Ratio, the amount of
income or earnings related to such assets shall be calculated on a pro forma
basis in accordance with Regulation S-X under the Securities Act, as in effect
on the date of such calculation.

          "Consolidated Net Tangible Assets" means with respect to any Person,
as of any date of determination, the book value of such Person's total assets,
less goodwill, deferred financing costs and other intangibles and less
accumulated amortization, shown on the most

                                      -7-

<PAGE>

recent balance sheet of such Person, determined on a consolidated basis in
accordance with GAAP.

          "Consolidated Net Worth" of any Person means the Consolidated
stockholders' equity (excluding Redeemable Capital Stock) of such Person and its
subsidiaries, as determined in accordance with GAAP on a Consolidated basis.

          "Consolidated Non-cash Charges" of the Company means, for any period,
the aggregate depreciation, amortization and other non-cash charges of the
Company and its Restricted Subsidiaries for such period, as determined in
accordance with GAAP on a Consolidated basis (excluding any non-cash charge
which requires an accrual or reserve for cash charges for any future period).

          "Consolidation" means, with respect to any Person, the consolidation
of the accounts of such Person and each of its subsidiaries if and to the extent
the accounts of such Person and each of its subsidiaries would normally be
consolidated with those of such Person, all in accordance with GAAP. The term
"Consolidated" shall have a similar meaning.

          "Credit Agreement" means the Credit Agreement dated as of October 6,
1999, as amended by Amendment No. 1 thereto on February 13, 2001, Amendment No.
2 thereto on May 16, 2001, Amendment No. 3 thereto on September 7, 2001 and
Amendment No. 4 thereto on January 15, 2002, between the Company, the
Subsidiaries of the Company identified on the signature pages thereof, the
lenders named therein and JP Morgan Chase Bank (successor to The Chase Manhattan
Bank), as Administrative Agent, The Bank of Nova Scotia, as Syndication Agent,
and Credit Suisse First Boston Corporation and Citicorp USA, Inc., as
Co-Documentation Agents, including any deferrals, renewals, extensions,
replacements, refinancings or refundings thereof or amendments, modifications or
supplements thereto and any agreements therefor (including any of the foregoing
that increase the principal amount of Indebtedness or the commitments to lend
thereunder and have been made in compliance with the provisions of Section 3.4;
provided that, for purposes of the definition of "Permitted Indebtedness," no
such increase may result in the principal amount of Indebtedness of the Company
under the Credit Agreement exceeding the amount permitted by subparagraph (b)(i)
of Section 3.4), whether by or with the same or any other lender, creditor,
group of lenders or group of creditors, and including related notes, guarantees
and note agreements and other instruments and agreements executed in connection
therewith.

          "Default" means any event which is, or after notice or passage of time
or both would be, an Event of Default.

                                      -8-

<PAGE>

          "Defeasance Trust Payment" has the meaning set forth in Section
7.2(a).

          "Deficiency" has the meaning set forth in Section 3.9(c).

          "Depositary" or "DTC" has the meaning set forth in Section 2.6.

          "Designated Guarantor Senior Indebtedness" means, with respect to any
Guarantor, (i) any Indebtedness of such Guarantor outstanding under the Credit
Agreement and (ii) any other Guarantor Senior Indebtedness of such Guarantor
which, at the time of determination, has an aggregate principal amount
outstanding, together with any commitments to lend additional amounts, of at
least $50,000,000 if the instrument governing such other Guarantor Senior
Indebtedness expressly states that such Indebtedness is "Designated Guarantor
Senior Indebtedness" for purposes of the Indenture.

          "Designated Senior Indebtedness" means (i) any Indebtedness
outstanding under the Credit Agreement and (ii) any other Senior Indebtedness
which, at the time of determination, has an aggregate principal amount
outstanding, together with any commitments to lend additional amounts, of at
least $50,000,000 if the instrument governing such other Senior Indebtedness
expressly states that such Indebtedness is "Designated Senior Indebtedness" for
purposes of this Supplemental Indenture.

          "Designation" has the meaning set forth in Section 3.14.

          "Designation Amounts" has the meaning set forth in Section 3.14.

          "Domestic Restricted Subsidiary" means a Restricted Subsidiary of the
Company organized under the laws of the United States or any political
subdivision thereof or the operations of which are located substantially inside
the United States.

          "Excess Proceeds" has the meaning set forth in Section 3.9(b).

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

          "Fair Market Value" means, with respect to any asset or property, the
sale value that would be obtained in an arm's-length transaction between an
informed and willing seller under no compulsion to sell and an informed and
willing buyer under no compulsion to buy.

                                      -9-

<PAGE>

          "Foreign Restricted Subsidiary" means a Restricted Subsidiary of the
Company not organized under the laws of the United States or any political
subdivision thereof and the operations of which are located substantially
outside of the United States.

          "GAAP" or "Generally Accepted Accounting Principles" means generally
accepted accounting principles in the United States, consistently applied, which
are in effect on the date of this Supplemental Indenture.

          "Guarantee" means the guarantee by each Guarantor of the Company's
Indenture Obligations pursuant to a guarantee given in accordance with this
Supplemental Indenture, including the Guarantees by the Guarantors and any
Guarantee delivered pursuant to provisions of Section 3.10.

          "Guaranteed Debt" of any Person means, without duplication, all
Indebtedness of any other Person referred to in the definition of Indebtedness
contained in this Section 1.2 guaranteed directly or indirectly in any manner by
such Person, or in effect guaranteed directly or indirectly by such Person
through an agreement (i) to pay or purchase such Indebtedness or to advance or
supply funds for the payment or purchase of such Indebtedness, (ii) to purchase,
sell or lease (as lessee or lessor) property, or to purchase or sell services,
primarily for the purpose of enabling the debtor to make payment of such
Indebtedness or to assure the holder of such Indebtedness against loss, (iii) to
supply funds to, or in any other manner invest in, the debtor (including any
agreement to pay for property or services without requiring that such property
be received or such services be rendered), (iv) to maintain working capital or
equity capital of the debtor, or otherwise to maintain the net worth, solvency
or other financial condition of the debtor or (v) otherwise to assure a creditor
against loss; provided that the term "guarantee" shall not include endorsements
for collection or deposit, in either case in the ordinary course of business.

          "Guarantor" means the Subsidiaries listed on the signature pages of
this Supplemental Indenture as guarantors and each other Subsidiary required to
become a Guarantor after the Issue Date pursuant to Section 3.10.

          "Guarantor Blockage Period" has the meaning set forth in Section
8.2(a).

          "Guarantor Payment Blockage Notice" has the meaning set forth in
Section 8.2(a).

                                      -10-

<PAGE>

          "Hedging Agreement" means, with respect to any Person, all interest
rate swap or similar agreements or foreign currency or commodity hedge, exchange
or similar agreements of such Person.

          "Hedging Obligations" means, with respect to any Person, the
Obligations of such Person under Hedging Agreements.

          "Holders" mean the registered holders of the Notes.

          "Incur" means, with respect to any Indebtedness or other obligation of
any Person, to create, issue, incur (including by conversion, exchange or
otherwise), assume, guarantee or otherwise become liable in respect of such
Indebtedness or other obligation or the recording, as required pursuant to GAAP
or otherwise, of any such Indebtedness or other obligation on the balance sheet
of such Person (and "Incurrence," "Incurred" and "Incurring" shall have meanings
correlative to the foregoing). Indebtedness of any Acquired Person or any of its
Subsidiaries existing at the time such Acquired Person becomes a Subsidiary (or
is merged into or consolidated with the Company or any Subsidiary), whether or
not such Indebtedness was Incurred in connection with, as a result of, or in
contemplation of, such Acquired Person becoming a Subsidiary (or being merged
into or consolidated with the Company or any Subsidiary), shall be deemed
Incurred at the time any such Acquired Person becomes a Subsidiary or merges
into or consolidates with the Company or any Subsidiary.

          "Indebtedness" means, with respect to any Person, without duplication,
(i) all indebtedness of such Person for borrowed money or for the deferred
purchase price of property or services, excluding any trade payables and other
accrued current liabilities arising in the ordinary course of business, but
including, without limitation, all obligations, contingent or otherwise, of such
Person in connection with any letters of credit issued under letter of credit
facilities, acceptance facilities or other similar facilities and in connection
with any agreement to purchase, redeem, exchange, convert or otherwise acquire
for value any Capital Stock of such Person, or any warrants, rights or options
to acquire such Capital Stock, now or hereafter outstanding, (ii) all
obligations of such Person evidenced by bonds, notes, debentures or other
similar instruments, (iii) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person (even if the rights and remedies of the seller or lender
under such agreement in the event of default are limited to repossession or sale
of such property), but excluding trade payables arising in the ordinary course
of business, (iv) all Hedging Obligations of such Person, (v) all Capital Lease
Obligations of such Person, (vi) all Indebtedness referred to in clauses (i)

                                      -11-

<PAGE>

through (v) above of other Persons and all dividends of other Persons, the
payment of which is secured by (or for which the holder of such Indebtedness has
an existing right, contingent or otherwise, to be secured by) any Lien, upon or
with respect to property (including, without limitation, accounts and contract
rights) owned by such Person, even though such Person has not assumed or become
liable for the payment of such Indebtedness, (vii) all Guaranteed Debt of such
Person, (viii) all Redeemable Capital Stock valued at the greater of its
voluntary or involuntary maximum fixed repurchase price plus accrued and unpaid
dividends, and (ix) any amendment, supplement, modification, deferral, renewal,
extension, refunding or refinancing of any liability of the types referred to in
clauses (i) through (viii) above. For purposes hereof, the "maximum fixed
repurchase price" of any Redeemable Capital Stock which does not have a fixed
repurchase price shall be calculated in accordance with the terms of such
Redeemable Capital Stock as if such Redeemable Capital Stock were purchased on
any date on which Indebtedness shall be required to be determined pursuant to
the Indenture, and if such price is based upon, or measured by, the Fair Market
Value of such Redeemable Capital Stock, such Fair Market Value to be determined
in good faith by the board of directors of the issuer of such Redeemable Capital
Stock.

               "Indenture Obligations" means the obligations of the Company and
any other obligor under this Supplemental Indenture or under the Notes,
including any Guarantor, to pay principal of, premium, if any, and interest when
due and payable, and all other amounts due or to become due under or in
connection with this Supplemental Indenture, the Notes and the performance of
all other obligations to the Trustee and the Holders under this Supplemental
Indenture and the Notes, according to the terms hereof or thereof.

               "Insolvency or Liquidation Proceeding" means, with respect to any
Person, any liquidation, dissolution or winding up of such Person, or any
bankruptcy, reorganization, insolvency, receivership or similar proceeding with
respect to such Person, whether voluntary or involuntary.

               "Interest Payment Date" has the meaning set forth in Section 2.3.

               "Investment Company Act" has the meaning set forth in Section
4.3.

               "Investments" means, with respect to any Person, directly or
indirectly, any advance, loan (including guarantees), or other extension of
credit 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, acquisition or ownership by such Person of any
Capital Stock, bonds, notes, debentures or other securities issued or owned by,
any

                                      -12-

<PAGE>

other Person and all other items that would be classified as investments on a
balance sheet prepared in accordance with GAAP.

               "Issue Date" means the original issue date of the initial Notes
issued under this Supplemental Indenture.

               "Lien" means any mortgage, charge, pledge, lien (statutory or
otherwise), privilege, security interest, hypothecation or other encumbrance
upon or with respect to any property of any kind, real or personal, movable or
immovable, now owned or hereafter acquired.

               "Maturity" when used with respect to any Note means the date on
which the principal of such Note becomes due and payable as therein provided or
as provided in this Supplemental Indenture, whether at Stated Maturity, the
Offer Date or the redemption date and whether by declaration of acceleration,
Offer in respect of Excess Proceeds, Change of Control, call for redemption or
otherwise.

               "Net Cash Proceeds" means (a) with respect to any Asset Sale by
any Person, the proceeds thereof in the form of cash or Temporary Cash
Investments including payments in respect of deferred payment obligations when
received in the form of, or stock or other assets when disposed for, cash or
Temporary Cash Investments (except to the extent that such obligations are
financed or sold with recourse to the Company or any Restricted Subsidiary) net
of (i) brokerage commissions and other actual fees and expenses (including fees
and expenses of counsel and investment bankers) related to such Asset Sale, (ii)
provisions for all taxes payable as a result of such Asset Sale, (iii) payments
made to retire Indebtedness where payment of such Indebtedness is secured by the
assets or properties the subject of such Asset Sale, (iv) amounts required to be
paid to any Person (other than the Company or any Restricted Subsidiary) owning
a beneficial interest in the assets subject to the Asset Sale and (v)
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, all as reflected in
an Officers' Certificate delivered to the Trustee and (b) with respect to any
issuance or sale of Capital Stock or options, warrants or rights to purchase
Capital Stock, or debt securities or Capital Stock that have been converted into
or exchanged for Capital Stock, as referred to in Section 3.5, the proceeds of
such issuance or sale in the form of cash or Temporary Cash Investments,
including payments in respect of deferred payment obligations when received in
the form of, or

                                      -13-

<PAGE>

stock or other assets when disposed for, cash or Temporary Cash Investments
(except to the extent that such obligations are financed or sold with recourse
to the Company or any Restricted Subsidiary), net of attorneys' fees,
accountants' fees and brokerage, consultation, underwriting and other fees and
expenses actually incurred in connection with such issuance or sale and net of
taxes paid or payable as a result thereof.

               "Note Amount" has the meaning specified in Section 3.9(c).

               "Notes" has the meaning specified in Section 2.1.

               "Obligations" means any principal, interest (including, without
limitation, Post-Petition Interest), penalties, fees, indemnifications,
reimbursement obligations, damages and other liabilities payable under the
documentation governing any Indebtedness.

               "Offer" has the meaning set forth in Section 3.9(c).

               "Offer Date" has the meaning set forth in Section 3.9(c).

               "Offered Price" has the meaning set forth in Section 3.9(c).

               "Other Indebtedness" has the meaning set forth in Section 3.10.

               "Outstanding Senior Subordinated Notes" means the Company's 8
3/4% Senior Subordinated Notes due 2003 and 8 1/2% Senior Subordinated Notes due
2009.

               "Pari Passu Debt Amount" has the meaning specified in Section
3.9(c).

               "Pari Passu Indebtedness" means any Indebtedness of the Company
or a Guarantor that is pari passu in right of payment with the Notes or a
Guarantee, as the case may be.

               "Pari Passu Offer" has the meaning set forth in Section 3.9(c).

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

               "Payment Blockage Period" has the meaning set forth in Section
7.2(a).

               "Permitted Holders" means as of the date of determination (i)
Marilyn Sands, Richard Sands and Robert Sands; (ii) family members or the
relatives of the persons described in clause (i) or the Mac and Sally Sands
Foundation, Incorporated; (iii) any trusts created for

                                      -14-

<PAGE>

the benefit of the Persons described in clause (i), (ii) or (v) or for the
benefit of Andrew Stern or any trust for the benefit of any such trust; (iv) any
partnerships that are controlled by (and a majority of the partnership interests
in which are owned by) any of the Persons described in clause (i), (ii), (iii)
or (v) or by any partnership that satisfies the conditions of this clause (iv);
or (v) in the case of Marvin Sands and in the event of the incompetence or death
of any of the persons described in clauses (i) and (ii), such person's estate,
executor, administrator, committee or other personal representative or
beneficiaries, in each case who at any particular date shall beneficially own or
have the right to acquire, directly or indirectly, Capital Stock of the Company.

               "Permitted Indebtedness" has the meaning set forth in Section
3.4.

               "Permitted Investment" means (i) Investments in any Wholly Owned
Restricted Subsidiary or any Person which, as a result of such Investment,
becomes a Wholly Owned Restricted Subsidiary; (ii) Indebtedness of the Company
or a Restricted Subsidiary described under clauses (iv) and (v) of the
definition of "Permitted Indebtedness"; (iii) Temporary Cash Investments; (iv)
Investments acquired by the Company or any Restricted Subsidiary in connection
with an Asset Sale permitted under Section 3.9 to the extent such Investments
are non-cash proceeds as permitted under such covenant; (v) guarantees of
Indebtedness otherwise permitted by this Supplemental Indenture; (vi)
Investments in existence as of the Indenture; and (vii) Investments in joint
ventures in an aggregate amount not to exceed at any one time the greater of (x)
$50,000,000 and (y) 5.0% of Consolidated Net Tangible Assets.

               "Permitted Junior Securities" means any securities of the Company
or any successor corporation provided for by a plan of reorganization or
readjustment that are (i) equity securities without special covenants or (ii)
debt securities expressly subordinated in right of payment to all Senior
Indebtedness that may at the time be outstanding, to substantially the same
extent as, or to a greater extent than, the Notes are subordinated as provided
in this Supplemental Indenture, in any event pursuant to a court order so
providing and as to which (a) the rate of interest on such securities shall not
exceed the effective rate of interest on the Notes on the date of this
Supplemental Indenture, (b) such securities shall not be entitled to the
benefits of covenants or defaults materially more beneficial to the holders of
such securities than those in effect with respect to the Notes on the date of
this Supplemental Indenture and (c) such securities shall not provide for
amortization (including sinking fund and mandatory prepayment provisions)
commencing prior to the date six months following the final scheduled maturity
date of the Senior Indebtedness (as modified by the plan of reorganization or
readjustment pursuant to which such securities are issued).

                                      -15-

<PAGE>

               "Permitted Payment" has the meaning set forth in Section 3.5.

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

               "Post-Petition Interest" means, with respect to any Indebtedness
of any Person, all interest accrued or accruing on such Indebtedness after the
commencement of any Insolvency or Liquidation Proceeding against such Person in
accordance with and at the contract rate (including, without limitation, any
rate applicable upon default) specified in the agreement or instrument creating,
evidencing or governing such Indebtedness, whether or not, pursuant to
applicable law or otherwise, the claim for such interest is allowed as a claim
in such Insolvency or Liquidation Proceeding.

               "Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however designated) of
such Person's preferred stock, whether now outstanding, or issued after the date
of the Issue Date, and including, without limitation, all classes and series of
preferred or preference stock.

               "Productive Assets" means assets of a kind used or usable by the
Company and its Restricted Subsidiaries in their respective businesses
(including, without limitation, contracts, leases, licenses or other agreements
of value to the Company or any of its Restricted Subsidiaries), provided,
however, that productive assets to be acquired by the Company or any Restricted
Subsidiary shall be, in the good faith judgment of management of the Company or
such Restricted Subsidiary, assets which are reasonably related, ancillary or
complementary to the business of the Company and its Restricted Subsidiaries as
conducted on the Issue Date.

               "Public Equity Offering" means, with respect to the Company, an
underwritten public offering of Qualified Capital Stock of the Company pursuant
to an effective registration statement filed under the Securities Act (excluding
registration statements filed on Form S-8).

               "Qualified Capital Stock" of any Person means any and all Capital
Stock of such Person other than Redeemable Capital Stock.

               "Redeemable Capital Stock" means any Capital Stock that, either
by its terms or by the terms of any security into which it is convertible or
exchangeable or otherwise, is or upon the happening of an event (other than as a
result of a change of control provision sub-

                                      -16-

<PAGE>

stantially similar to that contained in Section 3.11) or passage of time would
be, required to be redeemed prior to any Stated Maturity of the principal of the
Notes or is redeemable at the option of the holder thereof at any time prior to
any such Stated Maturity, or is convertible into or exchangeable for debt
securities at any time prior to any such Stated Maturity at the option of the
holder thereof.

          "Required Filing Dates" has the meaning set forth in Section 3.15.

          "Restricted Payment" has the meaning set forth in Section 3.5.

          "Restricted Subsidiary" means any Subsidiary of the Company that has
not been designated by the Board of Directors of the Company, by a resolution of
the Board of Directors of the Company delivered to the Trustee, as an
Unrestricted Subsidiary pursuant to Section 3.14. Any such designation may be
revoked by a resolution of the Board of Directors of the Company delivered to
the Trustee, subject to the provisions of such covenant.

          "Revocation" has the meaning set forth in Section 3.14.

          "Sale and Leaseback Transaction" means any transaction or series of
related transactions pursuant to which the Company or a Restricted Subsidiary
sells or transfers any property or asset in connection with the leasing, or the
resale against installment payments, of such property or asset to the seller or
transferor.

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

          "Senior Guarantor Indebtedness" means, at any date, (a) all
Obligations of the Guarantors under the Credit Agreement; provided, however,
that any Indebtedness under any refinancing, refunding or replacement of the
Credit Agreement shall not constitute Senior Guarantor Indebtedness to the
extent that the Indebtedness thereunder is by its express terms subordinate to
any other Indebtedness of any Guarantor; (b) all Hedging Obligations of the
Guarantors; (c) all Obligations of the Guarantors under stand-by letters of
credit; and (d) all other Indebtedness of the Guarantors for borrowed money,
including principal, premium, if any, and interest (including Post-Petition
Interest) on such Indebtedness, unless the instrument under which such
Indebtedness of the Guarantors for money borrowed is Incurred expressly provides
that such Indebtedness for money borrowed is not senior or superior in right of
payment to the Notes, and all renewals, extensions, modifications, amendments or
refinancings thereof. Notwithstanding the foregoing, Senior Guarantor
Indebtedness shall not include (a) to the extent that it may constitute
Indebtedness, any Obligation for Federal, state, local or

                                      -17-

<PAGE>

other taxes; (b) any Indebtedness among or between the Guarantors and any
Subsidiary of the Guarantors or any Affiliate of the Guarantors or any of such
Affiliate's Subsidiaries, unless and for so long as such Indebtedness has been
pledged to secure obligations under or in respect of Senior Guarantor
Indebtedness; (c) to the extent that it may constitute Indebtedness, any
Obligation in respect of any trade payable Incurred for the purchase of goods or
materials, or for services obtained, in the ordinary course of business; (d)
that portion of any Indebtedness that is Incurred in violation of the Indenture;
(e) Indebtedness evidenced by the Notes; (f) Indebtedness of the Guarantors that
is expressly subordinate or junior in right of payment to any other Indebtedness
of the Guarantors; (g) to the extent that it may constitute Indebtedness, any
obligation owing under leases (other than Capital Lease Obligations) or
management agreements; (h) any obligation that by operation of law is
subordinate to any general unsecured obligations of the Guarantors; (i)
Indebtedness represented by the Outstanding Senior Subordinated Notes; (j)
Indebtedness incurred by the Guarantors as part of the purchase price of the
acquisition of assets or a business; and (k) Indebtedness of the Guarantors to
the extent such Indebtedness is owed to and held by any Federal, state, local or
other governmental authority.

          "Senior Indebtedness" means, at any date, (a) all Obligations of the
Company under the Credit Agreement; provided, however, that any Indebtedness
under any refinancing, refunding or replacement of the Credit Agreement shall
not constitute Senior Indebtedness to the extent that the Indebtedness
thereunder is by its express terms subordinate to any other Indebtedness of the
Company; (b) all Hedging Obligations of the Company; (c) all Obligations of the
Company under stand-by letters of credit; and (d) all other Indebtedness of the
Company for borrowed money, including principal, premium, if any, and interest
(including Post-Petition Interest) on such Indebtedness, unless the instrument
under which such Indebtedness of the Company for money borrowed is Incurred
expressly provides that such Indebtedness for money borrowed is not senior or
superior in right of payment to the Notes, and all renewals, extensions,
modifications, amendments or refinancings thereof. Notwithstanding the
foregoing, Senior Indebtedness shall not include (a) to the extent that it may
constitute Indebtedness, any Obligation for Federal, state, local or other
taxes; (b) any Indebtedness among or between the Company and any Subsidiary of
the Company or any Affiliate of the Company or any of such Affiliate's
Subsidiaries, unless and for so long as such Indebtedness has been pledged to
secure obligations under or in respect of Senior Indebtedness; (c) to the extent
that it may constitute Indebtedness, any Obligation in respect of any trade
payable Incurred for the purchase of goods or materials, or for services
obtained, in the ordinary course of business; (d) that portion of any
Indebtedness that is Incurred in violation of the Indenture; (e) Indebtedness
evidenced by the Notes; (f) Indebtedness of the Company that is expressly
subordinate or junior

                                      -18-

<PAGE>

in right of payment to any other Indebtedness of the Company; (g) to the extent
that it may constitute Indebtedness, any obligation owing under leases (other
than Capital Lease Obligations) or management agreements; (h) any obligation
that by operation of law is subordinate to any general unsecured obligations of
the Company; (i) Indebtedness represented by the Outstanding Senior Subordinated
Notes; (j) Indebtedness incurred by the Company as part of the purchase price of
the acquisition of assets or a business; and (k) Indebtedness of the Company to
the extent such Indebtedness is owed to and held by any Federal, state, local or
other governmental authority.

          "Stated Maturity" when used with respect to any Indebtedness or any
installment of interest thereon, means the dates specified in such Indebtedness
as the fixed date on which the principal of such Indebtedness or such
installment of interest is due and payable.

          "Subordinated Indebtedness" means Indebtedness of the Company or a
Guarantor subordinated in right of payment to the Notes, the Outstanding Senior
Subordinated Notes or a Guarantee, as the case may be.

          "Subsidiary" means any Person a majority of the equity ownership or
the Voting Stock of which is at the time owned, directly or indirectly, by the
Company or by one or more other Subsidiaries, or by the Company and one or more
other Subsidiaries.

          "Temporary Cash Investments" means: (i) any evidence of Indebtedness
of a Person, other than the Company or its Subsidiaries, maturing not more than
one year after the date of acquisition, issued by the United States of America,
or an instrumentality or agency thereof and guaranteed fully as to principal,
premium, if any, and interest by the United States of America, (ii) any
certificate of deposit, maturing not more than one year after the date of
acquisition, issued by, or time deposit of, a commercial banking institution
that is a member of the Federal Reserve System and that has combined capital and
surplus and undivided profits of not less than $500,000,000, whose debt has a
rating, at the time as of which any investment therein is made, of "P-1" (or
higher) according to Moody's Investors Service, Inc. ("Moody's") or any
successor rating agency or "A-1" (or higher) according to Standard and Poor's
Corporation ("S&P") or any successor rating agency, (iii) commercial paper,
maturing not more than one year after the date of acquisition, issued by a
corporation (other than an Affiliate or Subsidiary of the Company) organized and
existing under the laws of the United States of America with a rating, at the
time as of which any investment therein is made, of "P-1" (or higher) according
to Moody's or "A-1" (or higher) according to S&P and (iv) any

                                      -19-

<PAGE>

money market deposit accounts issued or offered by a domestic commercial bank
having capital and surplus in excess of $500,000,000.

          "Trust Indenture Act" means the Trust Indenture Act of 1939, as
amended.

          "United States Government Obligations" means direct non-callable
obligations of the United States of America for the payment of which the full
faith and credit of the United States is pledged.

          "Unrestricted Subsidiary" means any Subsidiary of the Company
designated as such pursuant to Section 3.14. Any such designation may be revoked
by a resolution of the Board of Directors of the Company delivered to the
Trustee, subject to the provisions of Section 3.14.

          "Voting Stock" means stock of the class or classes pursuant to which
the holders thereof have the general voting power under ordinary circumstances
to elect at least a majority of the board of directors, managers or trustees of
a corporation (irrespective of whether or not at the time stock of any other
class or classes shall have or might have voting power by reason of the
happening of any contingency).

          "Wholly Owned Restricted Subsidiary" means any Restricted Subsidiary
all the Capital Stock of which (other than directors' qualifying shares and up
to 5% of the issued and outstanding Capital Stock which may be owned by
executive officers of such Subsidiary) is owned by the Company or another Wholly
Owned Restricted Subsidiary.

                                   ARTICLE TWO

                          THE SERIES OF DEBT SECURITIES
                          -----------------------------

          SECTION 2.1. Title of the Debt Securities.
                       ----------------------------

          There shall be a series of Debt Securities designated the "8 1/8%
Senior Subordinated Notes due 2012" (the "Notes").

                                      -20-

<PAGE>

          SECTION 2.2. Limitation on Aggregate Principal Amount.
                       ----------------------------------------

          The aggregate principal amount of the Notes shall not be limited. The
Company shall not execute and the Trustee shall not authenticate or deliver
Notes except as permitted by the terms of this Section 2.2 and the Indenture;
provided, however, that in no event shall the Company execute or the Trustee
authenticate any Notes unless the issuance of such Notes is in compliance with
the terms of Section 3.4 of this Supplemental Indenture.

          SECTION 2.3. Interest and Interest Rates; Maturity Date of Notes.
                       ---------------------------------------------------

          The Notes will mature on January 15, 2012 and will be unsecured senior
subordinated obligations of the Company. Each Note will bear interest at the
rate of 8 1/8% per annum from January 23, 2002 or from the most recent interest
payment date to which interest has been paid, payable semi-annually on January
15 and July 15 in each year (each an "Interest Payment Date"), commencing July
15, 2002, to the Person in whose name the Note (or any predecessor Note) is
registered at the close of business on the January 1 or July 1 next preceding
such interest payment date. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months. The interest so payable on any Note
which is not punctually paid or duly provided for on any Interest Payment Date
shall forthwith cease to be payable to the Person in whose name such Note is
registered on the relevant regular record date, and such defaulted interest
shall instead be payable to the Person in whose name such Note is registered on
the special record date or other specified date determined in accordance with
the Indenture.

          If any Interest Payment Date or Stated Maturity falls on a day that is
not a Business Day, the required payment shall be made on the next Business Day
as if it were made on the date such payment was due and no interest shall accrue
on the amount so payable for the period from and after such Interest Payment
Date or Stated Maturity, as the case may be.

          SECTION 2.4. Optional Redemption.
                       -------------------

          The Notes may not be redeemed prior to January 15, 2007 except to the
extent permitted in connection with a Public Equity Offering as described in the
Form of Note attached hereto as Exhibit A. On or after January 15, 2007 the
Company will have the right to redeem all or any part of the Notes at the
Redemption Prices set forth in the Form of Note attached hereto as Exhibit A.

                                      -21-

<PAGE>

          In the event that less than all of the Notes are to be redeemed at any
time pursuant to an optional redemption, selection of such 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 then listed on a national securities exchange, on a pro rata
basis, by lot or by such method as the Trustee shall deem fair and appropriate;
provided, however, that no Notes of a principal amount of $1,000 or less shall
be redeemed in part; provided, further, however, that if a partial redemption is
made with the net cash proceeds of a Public Equity Offering by the Company,
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 Trust Company), unless
such method is otherwise prohibited. A new Note in a principal amount equal to
the unredeemed portion thereof will be issued in the name of the Holder thereof
upon cancellation of the original Note.

          SECTION 2.5. Sinking Fund.
                       ------------

          The Notes are not entitled to the benefit of any sinking fund.

          SECTION 2.6. Method of Payment.
                       -----------------

          Settlement for the Notes will be made in same day funds. All payments
of principal and interest will be made by the Company in same day funds. The
Notes will trade in the Same-Day Funds Settlement System of The Depository Trust
Company (the "Depositary" or "DTC") until maturity, and secondary market trading
activity for the Notes will therefore settle in same day funds.

          Principal of, premium, if any, and interest on the Notes will be
payable, and the Notes will be exchangeable and transferable, at the office or
agency of the Company in the City of New York maintained for such purposes
(which initially will be the Trustee); provided, however, that payment of
interest may be made at the option of the Company by check mailed to the Person
entitled thereto as shown on the security register.

          SECTION 2.7. Currency.
                       --------

          Principal and interest on the Notes shall be payable in United States
Dollars or in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts.

                                      -22-

<PAGE>

          SECTION 2.8. Registered Securities; Global Form.
                       ----------------------------------

          The Notes shall be issuable only in fully registered form without
coupons, in denominations of $1,000 and any integral multiple thereof. No
service charge will be made for any registration of transfer, exchange or
redemption of Notes, except in certain circumstances for any tax or other
governmental charge that may be imposed in connection therewith. The depository
for the Notes shall be the DTC. The Notes shall not be issuable in definitive
form.

          SECTION 2.9. Form of Notes.
                       -------------

          The Notes shall be substantially in the form attached as Exhibit A
hereto.

                                  ARTICLE THREE

                                    COVENANTS
                                    ---------

          The following covenants shall apply to the Notes (but not with respect
to any other series of Debt Securities), and are in addition to the covenants
set forth in Article IV of the Indenture. With respect to the Notes (but not
with respect to any other series of Debt Securities), to the extent inconsistent
with the covenants contained in Article IV of the Indenture the covenants set
forth in this Supplemental Indenture shall govern.

          SECTION 3.1. Payment of Taxes and Other Claims.
                       ---------------------------------

          The Company will pay or discharge or cause to be paid or discharged,
on or before the date the same shall become due and payable, (a) all taxes,
assessments and governmental charges levied or imposed upon the Company or any
Restricted Subsidiary shown to be due on any return of the Company or any
Restricted Subsidiary or otherwise assessed or upon the income, profits or
property of the Company or any Restricted Subsidiary if failure to pay or
discharge the same could reasonably be expected to have a material adverse
effect on the ability of the Company or any Guarantor to perform its obligations
hereunder and (b) all lawful claims for labor, materials and supplies, which, if
unpaid, would by law become a Lien upon the property of the Company or any
Restricted Subsidiary, except for any Lien permitted to be incurred under
Section 3.8, if failure to pay or discharge the same could reasonably be
expected to have a material adverse effect on the ability of the Company or any
Guarantor to

                                      -23-

<PAGE>

perform its obligations hereunder; 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
contested in good faith by appropriate proceedings properly instituted and
diligently conducted and in respect of which appropriate reserves (in the good
faith judgment of management of the Company) are being maintained in accordance
with GAAP consistently applied.

          SECTION 3.2. Maintenance of Properties.
                       -------------------------

          The Company will cause all material properties owned by the Company or
any Restricted Subsidiary or used or held for use in the conduct of its business
or the business of any Restricted Subsidiary to be maintained and kept in good
condition, repair and working order (ordinary wear and tear excepted) and
supplied with all necessary equipment and will cause to be made all necessary
repairs, renewals, replacements, betterments and improvements thereof, all as in
the judgment of the Company may be consistent with sound business practice and
necessary so that the business carried on in connection therewith may be
properly conducted at all times; provided, however, that nothing in this Section
shall prevent the Company from discontinuing the maintenance of any of such
properties if such discontinuance is, in the judgment of the Company, desirable
in the conduct of its business or the business of any Restricted Subsidiary and
not reasonably expected to have a material adverse effect on the ability of the
Company to perform its obligations hereunder.

          SECTION 3.3. Insurance.
                       ---------

          The Company will at all times keep all of its and its Restricted
Subsidiaries' properties which are of an insurable nature insured with insurers,
believed by the Company to be responsible, against loss or damage to the extent
that property of similar character is usually so insured by corporations
similarly situated and owning like properties.

          SECTION 3.4. Limitation on Indebtedness.
                       --------------------------

          (a)   The Company will not, and will not permit any of its Restricted
Subsidiaries to, Incur any Indebtedness (including any Acquired Indebtedness),
except that the Company and any Guarantor may Incur Indebtedness (including any
Acquired Indebtedness) and any Restricted Subsidiary that is not a Guarantor may
Incur Acquired Indebtedness if, in each case, the Consolidated Fixed Charge
Coverage Ratio for the Company for the four full fiscal quarters immediately
preceding the Incurrence of such Indebtedness taken as one period (and after
giving pro forma effect to

                                      -24-

<PAGE>

          (i)   the Incurrence of such Indebtedness and (if applicable) the
     application of the net proceeds therefrom, including to refinance other
     Indebtedness, as if such Indebtedness was Incurred, and the application of
     such proceeds occurred, at the beginning of such four-quarter period;

          (ii)  the Incurrence, repayment or retirement of any other
     Indebtedness by the Company and its Restricted Subsidiaries since the first
     day of such four-quarter period as if such Indebtedness was Incurred,
     repaid or retired at the beginning of such four-quarter period (except
     that, in making such computation, the amount of Indebtedness under any
     revolving credit facility shall be computed based upon the average daily
     balance of such Indebtedness during such four-quarter period);

          (iii) in the case of Acquired Indebtedness, the related acquisition as
     if such acquisition occurred at the beginning of such four-quarter period;
     and

          (iv)  any acquisition or disposition by the Company and its Restricted
     Subsidiaries of any company or any business or any assets out of the
     ordinary course of business, whether by merger, stock purchase or sale or
     asset purchase or sale, or any related repayment of Indebtedness, in each
     case since the first day of such four-quarter period, assuming such
     acquisition or disposition had been consummated on the first day of such
     four-quarter period)

is equal to at least 2.00:1.00.

          (b)   The foregoing limitation will not apply to the Incurrence of any
of the following (collectively "Permitted Indebtedness"):

          (i)   Indebtedness of the Company and any Restricted Subsidiary under
     the Credit Agreement in an aggregate principal amount at any one time
     outstanding not to exceed an amount equal to the greater of (x)
     $1,000,000,000, minus the amount of any repayment of such Indebtedness
     under the Credit Agreement pursuant to Section 3.9, and (y) the Borrowing
     Base;

          (ii)  Indebtedness of the Company pursuant to the Notes and other
     Indebtedness of the Company and its Restricted Subsidiaries outstanding on
     the Issue Date (other than Indebtedness under the Credit Agreement);

          (iii) Indebtedness of any Guarantor pursuant to a Guarantee;

                                      -25-

<PAGE>

          (iv)  Indebtedness of the Company owing to a Restricted Subsidiary;
     provided that any Indebtedness of the Company owing to a Restricted
     Subsidiary that is not a Guarantor is made pursuant to an intercompany note
     in the form attached to this Supplemental Indenture as Exhibit B and is
     subordinated in right of payment from and after such time as the Notes
     shall become due and payable (whether at Stated Maturity, acceleration or
     otherwise) to the payment and performance of the Company's obligations
     under the Notes; provided, further, that any disposition, pledge or
     transfer of any such Indebtedness to a Person (other than a disposition,
     pledge or transfer to a Restricted Subsidiary or a pledge to or for the
     benefit of the lenders under the Credit Agreement) shall be deemed to be an
     Incurrence of such Indebtedness by the obligor not permitted by this clause
     (iv);

          (v)   Indebtedness of a Restricted Subsidiary owing to the Company or
     a Wholly Owned Restricted Subsidiary; provided that, with respect to
     Indebtedness owing to a Wholly Owned Restricted Subsidiary that is not a
     Guarantor, (x) any such Indebtedness is made pursuant to an intercompany
     note in the form attached to this Supplemental Indenture as Exhibit B and
     (y) any such Indebtedness shall be subordinated in right of payment from
     and after such time as the obligations under the Guarantee by such Wholly
     Owned Restricted Subsidiary shall become due and payable to the payment and
     performance of such Wholly Owned Restricted Subsidiary's obligations under
     its Guarantee; provided further that (a) any disposition, pledge or
     transfer of any such Indebtedness to a Person (other than a disposition,
     pledge or transfer to the Company or a Restricted Subsidiary or a pledge to
     or for the benefit of the lenders under the Credit Agreement) shall be
     deemed to be an Incurrence of such Indebtedness by the obligor not
     permitted by this clause (v), and (b) any transaction pursuant to which any
     Restricted Subsidiary which has Indebtedness owing to the Company or any
     other Restricted Subsidiary, ceases to be a Restricted Subsidiary shall be
     deemed to be the Incurrence of Indebtedness by such Restricted Subsidiary
     that is not permitted by this clause (v);

          (vi)  guarantees of any Restricted Subsidiary made in accordance with
     the provisions of Section 3.10 of this Supplemental Indenture;

          (vii) Hedging Obligations of the Company or any Guarantor entered into
     in the ordinary course of business (and not for speculative purposes)
     designed to protect against fluctuations in: (x) interest rates in respect
     of Indebtedness of the Company or any of its Restricted Subsidiaries, as
     long as such obligations at the time Incurred do

                                      -26-

<PAGE>

     not exceed the aggregate principal amount of such Indebtedness then
     outstanding or in good faith anticipated to be outstanding within 90 days
     of such Incurrence, (y) currencies or (z) commodities;

          (viii) any renewals, extensions, substitutions, refundings,
     refinancings or replacements (each, a "refinancing") of any Indebtedness
     described in clauses (ii) and (iii) of this definition of "Permitted
     Indebtedness," including any successive refinancings so long as the
     aggregate principal amount of Indebtedness represented thereby is not
     increased by such refinancing plus the lesser of (1) the stated amount of
     any premium, interest or other payment required to be paid in connection
     with such a refinancing pursuant to the terms of the Indebtedness being
     refinanced or (2) the amount of premium, interest or other payment actually
     paid at such time to refinance the Indebtedness, plus, in either case, the
     amount of expenses of the Company incurred in connection with such
     refinancing and, in the case of Pari Passu Indebtedness or Subordinated
     Indebtedness, such refinancing does not reduce the Average Life to Stated
     Maturity or the Stated Maturity of such Indebtedness; and

          (ix)   Indebtedness, in addition to that described in clauses (i)
     through (viii) of this definition of "Permitted Indebtedness," and any
     renewals, extensions, substitutions, refinancings or replacements of such
     Indebtedness, not to exceed $75,000,000 outstanding at any one time in the
     aggregate.

          SECTION 3.5. Limitation on Restricted Payments.
                       ---------------------------------

          (a)    The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly:

          (i)    declare or pay any dividend on, or make any distribution to
     holders of, any shares of the Company's Capital Stock (other than dividends
     or distributions payable solely in shares of its Qualified Capital Stock or
     in options, warrants or other rights to acquire such Qualified Capital
     Stock);

          (ii)   purchase, redeem or otherwise acquire or retire for value,
     directly or indirectly, any shares of the Capital Stock of the Company or
     any Affiliate thereof (other than any Wholly Owned Restricted Subsidiary of
     the Company) or options, warrants or other rights to acquire such Capital
     Stock;

                                      -27-

<PAGE>

          (iii)  make any principal payment on, or repurchase, redeem, defease,
     retire or otherwise acquire for value, prior to any scheduled principal
     payment, sinking fund or maturity, any Subordinated Indebtedness;

          (iv)   declare or pay any dividend or distribution on any Capital
     Stock of any Restricted Subsidiary to any Person (other than the Company or
     any of its Restricted Subsidiaries) or purchase, redeem or otherwise
     acquire or retire for value any Capital Stock of any Restricted Subsidiary
     held by any Person (other than the Company or any of its Wholly Owned
     Restricted Subsidiaries);

          (v)    Incur, create or assume any guarantee of Indebtedness of any
     Affiliate (other than a Wholly Owned Restricted Subsidiary of the Company);
     or

          (vi)   make any Investment in any Person (other than any Permitted
     Investments);

(any of the foregoing payments described in clauses (i) through (vi), other than
any such action that is a Permitted Payment, collectively, "Restricted
Payments") unless after giving effect to the proposed Restricted Payment (the
amount of any such Restricted Payment, if other than cash, as determined by the
Board of Directors of the Company, whose determination shall be conclusive and
evidenced by a Certified Resolution), (1) no Default or Event of Default shall
have occurred and be continuing and such Restricted Payment shall not be an
event which is, or after notice or lapse of time or both, would be, an "event of
default" under the terms of any Indebtedness of the Company or its Restricted
Subsidiaries; (2) immediately before and immediately after giving effect to such
transaction on a pro forma basis, the Company could Incur $1.00 of additional
Indebtedness (other than Permitted Indebtedness) under the provisions contained
in Section 3.4; and (3) the aggregate amount of all such Restricted Payments
declared or made after the date of this Supplemental Indenture does not exceed
the sum of:

          (A)    50% of the aggregate cumulative Consolidated Net Income of the
     Company accrued on a cumulative basis during the period beginning December
     1, 1998 and ending on the last day of the Company's last fiscal quarter
     ending prior to the date of the Restricted Payment (or, if such aggregate
     cumulative Consolidated Net Income shall be a loss, minus 100% of such
     loss); plus

          (B)    the aggregate Net Cash Proceeds received after February 25,
     1999 by the Company from the issuance or sale (other than to any of its
     Subsidiaries) of its

                                      -28-

<PAGE>

     shares of Qualified Capital Stock or any options, warrants or rights to
     purchase such shares of Qualified Capital Stock of the Company (except, in
     each case, to the extent such proceeds are used to purchase, redeem or
     otherwise retire Capital Stock or Subordinated Indebtedness as set forth
     below); plus

          (C)    the aggregate Net Cash Proceeds received after February 25,
     1999 by the Company (other than from any of its Subsidiaries) upon the
     exercise of any options or warrants to purchase shares of Qualified Capital
     Stock of the Company; plus

          (D)    the aggregate Net Cash Proceeds received after February 25,
     1999 by the Company from debt securities or Redeemable Capital Stock that
     has been converted into or exchanged for Qualified Capital Stock of the
     Company to the extent such debt securities or Redeemable Capital Stock is
     originally sold for cash plus the aggregate Net Cash Proceeds received by
     the Company at the time of such conversion or exchange; plus

          (E)    in the event the Company or any Restricted Subsidiary makes an
     Investment in a Person that, as a result of or in connection with such
     Investment, becomes a Restricted Subsidiary, an amount equal to the
     Company's or any Restricted Subsidiary's existing Investment in such Person
     that was previously treated as a Restricted Payment; plus

          (F)    so long as the Designation thereof was treated as a Restricted
     Payment made after the Issue Date, with respect to any Unrestricted
     Subsidiary that has been redesignated as a Restricted Subsidiary after the
     Issue Date in accordance with Section 3.14, an amount equal to the
     Company's Investment in such Unrestricted Subsidiary (provided that such
     amount shall not in any case exceed the Designation Amount with respect to
     such Restricted Subsidiary upon its Designation); plus

          (G)    $50,000,000; minus

          (H)    the Designation Amount (measured as of the date of Designation)
     with respect to any Subsidiary of the Company which has been designated as
     an Unrestricted Subsidiary after the Issue Date in accordance with Section
     3.14; minus

          (I)    the aggregate amount of all Restricted Payments made after
     February 25, 1999 through the date of this Supplemental Indenture.

                                      -29-

<PAGE>

          (b)   Notwithstanding the foregoing, and in the case of clauses (ii),
(iii) and (iv) below, so long as there is no Default or Event of Default
continuing, the foregoing provisions shall not prohibit the following actions
(clauses (i) through (iv) being referred to as a "Permitted Payment"):

          (i)   the payment of any dividend within 60 days after the date of
     declaration thereof, if at such date of declaration such payment would be
     permitted by the provisions of paragraph (a) of this Section 3.5 and such
     payment shall be deemed to have been paid on such date of declaration for
     purposes of the calculation required by paragraph (a) of this Section 3.5;

          (ii)  the repurchase, redemption or other acquisition or retirement of
     any shares of any class of Capital Stock of the Company in exchange for
     (including any such exchange pursuant to the exercise of a conversion right
     or privilege or in which cash is paid in lieu of the issuance of fractional
     shares or scrip), or out of the Net Cash Proceeds of, a substantially
     concurrent issue and sale for cash (other than to a Subsidiary) of other
     shares of Qualified Capital Stock of the Company; provided that the Net
     Cash Proceeds from the issuance of such shares of Qualified Capital Stock
     are excluded from clause (3)(B) of paragraph (a) of this Section 3.5;

          (iii) any repurchase, redemption, defeasance, retirement, refinancing
     or acquisition for value or payment of principal of any Subordinated
     Indebtedness in exchange for, or out of the Net Cash Proceeds of, a
     substantially concurrent issuance and sale for cash (other than to any
     Subsidiary of the Company) of any Qualified Capital Stock of the Company,
     provided that the Net Cash Proceeds from the issuance of such shares of
     Qualified Capital Stock are excluded from clause (3)(B) of paragraph (a) of
     this Section 3.5;

          (iv)  the repurchase, redemption, defeasance, retirement, refinancing
     or acquisition for value or payment of principal of any Subordinated
     Indebtedness (other than Redeemable Capital Stock) (a "refinancing")
     through the issuance of new Subordinated Indebtedness of the Company,
     provided that any such new Subordinated Indebtedness issued for such
     purpose (1) shall be in a principal amount that does not exceed the
     principal amount so refinanced (or, if such Subordinated Indebtedness
     provides for an amount less than the principal amount thereof to be due and
     payable upon a declaration or acceleration thereof, then such lesser amount
     as of the date of determination), plus the lesser of (x) the stated amount
     of any premium, interest or other

                                      -30-

<PAGE>

         payment required to be paid in connection with such a refinancing
         pursuant to the terms of the Indebtedness being refinanced or (y) the
         amount of premium, interest or other payment actually paid at such time
         to refinance the Indebtedness, plus, in either case, the amount of
         expenses of the Company Incurred in connection with such refinancing;
         (2) has an Average Life to Stated Maturity greater than the remaining
         Average Life to Stated Maturity of the Notes; (3) has a Stated Maturity
         for its final scheduled principal payment later than the Stated
         Maturity for the final scheduled principal payment of the Notes; and
         (4) is expressly subordinated in right of payment to the Notes at least
         to the same extent as the Indebtedness to be refinanced.

          SECTION 3.6. Limitation on Transactions with Affiliates.
                       ------------------------------------------

          The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or suffer to exist any
transaction or series of related transactions (including, without limitation,
the sale, purchase, exchange or lease of assets, property or services) with any
Affiliate of the Company (other than the Company or a Wholly Owned Restricted
Subsidiary) unless:

          (i)   such transaction or series of transactions is in writing on
     terms that are no less favorable to the Company or such Restricted
     Subsidiary, as the case may be, than would be available in a comparable
     transaction in arm's-length dealings with an unrelated third party;

          (ii)  with respect to any transaction or series of transactions
     involving aggregate payments in excess of $10,000,000, the Company delivers
     an Officers' Certificate to the Trustee certifying that such transaction or
     series of related transactions complies with clause (i) above and such
     transaction or series of related transactions has been approved by the
     Board of Directors of the Company; and

          (iii) with respect to a transaction or series of related transactions
     involving aggregate value in excess of $25,000,000, the Company delivers to
     the Trustee an opinion of an independent investment banking firm of
     national standing in the United States, or an independent public accounting
     firm of national standing in the United States, stating that the
     transaction or series of transactions is fair to the Company or such
     Restricted Subsidiary; provided, however, that this provision shall not
     apply to any transaction with an officer or director of the Company entered
     into in the ordinary course of business (including compensation or employee
     benefit arrangements with any officer or director of the Company).

                                      -31-

<PAGE>

          SECTION 3.7. Limitation on Senior Subordinated Indebtedness.
                       ----------------------------------------------

          The Company will not, and will not permit any Guarantor to, directly
or indirectly, create, Incur, issue, assume, guarantee or otherwise in any
manner become directly or indirectly liable for or with respect to or otherwise
permit to exist any Indebtedness that is subordinate in right of payment to any
Indebtedness of the Company or such Guarantor, as the case may be, unless such
Indebtedness is also pari passu with the Notes or the Guarantee of such
Guarantor or subordinate in right of payment to the Notes or such Guarantee to
at least the same extent as the Notes or such Guarantee are subordinate in right
of payment to Senior Indebtedness or Senior Guarantor Indebtedness, as the case
may be, as set forth in this Supplemental Indenture.

          SECTION 3.8. Limitation on Liens.
                       -------------------

          The Company will not, and will not permit any Restricted Subsidiary
to, directly or indirectly, create, Incur, affirm or suffer to exist any Lien of
any kind upon any of its property or assets (including any intercompany notes),
owned at the date of this Supplemental Indenture or acquired after the date of
this Supplemental Indenture, or any income or profits therefrom, except if the
Notes (or a Guarantee, in the case of Liens of a Guarantor) are directly secured
equally and ratably with (or prior to in the case of Liens with respect to
Subordinated Indebtedness or Indebtedness of a Guarantor subordinated in right
of payment to any Guarantee) the obligation or liability secured by such Lien,
excluding, however, from the operation of the foregoing any of the following:

          (a) any Lien existing as of the date of this Supplemental Indenture;

          (b) any Lien arising by reason of:

                    (1) any judgment, decree or order of any court, 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;

                    (2) taxes not yet delinquent or which are being contested in
          good faith;

                                      -32-




<PAGE>

               (3) security for payment of workers' compensation or other
          insurance;

               (4) good faith deposits in connection with tenders, leases or
          contracts (other than contracts for the payment of money);

               (5) zoning restrictions, easements, licenses, reservations,
          provisions, covenants, conditions, waivers, restrictions on the use of
          property or minor irregularities of title (and with respect to
          leasehold interests, mortgages, obligations, liens and other
          encumbrances incurred, created, assumed or permitted to exist and
          arising by, through or under a landlord or owner of the leased
          property, with or without consent of the lessee), none of which
          materially impairs the use of any parcel of property material to the
          operation of the business of the Company or any Restricted Subsidiary
          or the value of such property for the purpose of such business;

               (6) deposits to secure public or statutory obligations, or in
          lieu of surety or appeal bonds;

               (7) certain surveys, exceptions, title defects, encumbrances,
          easements, reservations of, or rights of others for, rights of way,
          sewers, electric lines, telegraph or telephone lines and other similar
          purposes or zoning or other restrictions as to the use of real
          property not interfering with the ordinary conduct of the business of
          the Company or any of its Restricted Subsidiaries;

               (8) operation of law in favor of mechanics, materialmen,
          laborers, employees or suppliers, incurred in the ordinary course of
          business for sums which are not yet delinquent or are being contested
          in good faith by negotiations or by appropriate proceedings which
          suspend the collection thereof; or

               (9) standard custodial, bailee or depository arrangements
          (including (x) in respect of deposit accounts with banks and other
          financial institutions and (y) standard customer agreements in respect
          of accounts for the purchase and sale of securities and other property
          with brokerage firms or other types of financial institutions);

          (c)  any Lien now or hereafter existing on property of the Company or
     any Guarantor securing Senior Indebtedness or Senior Guarantor
     Indebtedness, in each

                                      -33-

<PAGE>

          case which Indebtedness is permitted under the provisions of Section
          3.4 and provided that the provisions of Section 3.10 are complied
          with;

               (d) any Lien securing Acquired Indebtedness created prior to (and
          not created in connection with, or in contemplation of) the incurrence
          of such Indebtedness by the Company or any Restricted Subsidiary, in
          each case which Indebtedness is permitted under the provisions of
          Section 3.4; provided that any such Lien only extends to the assets
          that were subject to such lien securing such Acquired Indebtedness
          prior to the related transaction by the Company or its Restricted
          Subsidiaries; and

               (e) any extension, renewal, refinancing or replacement, in whole
          or in part, of any Lien described in the foregoing clauses (a) through
          (d) so long as the amount of security is not increased thereby.

               SECTION 3.9. Limitation on Sale of Assets.
                            ----------------------------

          (a)  The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, consummate an Asset Sale (other than an
Asset Swap permitted by clause (g) below of this Section 3.9) unless (i) at
least 75% of the proceeds from such Asset Sale are received in cash; provided,
however, that the amount of (A) any liabilities (as shown on the Company's or
such Restricted Subsidiary's most recent balance sheet or the notes thereto) of
the Company or any Restricted Subsidiary that are assumed by the transferee in
such Asset Sale and from which the Company or such Restricted Subsidiary is
released and (B) any notes or other obligations received by the Company or any
such Restricted Subsidiary from such transferee that are immediately converted
by the Company or such Restricted Subsidiary into cash, shall be deemed cash for
purposes of this Section 3.9, and (ii) the Company or such Restricted Subsidiary
receives consideration at the time of such Asset Sale at least equal to the Fair
Market Value of the shares or assets sold (other than in the case of an
involuntary Asset Sale, as determined by the Board of Directors of the Company
and evidenced in a Certified Resolution).

          (b)  If all or a portion of the Net Cash Proceeds of any Asset Sale
are not required to be applied to repay permanently any Senior Indebtedness or
Senior Guarantor Indebtedness then outstanding as required by the terms thereof,
or the Company determines not to apply such Net Cash Proceeds to the permanent
prepayment of such Senior Indebtedness or Senior Guarantor Indebtedness or if no
such Senior Indebtedness or Senior Guarantor Indebtedness is then outstanding,
then the Company may within 12 months of the Asset Sale, invest the Net Cash
Proceeds in other properties and assets that (as determined by the Board of Di-

                                      -34-

<PAGE>

rectors of the Company or the applicable Restricted Subsidiary) replace the
properties and assets that were the subject of the Asset Sale or in properties
and assets that will be used in the businesses of the Company or its Restricted
Subsidiaries as existing at such time or reasonably related thereto. The amount
of such Net Cash Proceeds neither used to permanently repay or prepay Senior
Indebtedness or Senior Guarantor Indebtedness nor used or invested as set forth
in this paragraph constitutes "Excess Proceeds."

               (c) When the aggregate amount of Excess Proceeds equals
$10,000,000 or more, the Company shall apply the Excess Proceeds to the
repayment of the Notes and any Pari Passu Indebtedness required to be
repurchased under the instrument governing such Pari Passu Indebtedness as
follows: (a) the Company shall make an offer to purchase (an "Offer") from all
holders of the Notes in accordance with the procedures set forth in this
Supplemental Indenture in the maximum principal amount (expressed as a multiple
of $1,000) of Notes that may be purchased out of an amount (the "Note Amount")
equal to the product of such Excess Proceeds multiplied by a fraction, the
numerator of which is the outstanding principal amount of the Notes, and the
denominator of which is the sum of the outstanding principal amount of the Notes
and such Pari Passu Indebtedness (subject to proration in the event such amount
is less than the aggregate Offered Price (as defined below) of all Notes
tendered) and (b) to the extent required by such Pari Passu Indebtedness to
permanently reduce the principal amount of such Pari Passu Indebtedness, the
Company shall make an offer to purchase or otherwise repurchase or redeem Pari
Passu Indebtedness (a "Pari Passu Offer") in an amount (the "Pari Passu Debt
Amount") equal to the excess of the Excess Proceeds over the Note Amount;
provided that in no event shall the Pari Passu Debt Amount exceed the principal
amount of such Pari Passu Indebtedness plus the amount of any premium required
to be paid to repurchase such Pari Passu Indebtedness. The offer price shall be
payable in cash in an amount equal to 100% of the principal amount of the Notes
plus accrued and unpaid interest, if any, to the date (the "Offer Date") such
Offer is consummated (the "Offered Price"), in accordance with the procedures
set forth in this Supplemental Indenture. To the extent that the aggregate
Offered Price of the Notes tendered pursuant to the Offer is less than the Note
Amount relating thereto or the aggregate amount of Pari Passu Indebtedness that
is purchased is less than the Pari Passu Debt Amount (the amount of such
shortfall, if any, constituting a "Deficiency"), the Company shall use such
Deficiency in the business of the Company and its Restricted Subsidiaries. Upon
completion of the purchase of all the Notes tendered pursuant to an Offer and
the purchase of the Pari Passu Indebtedness pursuant to a Pari Passu Offer, the
amount of Excess Proceeds, if any, shall be reset at zero.

                                      -35-

<PAGE>

               (d) If the Company becomes obligated to make an Offer pursuant
to clause (c) above, the Notes shall be purchased by the Company, at the option
of the holder thereof, in whole or in part in integral multiples of $1,000, on a
date that is not earlier than 45 days and not later than 60 days from the date
the notice is given to holders, or such later date as may be necessary for the
Company to comply with the requirements under the Exchange Act, subject to
proration in the event the Note Amount is less than the aggregate Offered Price
of all Notes tendered.

               (e) The Company shall comply with the applicable tender offer
rules, including Rule 14e-1 under the Exchange Act, and any other applicable
securities laws or regulations in connection with an Offer.

               (f) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under (i) Indebtedness as in effect on the date of this
Supplemental Indenture as such Indebtedness may be refinanced from time to time,
provided that such restrictions are no less favorable to the Holders of Notes
than those existing on the date of this Supplemental Indenture or (ii) any
Senior Indebtedness and any Senior Guarantor Indebtedness) that would materially
impair the ability of the Company to make an Offer to purchase the Notes or, if
such Offer is made, to pay for the Notes tendered for purchase.

               (g) The Company will not, and will not permit any Restricted
Subsidiary to, engage in any Asset Swaps, unless: (i) at the time of entering
into such Asset Swap, and immediately after giving effect to such Asset Swap, no
Default or Event of Default shall have occurred and be continuing or would occur
as a consequence thereof; (ii) in the event such Asset Swap involves an
aggregate amount in excess of $10,000,000, the terms of such Asset Swap have
been approved by a majority of the members of the board of directors of the
Company which determination shall include a determination that the Fair Market
Value of the assets being received in such swap are at least equal to the Fair
Market Value of the assets being swapped and (iii) in the event such Asset Swap
involves an aggregate amount in excess of $20,000,000, the Company has also
received a written opinion from an independent investment banking firm of
nationally recognized standing that such Asset Swap is fair to the Company or
such Restricted Subsidiary, as the case may be, from a financial point of view.

               (h) Subject to paragraphs (c) and (f) above, within 30 days after
the date on which the amount of Excess Proceeds equals or exceeds $10,000,000,
the Company shall send

                                      -36-

<PAGE>

or cause to be sent by first-class mail, postage prepaid, to the Trustee and to
each Holder of the Notes, at its address appearing in the Security Register, a
notice stating or including:

                   (1) that the Holder has the right to require the Company to
     repurchase, subject to proration, such Holder's Notes at the Offered Price;

                   (2) the Offer Date;

                   (3) the instructions a Holder must follow in order to have
     its Notes purchased in accordance with paragraph (c) of this Section; and

                   (4) (i) the most recently filed Annual Report on Form 10-K
     (including audited consolidated financial statements) of the Company, the
     most recent subsequently filed Quarterly Report on Form 10-Q and any
     Current Report on Form 8-K of the Company filed subsequent to such
     Quarterly Report, other than Current Reports describing Asset Sales
     otherwise described in the offering materials (or corresponding successor
     reports) (or in the event the Company is not required to prepare any of the
     foregoing Forms, the comparable information required pursuant to Section
     3.15), (ii) a description of material developments in the Company's
     business subsequent to the date of the latest of such Reports, (iii) if
     material, appropriate pro forma financial information, and (iv) such other
     information, if any, concerning the business of the Company which the
     Company in good faith believes will enable such Holders to make an informed
     investment decision.

               (i) Holders electing to have Notes purchased hereunder will be
required to surrender such Notes at the address specified in the notice at least
three Business Days prior to the Offer Date. Holders will be entitled to
withdraw their election to have their Notes purchased pursuant to this Section
3.9 if the Company receives, not later than three Business Days prior to the
Offer Date, a telegram, telex, facsimile transmission or letter setting forth
(1) the name of the Holder, (2) the certificate number of the Note in respect of
which such notice of withdrawal is being submitted, (3) the principal amount of
the Note (which shall be $1,000 or an integral multiple thereof) delivered for
purchase by the Holder as to which its election is to be withdrawn, (4) a
statement that such Holder is withdrawing its election to have such principal
amount of such Note purchased, and (5) the principal amount, if any, of such
Note (which shall be $1,000 or an integral multiple thereof) that remains
subject to the original notice of the Offer and that has been or will be
delivered for purchase by the Company.

                                      -37-

<PAGE>

          (j) The Company shall (i) not later than the Offer Date, accept for
payment Notes or portions thereof tendered pursuant to the Offer, (ii) not
later than 10:00 a.m. (New York time) on the Offer Date, deposit with the
Trustee or with a Paying Agent (or, if the Company is acting as its own Paying
Agent, segregate and hold in trust as provided in Section 4.8 of the Indenture)
an amount of money in same day funds (or New York Clearing House funds if such
deposit is made prior to the Offer Date) sufficient to pay the aggregate Offered
Price of all the Notes or portions thereof which are to be purchased on that
date and (iii) not later than the Offer Date, deliver to the Paying Agent (if
other than the Company) an Officers' Certificate stating the Notes or portions
thereof accepted for payment by the Company.

          Subject to applicable escheat laws, as provided in the Notes, the
Trustee and the Paying Agent shall return to the Company any cash that remains
unclaimed, together with interest, if any, thereon, held by them for the payment
of the Offering Price; provided, however, that, (x) to the extent that the
aggregate amount of cash deposited by the Company with the Trustee in respect of
an Offer exceeds the aggregate Offered Price of the Notes or portions thereof to
be purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business
Day following the Offer Date the Trustee shall return any such excess to the
Company together with interest or dividends, if any, thereon.

          (k) Notes to be purchased shall, on the Offer Date, become due and
payable at the Offered Price and from and after such date (unless the Company
shall default in the payment of the Offered Price) such Notes shall cease to
bear interest. Such Offered Price shall be paid to such Holder promptly
following the later of the Offer Date and the time of delivery of such Note to
the relevant Paying Agent at the office of such Paying Agent by the Holder
thereof in the manner required. Upon surrender of any such Note for purchase in
accordance with the foregoing provisions, such Note shall be paid by the Company
at the Offered Price; provided, however, that installments of interest whose
Stated Maturity is on or prior to the Offer Date shall be payable to the Holders
of such Notes, registered as such on the relevant record dates according to the
terms and the provisions of Section 2.12 of the Indenture and Section 2.3 of
this Supplemental Indenture; provided, further, that Notes to be purchased are
subject to proration in the event the Excess Proceeds are less than the
aggregate Offered Price of all Notes tendered for purchase, with such
adjustments as may be appropriate by the Trustee so that only Notes in
denominations of $1,000 or integral multiples thereof, shall be purchased. If
any Note tendered for purchase shall not be so paid upon surrender thereof by
deposit of funds with the Trustee or a Paying Agent in accordance with paragraph
(j) above, the principal thereof (and premium, if any, thereon) shall, until
paid, bear interest

                                      -38-

<PAGE>

from the Offer Date at the rate borne by such Note. Any Note that is to be
purchased only in part shall be surrendered to a Paying Agent at the office of
such Paying Agent (with, if the Company, the note registrar designated pursuant
to Section 4.2 of the Indenture or the Trustee so requires, due endorsement by,
or a written instrument of transfer in form satisfactory to the Company and the
note registrar or the Trustee duly executed by, the Holder thereof or such
Holder's attorney duly authorized in writing), and the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Note, without
service charge, one or more new Notes of any authorized denomination as
requested by such Holder in an aggregate principal amount equal to, and in
exchange for, the portion of the principal amount of the Note so surrendered
that is not purchased.

          SECTION 3.10. Limitation on Guarantees by Restricted Subsidiaries.
                        ---------------------------------------------------

          In the event the Company (i) organizes or acquires any Domestic
Restricted Subsidiary after the date of the Indenture that is not a Guarantor
and causes or permits such Restricted Subsidiary to, directly or indirectly,
guarantee the payment of any Indebtedness ("Other Indebtedness") of the Company
or any Guarantor or (ii) causes or permits any Foreign Restricted Subsidiary
that is not a Guarantor to, directly or indirectly, guarantee the payment of any
Other Indebtedness, then, in each case the Company shall cause such Restricted
Subsidiary to simultaneously execute and deliver a supplemental indenture to the
Indenture pursuant to which it will become a Guarantor under the Indenture;
provided, however, that in the event a Domestic Restricted Subsidiary is
acquired in a transaction in which a merger agreement is entered into, such
Domestic Restricted Subsidiary shall not be required to execute and deliver such
supplemental indenture until the consummation of the merger contemplated by any
such merger agreement; provided, further, that if such Other Indebtedness is (i)
Indebtedness that is ranked pari passu in right of payment with the Notes or the
Guarantees of such Restricted Subsidiary, as the case may be, the Guarantee of
such Restricted Subsidiary shall be pari passu in right of payment with the
guarantee of the Other Indebtedness; or (ii) Subordinated Indebtedness, the
Guarantees of such Restricted Subsidiary shall be senior in right of payment to
the guarantee of the Other Indebtedness (which guarantee of such Subordinated
Indebtedness shall provide that such guarantee is subordinated to the Guarantees
of such Subsidiary to the same extent and in the same manner as the Other
Indebtedness is subordinated to the Notes or the Guarantee of such Restricted
Subsidiary, as the case may be).

          If the Notes are defeased in accordance with the terms of Article Four
of this Supplemental Indenture, or if, subject to the requirements of Article
Six of this Supplemental

                                      -39-

<PAGE>

Indenture, all or substantially all of the assets of any Guarantor or all of the
Capital Stock of any Guarantor are sold (including by issuance or otherwise) by
the Company in a transaction constituting an Asset Sale, and if (x) the Net Cash
Proceeds from such Asset Sale are used in accordance with Section 3.9 or (y) the
Company delivers to the Trustee an Officers' Certificate to the effect that the
Net Cash Proceeds from such Asset Sale shall be used in accordance with Section
3.9 and within the time limits specified by such Section, then such Guarantor or
the Guarantors, as the case may be (in the event of a defeasance of the Notes or
sale or other disposition of all of the Capital Stock of such Guarantor), or the
corporation acquiring such assets (in the event of a sale or other disposition
of all or substantially all of the assets of such Guarantor) shall be released
and discharged of its Guarantee obligations in respect of the Indenture, the
Supplemental Indenture and the Notes.

          Any Guarantor that is designated an Unrestricted Subsidiary pursuant
to and in accordance with Section 3.14 shall upon such Designation be released
and discharged of its Guarantee obligations in respect of the Indenture, the
Supplemental Indenture and the Notes and any Unrestricted Subsidiary whose
Designation is revoked pursuant to Section 3.14 will be required to become a
Guarantor in accordance with Article Ten.

          In addition, a Guarantee of a Guarantor shall be released upon the
sale or transfer of all or substantially all of the assets or all of the Capital
Stock of such Guarantor; provided, that either (i) such sale or transfer
complies with the provisions set forth in Section 3.9 or (ii) such sale or
transfer need not comply with the provisions set forth in Section 3.9 because
the assets or Capital Stock so sold or transferred does not constitute an "Asset
Sale" by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

          SECTION 3.11.   Purchase of Notes upon a Change of Control.
                          ------------------------------------------

          (a) If a Change of Control shall occur at any time, then each Holder
of Notes shall have the right to require that the Company purchase such Holder's
Notes in whole or in part in integral multiples of $1,000, at a purchase price
(the "Change of Control Purchase Price") in cash in an amount equal to 101% of
the principal amount of such Notes, plus accrued and unpaid interest, if any, to
the date of purchase (the "Change of Control Purchase Date"), pursuant to the
offer described in subsection (b) of this Section (the "Change of Control
Offer") and in accordance with the procedures set forth in subsections (b), (c),
(d) and (e) of this Section.

          (b) Within 15 days following any Change of Control, the Company shall
notify the Trustee thereof and give written notice (a "Change of Control
Purchase Notice") of

                                      -40-

<PAGE>

such Change of Control to each Holder by first-class mail, postage prepaid, at
its address appearing in the Security Register stating or including:

               (1) that a Change of Control has occurred, the date of such
     event, and that such Holder has the right to require the Company to
     repurchase such Holder's Notes at the Change of Control Purchase Price;

               (2) the circumstances and relevant facts regarding such Change of
     Control (including but not limited to information with respect to pro forma
     historical income, cash flow and capitalization after giving effect to such
     Change of Control, if any);

               (3) (i) the most recently filed Annual Report on Form 10-K
     (including audited consolidated financial statements) of the Company, the
     most recent subsequently filed Quarterly Report on Form 10-Q, as
     applicable, and any Current Report on Form 8-K of the Company filed
     subsequent to such Quarterly Report (or in the event the Company is not
     required to prepare any of the foregoing Forms, the comparable information
     required to be prepared by the Company and any Guarantor pursuant to
     Section 3.15), (ii) a description of material developments in the Company's
     business subsequent to the date of the latest of such reports and (iii)
     such other information, if any, concerning the business of the Company
     which the Company in good faith believes will enable such Holders to make
     an informed investment decision;

               (4) that the Change of Control Offer is being made pursuant to
     this Section 3.11 and that all Notes properly tendered pursuant to the
     Change of Control Offer will be accepted for payment at the Change of
     Control Purchase Price;

               (5) the Change of Control Purchase Date, which shall be a
     Business Day no earlier than 30 days nor later than 60 days from the date
     such notice is mailed, or such later date as is necessary to comply with
     requirements under the Exchange Act;

               (6) the Change of Control Purchase Price;

               (7) the names and addresses of the Paying Agent and the offices
     or agencies referred to in Section 4.2 of the Indenture;

                                      -41-



<PAGE>

               (8) that Notes must be surrendered on or prior to the Change of
     Control Purchase Date to the Paying Agent at the office of the Paying Agent
     or to an office or agency referred to in Section 4.2 of the Indenture to
     collect payment;

               (9) that the Change of Control Purchase Price for any Note which
     has been properly tendered and not withdrawn will be paid promptly
     following the Change of Control Offer Purchase Date;

               (10) the procedures for withdrawing a tender of Notes and Change
     of Control Purchase Notice;

               (11) that any Note not tendered will continue to accrue interest;
     and

               (12) that, unless the Company defaults in the payment of the
     Change of Control Purchase Price, any Notes accepted for payment pursuant
     to the Change of Control Offer shall cease to accrue interest after the
     Change of Control Purchase Date.

          (c)  Upon receipt by the Company of the proper tender of Notes, the
Holder of the Note in respect of which such proper tender was made shall (unless
the tender of such Note is properly withdrawn) thereafter be entitled to receive
solely the Change of Control Purchase Price with respect to such Note. Upon
surrender of any such Note for purchase in accordance with the foregoing
provisions, such Note shall be paid by the Company at the Change of Control
Purchase Price; provided, however, that installments of interest whose Stated
Maturity is on or prior to the Change of Control Purchase Date shall be payable
to the Holders of such Notes registered as such on the relevant record dates
according to the terms and the provisions of Section 2.3. If any Note tendered
for purchase shall not be so paid upon surrender thereof, the principal thereof
(and premium, if any, thereon) shall, until paid, bear interest from the Change
of Control Purchase Date at the rate borne by such Note. Holders electing to
have Notes purchased will be required to surrender such Notes to the Paying
Agent at the address specified in the Change of Control Purchase Notice at least
two Business Days prior to the Change of Control Purchase Date. Any Note that is
to be purchased only in part shall be surrendered to a Paying Agent at the
office of such Paying Agent (with, if the note registrar designated pursuant to
Section 4.2 of the Indenture or the Trustee so requires, due endorsement by, or
a written instrument of transfer in form satisfactory to the Company and the
note registrar or the Trustee, as the case may be, duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing), and the Company
shall execute and the Trustee shall authenticate and deliver to the Holder of
such Note, without service charge, one or more new Notes of any authorized
denomination as requested by such Holder in an aggre-

                                      -42-

<PAGE>

gate principal amount equal to, and in exchange for, the portion of the
principal amount of the Note so surrendered that is not purchased.

          (d)  The Company shall (i) not later than the Change of Control
Purchase Date, accept for payment Notes or portions thereof tendered pursuant to
the Change of Control Offer, (ii) not later than 11:00 a.m. (New York time) on
the Change of Control Purchase Date, deposit with the Paying Agent an amount of
cash sufficient to pay the aggregate Change of Control Purchase Price of all the
Notes or portions thereof which are to be purchased as of the Change of Control
Purchase Date and (iii) not later than the Change of Control Purchase Date,
deliver to the Paying Agent an Officers' Certificate stating the Notes or
portions thereof accepted for payment by the Company. The Paying Agent shall
promptly mail or deliver to Holders of Notes so accepted payment in an amount
equal to the Change of Control Purchase Price of the Notes purchased from each
such Holder, and the Company shall execute and the Trustee shall promptly
authenticate and mail or deliver to such Holders a new Note equal in principal
amount to any unpurchased portion of the Note surrendered. Any Notes not so
accepted shall be promptly mailed or delivered by the Paying Agent at the
Company's expense to the Holder thereof. The Company will publicly announce the
results of the Change of Control Offer on the Change of Control Purchase Date.
For purposes of this Section 3.11, the Company shall choose a Paying Agent which
shall not be the Company.

          (e)  A Change of Control Purchase Notice may be withdrawn before or
after delivery by the Holder to the Paying Agent at the office of the Paying
Agent of the Note to which such Change of Control Purchase Notice relates, by
means of a written notice of withdrawal delivered by the Holder to the Paying
Agent at the office of the Paying Agent or to the office or agency referred to
in Section 4.2 of the Indenture to which the related Change of Control Purchase
Notice was delivered not later than three Business Days prior to the Change of
Control Purchase Date specifying, as applicable:

               (1) the name of the Holder;

               (2) the certificate number of the Note in respect of which such
     notice of withdrawal is being submitted;

               (3) the principal amount of the Note (which shall be $1,000 or an
     integral multiple thereof) delivered for purchase by the Holder as to which
     such notice of withdrawal is being submitted; and

                                      -43-

<PAGE>

               (4) the principal amount, if any, of such Note (which shall be
     $1,000 or an integral multiple thereof) that remains subject to the
     original Change of Control Purchase Notice and that has been or will be
     delivered for purchase by the Company.

          (f) Subject to applicable escheat laws, as provided in the Notes, the
Trustee and the Paying Agent shall return to the Company any cash that remains
unclaimed, together with interest or dividends, if any, thereon, held by them
for the payment of the Change of Control Purchase Price; provided, however,
that, (x) to the extent that the aggregate amount of cash deposited by the
Company pursuant to clause (ii) of paragraph (d) above exceeds the aggregate
Change of Control Purchase Price of the Notes or portions thereof to be
purchased, then the Trustee shall hold such excess for the Company and (y)
unless otherwise directed by the Company in writing, promptly after the Business
Day following the Change of Control Purchase Date the Trustee shall return any
such excess to the Company together with interest, if any, thereon.

          (g) The Company shall comply with the applicable tender offer rules,
including Rule 14e-1 under the Exchange Act, and any other applicable securities
laws or regulations in connection with a Change of Control Offer.

          (h) The Company will not, and will not permit any Subsidiary to,
create or permit to exist or become effective any restriction (other than
restrictions existing under Indebtedness as in effect on the date of this
Supplemental Indenture) that would materially impair the ability of the Company
to make a Change of Control Offer to purchase the Notes or, if such Change of
Control Offer is made, to pay for the Notes tendered for purchase.

          SECTION 3.12. Limitation on Restricted Subsidiary Capital Stock.
                        -------------------------------------------------

          The Company will not permit any Restricted Subsidiary of the Company
to issue any Capital Stock, except for:

          (i)  Capital Stock issued to and held by the Company or a Wholly Owned
     Restricted Subsidiary;

          (ii) Capital Stock issued by a Person prior to the time (A) such
     Person becomes a Restricted Subsidiary, (B) such Person merges with or into
     a Restricted Subsidiary or (C) a Restricted Subsidiary merges with or into
     such Person, provided that

                                      -44-

<PAGE>

     such Capital Stock was not issued or incurred by such Person in
     anticipation of the type of transaction contemplated by subclause (A), (B)
     or (C); and

          (iii)     Capital Stock issued or sold by a Restricted Subsidiary
     where, immediately after giving effect to such issuance or sale, such
     Restricted Subsidiary would no longer constitute a Restricted Subsidiary.

          SECTION 3.13. Limitation on Dividends and Other Payment Restrictions
                        ------------------------------------------------------
                        Affecting Restricted Subsidiaries.
                        ---------------------------------

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

          (i)   pay dividends or make any other distribution on its Capital
     Stock;

          (ii)  pay any Indebtedness owed to the Company or a Restricted
     Subsidiary;

          (iii) make any Investment in the Company or a Restricted Subsidiary;
     or

          (iv)  transfer any of its properties or assets to the Company or any
     Restricted Subsidiary, except

                (a) any encumbrance or restriction pursuant to an agreement in
          effect on the date of this Supplemental Indenture;

                (b) any encumbrance or restriction, with respect to a Restricted
          Subsidiary that was not a Restricted Subsidiary of the Company on the
          date of this Supplemental Indenture, in existence at the time such
          Person becomes a Restricted Subsidiary of the Company and, in the case
          of clauses (a) and (b), not incurred in connection with, or in
          contemplation of, such Person becoming a Restricted Subsidiary;

                (c) any encumbrance or restriction existing under any agreement
          that extends, renews, refinances or replaces the agreements containing
          the encumbrances or restrictions in the foregoing clauses (a) and (b),
          or in this clause (c), provided that the terms and conditions of any
          such encumbrances or restrictions are not materially less favorable to
          the holders of the Notes than

                                      -45-

<PAGE>

          those under or pursuant to the agreement evidencing the Indebtedness
          so extended, renewed, refinanced or replaced (except that an
          encumbrance or restriction that is not more restrictive than those set
          forth in this Supplemental Indenture shall in any event be permitted
          hereunder); and

                (d)  any encumbrance or restriction created pursuant to an asset
          sale agreement, stock sale agreement or similar instrument pursuant to
          which an Asset Sale permitted under Section 3.9 is to be consummated,
          so long as such restriction or encumbrance shall be effective only for
          a period from the execution and delivery of such agreement or
          instrument through a termination date not later than 270 days after
          such execution and delivery.

          SECTION 3.14.  Designation of Unrestricted Subsidiaries.
                         ----------------------------------------

          The Company may designate after the Issue Date any Subsidiary of the
Company as an "Unrestricted Subsidiary" under this Supplemental Indenture (a
"Designation") only if:

          (i)   no Default or Event of Default shall have occurred and be
     continuing at the time of or after giving effect to such Designation;

          (ii)  at the time of and after giving effect to such Designation, the
     Company could Incur $1.00 of additional Indebtedness (other than Permitted
     Indebtedness) under the Consolidated Fixed Charge Coverage Ratio of the
     first paragraph of Section 3.4(a); and

          (iii) the Company would be permitted to make an Investment (other than
     a Permitted Investment) at the time of Designation (assuming the
     effectiveness of such Designation) pursuant to Section 3.5(a) in an amount
     (the "Designation Amount") equal to the amount of the Company's Investment
     in such Subsidiary on such date.

          Neither the Company nor any Restricted Subsidiary shall at any time
(x) provide credit support for, subject any of its property or assets (other
than the Capital Stock of any Unrestricted Subsidiary) to the satisfaction of,
or guarantee, any Indebtedness of any Unrestricted Subsidiary (including any
undertaking, agreement or instrument evidencing such Indebtedness) or (y) be
directly or indirectly liable for any Indebtedness of any Unrestricted
Subsidiary. For purposes of the foregoing, the Designation of a Subsidiary of
the

                                      -46-

<PAGE>

Company as an Unrestricted Subsidiary shall be deemed to include the Designation
of all of the Subsidiaries of such Subsidiary.

          The Company may revoke any Designation of a Subsidiary as an
Unrestricted Subsidiary (a "Revocation") only if:

          (i)  no Default or Event of Default shall have occurred and be
     continuing at the time of and after giving effect to such Revocation; and

          (ii) all Liens and Indebtedness of such Unrestricted Subsidiary
     outstanding immediately following such Revocation would, if Incurred at
     such time, have been permitted to be Incurred for all purposes of the
     Indenture.

          All Designations and Revocations must be evidenced by resolutions of
the Board of Directors of the Company, delivered to the Trustee certifying
compliance with the foregoing provisions.

          SECTION 3.15. Provision of Financial Statements.
                        ---------------------------------

          Whether or not the Company is subject to Section 13(a) or 15(d) of the
Exchange Act, the Company will, to the extent permitted under the Exchange Act,
file with the Commission the annual reports, quarterly reports and other
documents which the Company would have been required to file with the Commission
pursuant to such Sections 13(a) or 15(d) if the Company were so subject, such
documents to be filed with the Commission on or prior to the respective dates
(the "Required Filing Dates") by which the Company would have been required so
to file such documents if the Company were so subject. The Company will also in
any event (x) within 15 days of each Required Filing Date (i) transmit by mail
to all Holders, as their names and addresses appear in the security register,
without cost to such Holders and (ii) file with the Trustee copies of the annual
reports, quarterly reports and other documents which the Company would have been
required to file with the Commission pursuant to Section 13(a) or 15(d) of the
Exchange Act if the Company were subject to such Sections and (y) if filing such
documents by the Company with the Commission is not permitted under the Exchange
Act, promptly upon written request and payment of the reasonable cost of
duplication and delivery, supply copies of such documents to any prospective
Holder at the Company's cost.

                                      -47-

<PAGE>

          SECTION 3.16. Statement by Officers as to Default.
                        -----------------------------------

          (a) The Company will deliver to the Trustee, on or before a date not
more than 60 days after the end of each fiscal quarter and not more than 120
days after the end of each fiscal year of the Company ending after the date
hereof, a written statement signed by two executive officers of the Company, one
of whom shall be the principal executive officer, principal financial officer or
principal accounting officer of the Company, stating whether or not, after a
review of the activities of the Company during such year or such quarter and of
the Company's performance under this Supplemental Indenture and the Indenture,
to the best knowledge, based on such review, of the signers thereof, the Company
has fulfilled all its obligations and is in compliance with all conditions and
covenants under this Supplemental Indenture and the Indenture throughout such
year or quarter, as the case may be, and, if there has been a Default specifying
each Default and the nature and status thereof.

          (b) When any Default or Event of Default has occurred and is
continuing, or if the Trustee or any Holder or the trustee for or the holder of
any other evidence of Indebtedness of the Company or any Restricted Subsidiary
gives any notice or takes any other action with respect to a claimed default
(other than with respect to Indebtedness in the principal amount of less than
$10,000,000), the Company shall deliver to the Trustee by registered or
certified mail or facsimile transmission followed by hard copy an Officers'
Certificate specifying such Default, Event of Default, notice or other action
within five Business Days of its occurrence.

          SECTION 3.17. Waiver of Certain Covenants.
                        ---------------------------

          The Company may omit in a particular instance to comply with any
covenant or condition set forth in Sections 3.1 through 3.15, if, before or
after the time for such compliance, the Holders of not less than a majority in
aggregate principal amount of the Notes at the time outstanding or shall, by Act
of such Holders, waive such compliance in such instance with such covenant or
condition, but no such waiver shall extend to or affect such covenant or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such covenant or condition shall remain in full force and
effect.

                                      -48-

<PAGE>

                                  ARTICLE FOUR

                     SATISFACTION AND DISCHARGE OF INDENTURE
                     ---------------------------------------

          The following provisions of this Article Four shall apply to the Notes
(but not with respect to any other series of Debt Securities) and shall replace
(solely with respect to the Notes and not with respect to any other series of
Debt Securities) in its entirety the provisions set forth in Article VI of the
Indenture.

          SECTION 4.1. Satisfaction and Discharge of Indenture.
                       ---------------------------------------

          This Supplemental Indenture and the Indenture (solely with respect to
the Notes and not with respect to any other series of Debt Securities) shall
cease to be of further effect (except as to surviving rights of registration of
transfer or exchange of the Notes herein expressly provided for) and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging satisfaction and discharge of this Supplemental
Indenture and the Indenture (solely with respect to the Notes and not with
respect to any other series of Debt Securities), when

          (a) either

                 (1)  all the Notes theretofore authenticated and delivered
          (other than (i) Notes which have been destroyed, lost or stolen and
          which have been replaced or paid as provided in Section 2.13 of the
          Indenture) or (ii) all Notes for whose payment United States dollars
          have 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, as provided in Section 4.8 of the
          Indenture) have been delivered to the Trustee cancelled or for
          cancellation; or

                 (2)  all such Notes not theretofore delivered to the Trustee
          cancelled or for cancellation (x) have become due and payable, (y)
          will become due and payable at their Stated Maturity within one year,
          or (z) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Company, and the Company or any Guarantor has irrevocably deposited or
          caused to be deposited with the Trustee in trust for such purpose an
          amount in United States dollars sufficient to pay and discharge the
          entire

                                      -49-

<PAGE>

          Indebtedness on the Notes not theretofore delivered to the Trustee
          cancelled or for cancellation, for the principal of, premium, if any,
          and accrued interest at such Stated Maturity or redemption date;

          (b) the Company or any Guarantor has paid or caused to be paid all
     other sums payable hereunder by the Company or any Guarantor; and

          (c) the Company has delivered to the Trustee an Officers' Certificate
     and an Opinion of Counsel stating that (i) all conditions precedent herein
     provided relating to the satisfaction and discharge of this Supplemental
     Indenture and the Indenture have been complied with and (ii) such
     satisfaction and discharge will not result in a breach or violation of, or
     constitute a default under, this Supplemental Indenture, the Indenture or
     any other material agreement or instrument to which the Company or any
     Guarantor is a party or by which the Company or any Guarantor is bound.

          Opinions of Counsel required to be delivered under this Section 4.1
may have qualifications customary for opinions of the type required and counsel
delivering such opinions of Counsel may rely on certificates of the Company or
government or other officials customary for opinions of the type required,
including certificates certifying as to matters of fact, including that various
financial covenants have been complied with.

          Notwithstanding the satisfaction and discharge of this Supplemental
Indenture and the Indenture, the obligations of the Company to the Trustee under
Section 11.2 of the Indenture and, if United States dollars shall have been
deposited with the Trustee pursuant to subclause (2) of Subsection (a) of this
Section 4.1, the obligations of the Trustee under Section 4.2 and Section 4.8 of
the Indenture shall survive.

          SECTION 4.2. Application of Trust Money.
                       --------------------------

          Subject to the provisions of Section 4.8 of the Indenture, all United
States dollars deposited with the Trustee pursuant to Section 4.1 shall be held
in trust and applied by it, in accordance with the provisions of the Notes, the
Indenture and this Supplemental Indenture, to the payment, either directly or
through any Paying Agent (including the Company acting as its own Paying Agent)
as the Trustee may determine, to the Persons entitled thereto, of the principal
of, premium, if any, and interest on the Notes for whose payment such United
States dollars have been deposited with the Trustee, but such money need not be
segregated from other funds except to the extent required by law or GAAP.

                                      -50-

<PAGE>

          SECTION 4.3. Termination of Company's Obligations.
                       ------------------------------------

          Subject to the provisions of Section 7.14 with respect to the creation
of the defeasance trust provided for in the following clause (i), the Company
may, provided that no Default or Event of Default has occurred and is continuing
or would arise therefrom (or, with respect to a Default or Event of Default
specified in Section 5.1(g) or (h), occurs at any time on or prior to the 91st
calendar day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 91st day)) and provided
that no default under any Senior Indebtedness would result therefrom, terminate
its and its Restricted Subsidiaries' substantive obligations in respect of
Article Three of this Supplemental Indenture (other than Sections 3.15 and 3.16)
and Article Four of the Indenture (other than Sections 4.1, 4.2, and 4.3) and
Article Six hereof and any Event of Default specified in Section 5.1(c) or (d)
by (i) depositing with the Trustee, under the terms of an irrevocable trust
agreement, money in United States dollars or United States Government
Obligations (or a combination thereof) sufficient (without reinvestment) to pay
all remaining Indebtedness on the Notes, (ii) delivering to the Trustee either
an Opinion of Counsel or a ruling directed to the Trustee from the United States
Internal Revenue Service to the effect that the Holders will not recognize
income, gain or loss for federal income tax purposes as a result of such deposit
and termination of obligations, (iii) delivering to the Trustee an Opinion of
Counsel to the effect that the Company's exercise of its option under this
Section 4.3 will not result in any of the Company, the Trustee or the trust
created by the Company's deposit of funds pursuant to this provision becoming or
being deemed to be an "investment company" under the Investment Company Act of
1940, as amended (the "Investment Company Act"), and (iv) delivering to the
Trustee an Officers' Certificate and an Opinion of Counsel each stating
compliance with all conditions precedent provided for herein. In addition,
subject to the provisions of Section 7.14 with respect to the creation of the
defeasance trust provided for in the following clause (i), the Company may,
provided that no Default or Event of Default has occurred and is continuing or
would arise therefrom (or, with respect to a Default or Event of Default
specified in Section 5.01(h) or (i), occurs at any time on or prior to the 91st
calendar day after the date of such deposit (it being understood that this
condition shall not be deemed satisfied until after such 91st day)) and provided
that no default under any Senior Indebtedness would arise therefrom, terminate
all of its and the Guarantors' substantive obligations in respect of the Notes
(including its obligations to pay the principal of and interest on the Notes and
the Guarantors' Guarantee thereof) by (i) depositing with the Trustee, under the
terms of an irrevocable trust agreement, money in United States dollars or
United States Government Obligations sufficient (without reinvestment) to pay
all remaining Indebtedness on the Notes, (ii) delivering to the Trustee either a
ruling directed to the Trustee from the United States Internal Revenue Service
to the effect

                                      -51-

<PAGE>

that the Holders of the Notes will not recognize income, gain or loss for
federal income tax purposes as a result of such deposit and termination of
obligations or an Opinion of Counsel addressed to the Trustee based upon such a
ruling or based on a change in the applicable Federal tax law since the date of
this Supplemental Indenture to such effect, (iii) delivering to the Trustee an
Opinion of Counsel to the effect that the Company's exercise of its option under
this Section 4.1 will not result in any of the Company, the Trustee or the trust
created by the Company's deposit of funds pursuant to this provision becoming or
being deemed to be an "investment company" under the Investment Company Act and
(iv) delivering to the Trustee an Officers' Certificate and an Opinion of
Counsel each stating compliance with all conditions precedent provided for
herein.

          Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.4, 2.6, 2.8, 2.9, 2.10, 2.12, 2.13, 4.1, 4.2, 11.2 and 11.6 of the
Indenture and Sections 4.4, 4.5 and 5.1 of this Supplemental Indenture shall
survive until the Notes are no longer outstanding. Thereafter, the Company's
obligations in Sections 4.4, 4.5 and 4.6 of this Supplemental Indenture shall
survive and Section 11.2 of the Indenture shall survive.

          After such delivery or irrevocable deposit and delivery of an
Officers' Certificate and Opinion of Counsel, the Trustee upon request shall
acknowledge in writing the discharge of the Company's and the Guarantors'
obligations under the Notes, this Supplemental Indenture and the Indenture
except for those surviving obligations specified above.

          The Company shall pay and indemnify the Trustee against any tax, fee
or other charge imposed on or assessed against the United States Government
Obligations deposited pursuant to this Section 4.3 or the principal and interest
received in respect thereof other than any such tax, fee or other charge which
by law is for the account of the Holders of outstanding Notes.

          SECTION 4.4. Application of Trust Money.
                       --------------------------

          The Trustee shall hold in trust money or United States Government
Obligations deposited with it pursuant to Section 4.3, and shall apply the
deposited money and the money from United States Government Obligations in
accordance with this Supplemental Indenture and the Indenture solely to the
payment of principal of and interest on the Notes.

                                      -52-

<PAGE>

          SECTION 4.5. Repayment to Company.
                       --------------------

          Subject to Section 11.2 of the Indenture and Section 4.3 of this
Supplemental Indenture, the Trustee shall promptly pay to the Company upon
written request any excess money held by it at any time. The Trustee shall pay
to the Company upon written request any money held by it for the payment of
principal or interest that remains unclaimed for two years; provided, however,
that the Trustee before being required to make any payment may 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 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 designates another person and all liability of the Trustee or Paying Agent
with respect to such money shall thereupon cease.

          SECTION 4.6. Reinstatement.
                       -------------

          If the Trustee is unable to apply any money or United States
Government Obligations in accordance with Section 4.3 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 and the Guarantors' obligations under this Supplemental Indenture, the
Indenture, the Notes and the Guarantees shall be revived and reinstated as
though no deposit had occurred pursuant to Section 4.3 until such time as the
Trustee is permitted to apply all such money or United States Government
Obligations in accordance with Section 4.3; provided, however, that if the
Company has made any payment of 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 Notes to receive such payment from the money or
United States Government Obligations held by the Trustee.

                                  ARTICLE FIVE

                                    REMEDIES

          The following provisions of this Article Five apply to the Notes (but
not with respect to any other series of Debt Securities) and shall replace in
its entirety Section 7.1 of

                                      -53-

<PAGE>

the Indenture. To the extent any provisions of this Article Five are
inconsistent or conflict with any provisions contained in Article Seven of the
Indenture the provisions of this Article Five shall govern with respect to the
Notes (but not with respect to any other series of Debt Securities).

          SECTION 5.1. Events of Default.
                       -----------------

          Whenever used herein or in the Indenture, an "Event of Default" means
any one of the following events (whatever the reason for such Event of Default
and whether it shall be occasioned by the provisions of Article Seven or be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

          (a) there shall be a default in the payment of any interest on any
     Note when it becomes due and payable, and such default shall continue for a
     period of 30 days;

          (b) there shall be a default in the payment of the principal of (or
     premium, if any, on) any Note at its Maturity (upon acceleration, optional
     or mandatory redemption, required repurchase or otherwise);

          (c) (i) there shall be a default in the performance, or breach, of any
     covenant or agreement of the Company or any Guarantor under the Indenture
     or this Supplemental Indenture (other than a default in the performance, or
     breach, of a covenant or agreement which is specifically dealt with in
     clause (a) or (b) or in clauses (ii), (iii) and (iv) of this clause (c))
     and such default or breach shall continue for a period of 30 days after
     written notice has been given, by certified mail, (x) to the Company by the
     Trustee or (y) to the Company and the Trustee by the holders of at least
     25% in aggregate principal amount of the outstanding Notes, specifying such
     default or breach and requiring it to be remedied and stating that such
     notice is a "Notice of Default" hereunder; (ii) there shall be a default in
     the performance or breach of the provisions of Article Six; (iii) the
     Company shall have failed to make or consummate an Offer in accordance with
     the provisions of Section 3.9; or (iv) the Company shall have failed to
     make or consummate a Change of Control Offer in accordance with the
     provisions of Section 3.11;

          (d) one or more defaults shall have occurred under any agreements,
     indentures or instruments under which the Company, any Guarantor or any
     Subsidiary then has outstanding Indebtedness in excess of $10,000,000 in
     the aggregate and, if not al-

                                      -54-

<PAGE>

     ready matured at its final maturity in accordance with its terms, such
     Indebtedness shall have been accelerated;

          (e) any Guarantee shall for any reason cease to be, or be asserted in
     writing by any Guarantor or the Company not to be, in full force and effect
     and enforceable in accordance with its terms, except to the extent
     contemplated by the Indenture, this Supplemental Indenture and any such
     Guarantee;

          (f) one or more judgments, orders or decrees for the payment of money
     in excess of $15,000,000 either individually or in the aggregate (net of
     amounts covered by insurance, bond, surety or similar instrument), shall be
     entered against the Company, any Guarantor, any Subsidiary or any of their
     respective properties and shall not be discharged and either (a) any
     creditor shall have commenced an enforcement proceeding upon such judgment,
     order or decree or (b) there shall have been a period of 60 consecutive
     days during which a stay of enforcement of such judgment or order, by
     reason of an appeal or otherwise, shall not be in effect;

          (g) any holder or holders of at least $10,000,000 in aggregate
     principal amount of Indebtedness of the Company, any Guarantor or any
     Subsidiary after a default under such Indebtedness shall notify the Trustee
     of the intended sale or disposition of any assets of the Company, any
     Guarantor or any Subsidiary that have been pledged to or for the benefit of
     such holder or holders to secure such Indebtedness or shall commence
     proceedings, or take any action (including by way of set-off), to retain in
     satisfaction of such Indebtedness or to collect on, seize, dispose of or
     apply in satisfaction of Indebtedness, assets of the Company, any Guarantor
     or any Subsidiary (including funds on deposit or held pursuant to lock-box
     and other similar arrangements);

          (h) there shall have been the entry by a court of competent
     jurisdiction of (i) a decree or order for relief in respect of the Company,
     any Guarantor or any Subsidiary in an involuntary case or proceeding under
     any applicable Bankruptcy Law or (ii) a decree or order adjudging the
     Company, any Guarantor or any Subsidiary bankrupt or insolvent, or seeking
     reorganization, arrangement, adjustment or composition of or in respect of
     the Company, any Guarantor or any Subsidiary under any applicable federal
     or state law, or appointing a custodian, receiver, liquidator, assignee,
     trustee, sequestrator (or other similar official) of the Company, any
     Guarantor or any Subsidiary or of any substantial part of their respective
     properties, or ordering the winding up or liquidation of their affairs, and
     any such decree or order for relief shall continue to

                                      -55-

<PAGE>

     be in effect, or any such other decree or order shall be unstayed and in
     effect, for a period of 60 consecutive days; or

          (i) (i) the Company, any Guarantor or any Subsidiary commences a
     voluntary case or proceeding under any applicable Bankruptcy Law or any
     other case or proceeding to be adjudicated bankrupt or insolvent, (ii) the
     Company, any Guarantor or any Subsidiary consents to the entry of a decree
     or order for relief in respect of the Company, any Guarantor or such
     Subsidiary in an involuntary case or proceeding under any applicable
     Bankruptcy Law or to the commencement of any bankruptcy or insolvency case
     or proceeding against it, (iii) the Company, any Guarantor or any
     Subsidiary files a petition or answer or consent seeking reorganization or
     relief under any applicable federal or state law, (iv) the Company, any
     Guarantor or any Subsidiary (1) consents to the filing of such petition or
     the appointment of, or taking possession by, a custodian, receiver,
     liquidator, assignee, trustee, sequestrator or similar official of the
     Company, any Guarantor or such Subsidiary or of any substantial part of
     their respective properties, (2) makes an assignment for the benefit of
     creditors or (3) admits in writing its inability to pay its debts generally
     as they become due, or (v) the Company, any Guarantor or any Subsidiary
     takes any corporate action in furtherance of any such actions in this
     paragraph (i).

          The Company shall deliver to the Trustee within five days after the
occurrence thereof, written notice, in the form of an Officers' Certificate, of
any Default, its status and what action the Company is taking or proposes to
take with respect thereto.

          SECTION 5.2. Acceleration of Maturity; Rescission and Annulment.
                       --------------------------------------------------

          If an Event of Default (other than an Event of Default specified in
Sections 5.1(h) and (i)) shall occur and be continuing, the Trustee or the
Holders of not less than 25% in aggregate principal amount of the Notes then
outstanding may, and the Trustee at the request of the Holders of not less than
25% in aggregate principal amount of the Notes then outstanding shall, declare
all unpaid principal of, premium, if any, and accrued interest on all the Notes
to be due and payable immediately, by a notice in writing to the Company (and to
the Trustee if given by the Holders of the Notes); provided that so long as the
Credit Agreement is in effect, such declaration shall not become effective until
the earlier of (a) five Business Days after receipt of such notice of
acceleration from the Holders or the Trustee by the agent under the Credit
Agreement or (b) acceleration of the Indebtedness under the Credit Agreement.

                                      -56-

<PAGE>

Thereupon such principal shall become immediately due and payable, and the
Trustee may, at its discretion, proceed to protect and enforce the rights of the
holders of Notes by appropriate judicial proceeding. If an Event of Default
specified in clause (h) or (i) of Section 5.1 occurs and is continuing, then all
the Notes shall ipso facto become and be immediately due and payable, in an
amount equal to the principal amount of the Notes, together with accrued and
unpaid interest, if any, to the date the Notes become due and payable, without
any declaration or other act on the part of the Trustee or any Holder. The
Trustee or, if notice of acceleration is given by the Holders, the Holders shall
give notice to the agent under the Credit Agreement of any such acceleration.

               At any time after such declaration of acceleration has been made
but before a judgment or decree for payment of the money due has been obtained
by the Trustee as hereinafter in this Article provided, the Holders of a
majority in aggregate principal amount of the Notes outstanding, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

               (a) the Company has paid or deposited with the Trustee a sum
     sufficient to pay

                   (i)   all sums paid or advanced by the Trustee under Section
               11.2 of the Indenture and the reasonable compensation, expenses,
               disbursements and advances of the Trustee, its agents and
               counsel,

                   (ii)  all overdue interest on all Notes, and

                   (iii) to the extent that payment of such interest is lawful,
               interest upon overdue interest at the rate borne by the Notes;

               (b) all Events of Default, other than the non-payment of
     principal of the Notes which have become due solely by such declaration of
     acceleration, have been cured or waived as provided in Section 7.5 of the
     Indenture; and

               (c) the rescission will not conflict with any judgment or decree.

               No such rescission shall affect any subsequent Default or impair
any right consequent thereon.

                                      -57-

<PAGE>

                                   ARTICLE SIX

                             CONSOLIDATION, MERGER,
                          CONVEYANCE, TRANSFER OR LEASE
                          -----------------------------

               The following provisions of this Article Six apply to the Notes
(but not with respect to any other series of Debt Securities) and shall replace
in its entirety Section 10.1 of the Indenture as it applies to the Notes (but
not with respect to any other series of Debt Securities).

               SECTION 6.1. Company or Any Guarantor May Consolidate, etc., Only
                            ----------------------------------------------------
                            on Certain Terms.
                            ----------------

               (a)  The Company shall not, in a single transaction or through a
series of related transactions, consolidate with or merge with or into any other
Person or sell, assign, convey, transfer, lease or otherwise dispose of all or
substantially all of its properties and assets as an entirety to any Person or
group of affiliated Persons, or permit any of its Restricted Subsidiaries to
enter into any such transaction or transactions if such transaction or
transactions, in the aggregate, would result in a sale, assignment, conveyance,
transfer, lease or disposal of all or substantially all of the properties and
assets of the Company and its Restricted Subsidiaries on a Consolidated basis to
any other Person or group of affiliated Persons, unless at the time and after
giving effect thereto:

               (i)  either (a) the Company shall be the 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, conveyance, transfer, lease or disposition of all or
     substantially all of the properties and assets of the Company and its
     Restricted Subsidiaries on a Consolidated basis (the "Surviving Entity")
     shall be a corporation duly organized and validly existing under the laws
     of the United States of America, any state thereof or the District of
     Columbia and such Person assumes, by a supplemental indenture in a form
     reasonably satisfactory to the Trustee, all the obligations of the Company
     under the Notes, the Indenture and this Supplemental Indenture shall remain
     in full force and effect;

               (ii) immediately before and immediately after giving effect to
     such transaction, no Default or Event of Default shall have occurred and be
     continuing;

                                      -58-



<PAGE>

               (iii)  immediately after giving effect to such transaction on a
     pro forma basis, the Consolidated Net Worth of the Company (or the
     Surviving Entity if the Company is not the continuing obligor under this
     Supplemental Indenture and the Indenture) is equal to or greater than the
     Consolidated Net Worth of the Company immediately prior to such
     transaction;

               (iv)   immediately before and immediately after giving effect to
     such transaction on a pro forma basis (on the assumption that the
     transaction occurred on the first day of the four-quarter period
     immediately prior to the consummation of such transaction with the
     appropriate adjustments with respect to the transaction being included in
     such pro forma calculation), the Company (or the Surviving Entity if the
     Company is not the continuing obligor under the Indenture and this
     Supplemental Indenture) could incur $1.00 of additional Indebtedness under
     Section 3.4 (other than Permitted Indebtedness);

               (v)    each Guarantor, if any, unless it is the other party to
     the transactions described above, shall have by supplemental indenture
     confirmed that its Guarantee shall apply to such Person's obligations under
     the Indenture, this Supplemental Indenture and the Notes;

               (vi)   if any of the property or assets of the Company or any of
     its Restricted Subsidiaries would thereupon become subject to any Lien, the
     provisions of Section 3.8 are complied with; and

               (vii)  the Company or the Surviving Entity shall have delivered,
     or caused to be delivered, to the Trustee, in form and substance reasonably
     satisfactory to the Trustee, an Officers' Certificate and an Opinion of
     Counsel, each to the effect that such consolidation, merger, transfer,
     sale, assignment, conveyance, lease or other transaction and the
     supplemental indenture in respect thereto comply with the Indenture and
     this Supplemental Indenture and that all conditions precedent therein or
     herein provided for relating to such transaction have been complied with.

               (b)    Each Guarantor shall not, and the Company will not permit
a Guarantor to, in a single transaction or through a series of related
transactions, merge or consolidate with or into any other corporation (other
than the Company or any other Guarantor) or other entity, or sell, assign,
convey, transfer, lease or otherwise dispose of all or substantially all of its
properties and assets on a consolidated basis to any entity (other than the
Company or any other Guarantor) unless at the time and after giving effect
thereto:

                                      -59-

<PAGE>

               (i)   either (1) such Guarantor shall be the continuing
     corporation or partnership or (2) the entity (if other than such Guarantor)
     formed by such consolidation or into which such Guarantor is merged or the
     entity which acquires by sale, assignment, conveyance, transfer, lease or
     disposition the properties and assets of such Guarantor shall be a
     corporation duly organized and validly existing under the laws of the
     United States, any state thereof or the District of Columbia and shall
     expressly assume by an indenture supplemental hereto, executed and
     delivered to the Trustee, in a form reasonably satisfactory to the Trustee,
     all the obligations of such Guarantor under its Guarantee, the Indenture
     and this Supplemental Indenture;

               (ii)  immediately before and immediately after giving effect to
     such transaction, no Default or Event of Default shall have occurred and be
     continuing; and

               (iii) such Guarantor shall have delivered to the Trustee an
     Officers' Certificate and an Opinion of Counsel in form and substance
     reasonably satisfactory to the Trustee, each stating that such
     consolidation, merger, sale, assignment, conveyance, transfer, lease or
     disposition and such supplemental indenture comply with the Indenture and
     this Supplemental Indenture, and thereafter all obligations of the
     predecessor shall terminate.

               The provisions of this Section 6.1(b) shall not apply to any
transaction (including any Asset Sale made in accordance with Section 3.9) with
respect to any Guarantor (i) if the Guarantee of such Guarantor is released in
connection with such transaction in accordance with the last sentence of Section
3.10 or (ii) if such transaction need not comply with the provisions set forth
in Section 3.9 because the properties or assets so sold, assigned, conveyed,
transferred, leased or otherwise disposed of do not constitute an "Asset Sale"
by operation of the provisions of clause (y) of the last sentence of the
definition of Asset Sale.

               SECTION 6.2. Successor Substituted.
                            ---------------------

               Upon any consolidation or merger, or any sale, assignment,
conveyance, transfer, lease or disposition of all or substantially all of the
properties and assets of the Company or any Guarantor (except, in the case of a
Guarantor, pursuant to a transaction set forth in the last paragraph of Section
6.1 (b)) in accordance with Section 6.1, the successor Person formed by such
consolidation or into which the Company or such Guarantor, as the case may be,
is merged or the successor Person to which such sale, assignment, conveyance,
transfer, lease or disposition is made shall succeed to, and be substituted for,
and may exercise every right and power of, the Company or such Guarantor, as the
case may be, under this Supplemental Inden-

                                      -60-

<PAGE>

ture, the Indenture, the Notes and/or the Guarantees, as the case may be, with
the same effect as if such successor had been named as the Company or such
Guarantor, as the case may be, herein, in the Notes and/or in the Guarantees, as
the case may be. When a successor assumes all the obligations of its predecessor
under the Indenture and this Supplemental Indenture, the Notes or a Guarantee,
as the case may be, the predecessor shall be released from those obligations;
provided that in the case of a transfer by lease, the predecessor shall not be
released from the payment of principal and interest on the Notes or a Guarantee,
as the case may be.

                                  ARTICLE SEVEN

                             SUBORDINATION OF NOTES
                             -----------------------

               SECTION 7.1. Notes Subordinated to Senior Indebtedness.
                            -----------------------------------------

               The Company covenants and agrees, and the Trustee and each Holder
of the Notes by his acceptance thereof likewise covenant and agree, that all
Notes shall be issued subject to the provisions of this Article Seven; and each
person holding any Note, whether upon original issue or upon transfer,
assignment or exchange thereof, accepts and agrees that all payments of the
principal of and interest on the Notes by the Company shall, to the extent and
in the manner set forth in this Article Seven, be subordinated and junior in
right of payment to the prior payment in full in cash of all amounts payable
under Senior Indebtedness.

               SECTION 7.2. No Payment on Notes in Certain Circumstances.
                            --------------------------------------------

               (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities and excluding any payment from funds
held in trust for the benefit of Holders pursuant to Article Four of this
Supplemental Indenture (a "Defeasance Trust Payment")) by or on behalf of the
Company of principal of, premium if, any, or interest on the Notes, whether
pursuant to the terms of the Notes, upon acceleration, pursuant to an Offer, a
Change of Control Offer or otherwise, shall be made if, at the time of such
payment, there exists a default in the payment of all or any portion of the
obligations on any Designated Senior Indebtedness, whether at maturity, on
account of mandatory redemption or prepayment, acceleration or otherwise, and
such default shall not have been cured or waived or the benefits of this
sentence waived by or on behalf of the holders of such Designated Senior
Indebtedness. In addition, during the continuance of any non-payment event of
default with respect to any Designated Senior Indebtedness pursuant to which the
maturity thereof may be immediately

                                      -61-

<PAGE>

accelerated, and upon receipt by the Trustee of written notice (a "Payment
Blockage Notice" ) from the holder or holders of such Designated Senior
Indebtedness or the trustee or agent acting on behalf of the holders of such
Designated Senior Indebtedness, then, unless and until such event of default has
been cured or waived or has ceased to exist or such Designated Senior
Indebtedness has been discharged or repaid in full in cash or the benefits of
these provisions have been waived by the holders of such Designated Senior
Indebtedness, no direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities and excluding any Defeasance Trust
Payment) shall be made by or on behalf of the Company of principal of, premium,
if any, or interest on the Notes, to such Holders, during a period (a "Payment
Blockage Period") commencing on the date of receipt of such notice by the
Trustee and ending 179 days thereafter.

               Notwithstanding anything herein or in the Notes to the contrary,
(x) in no event shall a Payment Blockage Period extend beyond 179 days from the
date the Payment Blockage Notice in respect thereof was given, (y) there shall
be a period of at least 181 consecutive days in each 360-day period when no
Payment Blockage Period is in effect and (z) not more than one Payment Blockage
Period may be commenced with respect to the Notes during any period of 360
consecutive days. No event of default that existed or was continuing on the date
of commencement of any Payment Blockage Period with respect to the Designated
Senior Indebtedness initiating such Payment Blockage Period (to the extent the
holder of Designated Senior Indebtedness, or trustee or agent, giving notice
commencing such Payment Blockage Period had knowledge of such existing or
continuing event of default) may be, or be made, the basis for the commencement
of any other Payment Blockage Period by the holder or holders of such Designated
Senior Indebtedness or the trustee or agent acting on behalf of such Designated
Senior Indebtedness, whether or not within a period of 360 consecutive days,
unless such event of default has been cured or waived for a period of not less
than 90 consecutive days.

               (b) In the event that, notwithstanding the foregoing, the Company
shall have made payment to the Trustee or any Holder when such payment is
prohibited by Section 7.2(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered by the Trustee (if the Notice
required by Section 7.6 has been received by the Trustee) or the Holder to, the
holders of Designated Senior Indebtedness or their respective representatives,
or to the trustee or trustees under any indenture pursuant to which any of such
Designated Senior Indebtedness may have been issued, as their respective
interests may appear, but only to the extent that, upon notice from the Trustee
to the holders of Designated Senior Indebtedness that such prohibited payment
has been made, the holders of the Designated Senior

                                      -62-

<PAGE>

Indebtedness (or their representative or representatives or a trustee or
trustees) notify the Trustee in writing of the amounts then due and owing on the
Designated Senior Indebtedness, if any, and only the amounts specified in such
notice to the Trustee shall be paid to the holders of Designated Senior
Indebtedness.

               SECTION 7.3. Payment Over of Proceeds upon Dissolution, etc.
                            ----------------------------------------------

               (a) Upon any payment or distribution of assets or securities of
the Company of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities and
excluding any Defeasance Trust Payment), upon any dissolution or winding-up or
total liquidation or reorganization of the Company, whether voluntary or
involuntary or in bankruptcy, insolvency, receivership or other proceedings, all
Senior Indebtedness shall first be paid in full in cash before the Holders of
the Notes or the Trustee on behalf of such Holders shall be entitled to receive
any payment by the Company of the principal of, premium, if any, or interest on
the Notes, or any payment by the Company to acquire any of the Notes for cash,
property or securities, or any distribution with respect to the Notes of any
cash, property or securities (excluding any payment or distribution of Permitted
Junior Securities and excluding any Defeasance Trust Payment). Before any
payment may be made by, or on behalf of, the Company of the principal of,
premium, if any, or interest on the Notes upon any such dissolution or
winding-up or total liquidation or reorganization, any payment or distribution
of assets or securities of the Company of any kind or character, whether in
cash, property or securities (excluding any payment or distribution of Permitted
Junior Securities and excluding any Defeasance Trust Payment), to which the
Holders of the Notes or the Trustee on their behalf would be entitled, but for
the subordination provisions of the Indenture and this Supplemental Indenture,
shall be made by the Company or by any receiver, trustee in bankruptcy,
liquidation trustee, agent or other Person making such payment or distribution,
directly to the holders of the Senior Indebtedness (pro rata to such holders on
the basis of the respective amounts of Senior Indebtedness held by such holders)
or their representatives or to the trustee or trustees or agent or agents under
any agreement or indenture pursuant to which any of such Senior Indebtedness may
have been issued, as their respective interests may appear, to the extent
necessary to pay all such Senior Indebtedness in full in cash after giving
effect to any prior or concurrent payment, distribution or provision therefor to
or for the holders of such Senior Indebtedness.

               (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of the Company of any kind or character, whether in cash, property
or securities (excluding any payment

                                      -63-

<PAGE>

or distribution of Permitted Junior Securities and excluding any Defeasance
Trust Payment), shall be paid by the Company to the Trustee or any Holder of
Notes at a time when such payment or distribution is prohibited by Section
7.3(a) and before all obligations in respect of Senior Indebtedness are paid in
full in cash, such payment or distribution shall be received and held in trust
for the benefit of, and shall be paid over or delivered by the Trustee (if the
Notice required by Section 7.6 has been received by the Trustee) or the Holder
to, the holders of Senior Indebtedness (pro rata to such holders on the basis of
the respective amounts of Senior Indebtedness held by such holders) or their
respective representatives, or to the trustee or trustees or agent or agents
under any indenture pursuant to which any of such Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of Senior Indebtedness remaining unpaid until all such Senior
Indebtedness has been paid in full in cash after giving effect to any prior or
concurrent payment, distribution or provision therefor to or for the holders of
such Senior Indebtedness.

               The consolidation of the Company with, or the merger of the
Company with or into, another corporation or the liquidation or dissolution of
the Company following the conveyance or transfer of its property as an entirety,
or substantially as an entirety, to another corporation upon the terms and
conditions provided in Article Six shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 7.3
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Six.

               SECTION 7.4. Subrogation.
                            -----------

               Upon the payment in full in cash of all Senior Indebtedness, or
provision for payment, the Holders of the Notes shall be subrogated to the
rights of the holders of Senior Indebtedness to receive payments or
distributions of cash, property or securities of the Company made on such Senior
Indebtedness until the principal of and interest on the Notes shall be paid in
full in cash; and, for the purposes of such subrogation, no payments or
distributions to the holders of the Senior Indebtedness of any cash, property or
securities to which the Holders of the Notes or the Trustee on their behalf
would be entitled except for the provisions of this Article Seven, and no
payment over pursuant to the provisions of this Article Seven to the holders of
Senior Indebtedness by Holders of the Notes or the Trustee on their behalf
shall, as between the Company, its creditors other than holders of Senior
Indebtedness, and the Holders of the Notes, be deemed to be a payment by the
Company to or on account of the Senior Indebtedness. It is understood that the
provisions of this Article Seven are and are in-

                                      -64-

<PAGE>

tended solely for the purpose of defining the relative rights of the Holders of
the Notes, on the one hand, and the holders of the Senior Indebtedness, on the
other hand.

          If any payment or distribution to which the Holders of the Notes would
otherwise have been entitled but for the provisions of this Article Seven shall
have been applied, pursuant to the provisions of this Article Seven, to the
payment of all amounts payable under Senior Indebtedness, then and in such case,
the Holders of the Notes shall be entitled to receive from the holders of such
Senior Indebtedness any payments or distributions received by such holders of
Senior Indebtedness in excess of the amount required to make payment in full in
cash of such Senior Indebtedness.

          SECTION 7.5.   Obligations of Company Unconditional.
                         ------------------------------------

          Nothing contained in this Article Seven or elsewhere in the Indenture,
this Supplemental Indenture or in the Notes is intended to or shall impair, as
among the Company and the Holders of the Notes, the obligation of the Company,
which is absolute and unconditional, to pay to the Holders of the Notes the
principal of and interest on the Notes as and when the same shall become due and
payable in accordance with their terms, or is intended to or shall affect the
relative rights of the Holders of the Notes and creditors of the Company other
than the holders of the Senior Indebtedness, nor shall anything herein or
therein prevent the Holder of any Note or the Trustee on their behalf from
exercising all remedies otherwise permitted by applicable law upon default under
the Indenture and this Supplemental Indenture, subject to the rights, if any,
under this Article Seven of the holders of the Senior Indebtedness in respect of
cash, property or securities of the Company received upon the exercise of any
such remedy.

          Without limiting the generality of the foregoing, nothing contained in
this Article Seven shall restrict the right of the Trustee or the Holders of
Notes to take any action to declare the Notes to be due and payable prior to
their stated maturity pursuant to Section 5.1 or to pursue any rights or
remedies hereunder; provided, however, that all Senior Indebtedness then due and
payable shall first be paid in full in cash before the Holders of the Notes or
the Trustee are entitled to receive any direct or indirect payment from the
Company of principal of or interest on the Notes.

          SECTION 7.6.   Notice to Trustee.
                         -----------------

          The Company shall give prompt written notice to the Trustee of any
fact known to the Company which would prohibit the making of any payment to or
by the Trustee

                                      -65-

<PAGE>

in respect of the Notes pursuant to the provisions of this Article Seven. The
Trustee shall not be charged with knowledge of the existence of any event of
default with respect to any Senior Indebtedness or of any other facts which
would prohibit the making of any payment to or by the Trustee unless and until
the Trustee shall have received notice in writing to that effect signed by an
Officer of the Company, or by a holder of Senior Indebtedness or trustee or
agent therefor; and prior to the receipt of any such written notice, the Trustee
shall, subject to Article Eleven of the Indenture, be entitled to assume that no
such facts exist; provided, however, that if the Trustee shall not have received
the notice provided for in this Section 7.6 at least two Business Days prior to
the date upon which by the terms of the Indenture and this Supplemental
Indenture any moneys shall become payable for any purpose (including, without
limitation, the payment of the principal of or interest on any Note), then,
regardless of anything herein to the contrary, the Trustee shall have full power
and authority to receive any moneys from the Company and to apply the same to
the purpose for which they were received, and shall not be affected by any
notice to the contrary which may be received by it on or after such prior date.
Nothing contained in this Section 7.6 shall limit the right of the holders of
Senior Indebtedness to recover payments as contemplated by Section 7.3. The
Trustee shall be entitled to rely on the delivery to it of a written notice by a
Person representing himself or itself to be a holder of any Senior Indebtedness
(or a trustee on behalf of, or other representative of, such holder) to
establish that such notice has been given by a holder of such Senior
Indebtedness or a trustee or representative on behalf of any such holder.

          In the event that the Trustee determines in good faith that any
evidence is required with respect to the right of any Person as a holder of
Senior Indebtedness to participate in any payment or distribution pursuant to
this Article Seven, the Trustee may request such Person to furnish evidence to
the reasonable satisfaction of the Trustee as to the amount of Senior
Indebtedness held by such Person, the extent to which such Person is entitled to
participate in such payment or distribution and any other facts pertinent to the
rights of such Person under this Article Seven, and if such evidence is not
furnished, the Trustee may defer any payment to such Person pending judicial
determination as to the right of such Person to receive such payment.

          SECTION 7.7.   Reliance on Judicial Order or Certificate of
                         --------------------------------------------
                         Liquidating Agent.
                         ------------------

          Upon any payment or distribution of assets or securities referred to
in this Article Seven, the Trustee and the Holders of the Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction in which bankruptcy, dissolution, wind-

                                      -66-

<PAGE>

ing-up, liquidation or reorganization proceedings are pending, or upon a
certificate of the receiver, trustee in bankruptcy, liquidating trustee, agent
or other person making such payment or distribution, delivered to the Trustee or
to the Holders of the Notes for the purpose of ascertaining the persons entitled
to participate in such distribution, the holders of the Senior Indebtedness and
other indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article Seven.

          SECTION 7.8.   Trustee's Relation to Senior Indebtedness.
                         -----------------------------------------

          The Trustee and any Paying Agent shall be entitled to all the rights
set forth in this Article Seven with respect to any Senior Indebtedness which
may at any time be held by it in its individual or any other capacity to the
same extent as any other holder of Senior Indebtedness, and nothing in the
Indenture or this Supplemental Indenture shall deprive the Trustee or any Paying
Agent of any of its rights as such holder.

          With respect to the holders of Senior Indebtedness, the Trustee
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Seven, and no implied covenants or
obligations with respect to the holders of Senior Indebtedness shall be read
into the Indenture or this Supplemental Indenture against the Trustee. The
Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior
Indebtedness (except as provided in Section 7.3(b)). The Trustee shall not be
liable to any such holders if the Trustee shall in good faith mistakenly pay
over or distribute to Holders of Notes or to the Company or to any other person
cash, property or securities to which any holders of Senior Indebtedness shall
be entitled by virtue of this Article Seven or otherwise.

          SECTION 7.9.   Subordination Rights Not Impaired by Acts or Omissions
                         ------------------------------------------------------
                         of the Company or Holders of Senior Indebtedness.
                         -------------------------------------------------

          No right of any present or future holders of any Senior Indebtedness
to enforce subordination as provided herein shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act, in good faith, by any such holder, or by any
noncompliance by the Company with the terms of the Indenture or this
Supplemental Indenture, regardless of any knowledge thereof which any such
holder may have or otherwise be charged with. The provisions of this Article
Seven are intended to be for the benefit of, and shall be enforceable directly
by, the holders of Senior Indebtedness.

                                      -67-

<PAGE>

          SECTION 7.10.  Holders Authorize Trustee To Effectuate Subordination
                         -----------------------------------------------------
                         of Notes.
                         ---------

          Each Holder of Notes by his acceptance of such Notes authorizes and
expressly directs the Trustee on his behalf to take such action as may be
necessary or appropriate to effectuate the subordination provided in this
Article Seven, and appoints the Trustee his attorney-in-fact for such purposes,
including, in the event of any dissolution, winding-up, total liquidation or
reorganization of the Company (whether in bankruptcy, insolvency, receivership,
reorganization or similar proceedings or upon an assignment for the benefit of
creditors or otherwise) tending towards liquidation of the business and assets
of the Company, the filing of a claim for the unpaid balance of its or his Notes
in the form required in those proceedings.

          SECTION 7.11.  This Article Not To Prevent Events of Default.
                         ---------------------------------------------

          The failure to make a payment on account of principal of or interest
on the Notes by reason of any provision of this Article Seven shall not be
construed as preventing the occurrence of an Event of Default specified in
clause (a) or (b) of Section 5.1.

          SECTION 7.12.  Trustee's Compensation Not Prejudiced.
                         -------------------------------------

          Nothing in this Article Seven shall apply to amounts due to the
Trustee pursuant to other sections in the Indenture or this Supplemental
Indenture.

          SECTION 7.13.  No Waiver of Subordination Provisions.
                         -------------------------------------

          Without in any way limiting the generality of Section 7.9, the holders
of Senior Indebtedness may, at any time and from time to time, without the
consent of or notice to the Trustee or the Holders of the Notes, without
incurring responsibility to the Holders of the Notes and without impairing or
releasing the subordination provided in this Article Seven or the obligations
hereunder of the Holders of the Notes to the holders of Senior Indebtedness, do
any one or more of the following: (a) change the manner, place or terms of
payment or extend the time of payment of, or renew or alter, Senior Indebtedness
or any instrument evidencing the same or any agreement under which Senior
Indebtedness is outstanding or secured; (b) sell, exchange, release or otherwise
deal with any property pledged, mortgaged or otherwise securing Senior
Indebtedness; (c) release any Person liable in any manner for the collection of
Senior Indebtedness; and (d) exercise or refrain from exercising any rights
against the Company and any other Person.

                                      -68-

<PAGE>

          SECTION 7.14.  Subordination Provisions Not Applicable to Money Held
                         -----------------------------------------------------
                         in Trust for Holders; Payments May Be Paid Prior to
                         -----------------------------------------------------
                         Dissolution.
                         ------------

          All money and United States Government Obligations deposited in trust
with the Trustee pursuant to and in accordance with Article Four of this
Supplemental Indenture shall be for the sole benefit of the Holders and shall
not be subject to this Article Seven.

          Nothing contained in this Article Seven or elsewhere in the Indenture
or this Supplemental Indenture shall prevent (i) the Company, except under the
conditions described in Section 7.2, from making payments of principal of and
interest on the Notes or from depositing with the Trustee any moneys for such
payments or from effecting a termination of the Company's and the Guarantors'
obligations under the Notes, the Indenture and this Supplemental Indenture, as
provided in Article Four, or (ii) the application by the Trustee of any moneys
deposited with it for the purpose of making such payments of principal of and
interest on the Notes, to the holders entitled thereto unless at least two
Business Days prior to the date upon which such payment becomes due and payable,
the Trustee shall have received the written notice provided for in Section
7.2(b) or in Section 7.6. The Company shall give prompt written notice to the
Trustee of any dissolution, winding-up, liquidation or reorganization of the
Company.

          SECTION 7.15.  Acceleration of Notes.
                         ---------------------

          If payment of the Notes is accelerated because of an Event of Default,
the Company shall promptly notify holders of the Senior Indebtedness of the
acceleration.

                                  ARTICLE EIGHT

                           SUBORDINATION OF GUARANTEE
                           --------------------------

          SECTION 8.1.   Guarantee Obligations Subordinated to Guarantor Senior
                         ------------------------------------------------------
                         Indebtedness.
                         -------------

          Each Guarantor covenants and agrees, and the Trustee and each Holder
of the Notes by his acceptance thereof likewise covenant and agree, that the
Guarantee of such Guarantor shall be issued subject to the provisions of this
Article Eight; and each person hold-

                                      -69-

<PAGE>

ing any Note, whether upon original issue or upon transfer, assignment or
exchange thereof, accepts and agrees that all payments of the principal of and
interest on the Notes pursuant to the Guarantee made by or on behalf of any
Guarantor shall, to the extent and in the manner set forth in this Article
Eight, be subordinated and junior in right of payment to the prior payment in
full in cash of all amounts payable under Guarantor Senior Indebtedness of such
Guarantor.

          SECTION 8.2.   No Payment on Guarantees in Certain Circumstances.
                         -------------------------------------------------

          (a) No direct or indirect payment (excluding any payment or
distribution of Permitted Junior Securities) by or on behalf of any Guarantor of
principal of or interest on the Notes pursuant to such Guarantor's Guarantee,
whether pursuant to the terms of the Notes, upon acceleration or otherwise,
shall be made if, at the time of such payment, there exists a default in the
payment of all or any portion of the obligations on any Designated Guarantor
Senior Indebtedness of such Guarantor, whether at maturity, on account of
mandatory redemption or prepayment, acceleration or otherwise, and such default
shall not have been cured or waived or the benefits of this sentence waived by
or on behalf of the holders of such Designated Guarantor Senior Indebtedness. In
addition, during the continuance of any non-payment event of default with
respect to any Designated Guarantor Senior Indebtedness pursuant to which the
maturity thereof may be immediately accelerated, and upon receipt by the Trustee
of written notice (the "Guarantor Payment Blockage Notice") from the holder or
holders of such Designated Guarantor Senior Indebtedness or the trustee or agent
acting on behalf of such Designated Guarantor Senior Indebtedness, then, unless
and until such non-payment event of default has been cured or waived or has
ceased to exist or such Designated Guarantor Senior Indebtedness has been
discharged or paid in full in cash or the benefits of these provisions have been
waived by the holders of such Designated Guarantor Senior Indebtedness, no
direct or indirect payment (excluding any payment or distribution of Permitted
Junior Securities) shall be made by or on behalf of such Guarantor of principal
or interest on the Notes during a period (a "Guarantor Blockage Period")
commencing on the date of receipt of such notice by the Trustee and ending 179
days thereafter.

          Notwithstanding anything herein or in the Notes to the contrary, (x)
in no event shall a Guarantor Blockage Period extend beyond 179 days from the
date the Guarantor Payment Blockage Notice in respect thereof was given, (y)
there shall be a period of at least 181 consecutive days in each 360-day period
when no Guarantor Blockage Period is in effect and (z) not more than one
Guarantor Blockage Period may be commenced with respect to any Guarantor during
any period of 360 consecutive days. No non-payment event of default that

                                      -70-

<PAGE>

existed or was continuing on the date of commencement of any Guarantor Blockage
Period with respect to the Designated Guarantor Senior Indebtedness initiating
such Guarantor Blockage Period (to the extent the holder of Designated Guarantor
Senior Indebtedness, or trustee or agent, giving notice commencing such
Guarantor Blockage Period had knowledge of such existing or continuing event of
default) may be, or be made, the basis for the commencement of any other
Guarantor Blockage Period by the holder or holders of such Designated Guarantor
Senior Indebtedness or the trustee or agent acting on behalf of such Designated
Guarantor Senior Indebtedness, whether or not within a period of 360 consecutive
days, unless such non-payment event of default has been cured or waived for a
period of not less than 90 consecutive days.

          (b) In the event that, notwithstanding the foregoing, any payment
shall be made directly to the Trustee or any Holder when such payment is
prohibited by Section 8.2(a), such payment shall be held in trust for the
benefit of, and shall be paid over or delivered by the Trustee (if the Notice
required by Section 8.6 has been received by the Trustee) or the Holder to, the
holders of such Designated Guarantor Senior Indebtedness or their respective
representatives, or to the trustee or trustees under any indenture pursuant to
which any of such Designated Guarantor Senior Indebtedness may have been issued,
as their respective interests may appear, but only to the extent that, upon
notice from the Trustee to the holders of such Designated Guarantor Senior
Indebtedness that such prohibited payment has been made, the holders of such
Designated Guarantor Senior Indebtedness (or their representative or
representatives or a trustee or trustees) notify the Trustee in writing of the
amounts then due and owing on such Designated Guarantor Senior Indebtedness, if
any, and only the amounts specified in such notice to the Trustee shall be paid
to the holders of such Designated Guarantor Senior Indebtedness.

          SECTION 8.3.   Payment Over of Proceeds upon Dissolution, etc.
                         ----------------------------------------------

          (a) Upon any payment or distribution of assets or securities of any
Guarantor of any kind or character, whether in cash, property or securities
(excluding any payment or distribution of Permitted Junior Securities), upon any
dissolution or winding-up or total liquidation or reorganization of such
Guarantor, whether voluntary or involuntary or in bankruptcy, insolvency,
receivership or other proceedings, all Guarantor Senior Indebtedness of such
Guarantor shall first be paid in full in cash before the Holders of the Notes or
the Trustee on behalf of such Holders shall be entitled to receive any payment
by such Guarantor of the principal of or interest on the Notes pursuant to such
Guarantor's Guarantee, or any payment to acquire any of the Notes for cash,
property or securities, or any distribution with respect to the

                                      -71-

<PAGE>

Notes of any cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities). Before any payment may be made by, or on behalf
of, any Guarantor of the principal of or interest on the Notes upon any such
dissolution or winding-up or total liquidation or reorganization, any payment or
distribution of assets or securities of such Guarantor of any kind or character,
whether in cash, property or securities (excluding any payment or distribution
of Permitted Junior Securities), to which the Holders of the Notes or the
Trustee on their behalf would be entitled, but for the subordination provisions
of the Indenture and this Supplemental Indenture, shall be made by such
Guarantor or by any receiver, trustee in bankruptcy, liquidating trustee, agent
or other Person making such payment or distribution, directly to the holders of
the Guarantor Senior Indebtedness of such Guarantor (pro rata to such holders on
the basis of the respective amounts of such Guarantor Senior Indebtedness held
by such holders) or their representatives or to the trustee or trustees or agent
or agents under any agreement or indenture pursuant to which any of such
Guarantor Senior Indebtedness may have been issued, as their respective
interests may appear, to the extent necessary to pay all such Guarantor Senior
Indebtedness in full in cash after giving effect to any prior or concurrent
payment, distribution or provision therefor to or for the holders of such
Guarantor Senior Indebtedness.

          (b) In the event that, notwithstanding the foregoing provision
prohibiting such payment or distribution, any payment or distribution of assets
or securities of any Guarantor of any kind or character, whether in cash,
property or securities (excluding any payment or distribution of Permitted
Junior Securities), shall be made directly to the Trustee or any Holder of Notes
at a time when such payment or distribution is prohibited by Section 8.3(a) and
before all obligations in respect of the Guarantor Senior Indebtedness of such
Guarantor are paid in full in cash, such payment or distribution shall be
received and held in trust for the benefit of, and shall be paid over or
delivered by the Trustee (if the Notice required by Section 8.6 has been
received by the Trustee) or the Holder to, the holders of such Guarantor Senior
Indebtedness (pro rata to such holders on the basis of the respective amounts of
such Guarantor Senior Indebtedness held by such holders) or their respective
representatives, or to the trustee or trustees or agent or agents under any
indenture pursuant to which any of such Guarantor Senior Indebtedness may have
been issued, as their respective interests may appear, for application to the
payment of such Guarantor Senior Indebtedness remaining unpaid until all such
Guarantor Senior Indebtedness has been paid in full in cash after giving effect
to any prior or concurrent payment, distribution or provision therefor to or for
the holders of such Guarantor Senior Indebtedness.

                                      -72-

<PAGE>

                  The consolidation of any Guarantor with, or the merger of any
Guarantor with or into, another corporation or the liquidation or dissolution of
any Guarantor following the conveyance or transfer of its property as an
entirety, or substantially as an entirety, to another corporation upon the terms
and conditions provided in Article Six shall not be deemed a dissolution,
winding-up, liquidation or reorganization for the purposes of this Section 8.3
if such other corporation shall, as a part of such consolidation, merger,
conveyance or transfer, comply with the conditions stated in Article Six.

                  SECTION 8.4.  Subrogation.
                                -----------

                  Upon the payment in full in cash of all Guarantor Senior
Indebtedness of a Guarantor, or provision for payment, the Holders of the Notes
shall be subrogated to the rights of the holders of such Guarantor Senior
Indebtedness to receive payments or distributions of cash, property or
securities of such Guarantor made on such Guarantor Senior Indebtedness until
the principal of and interest on the Notes shall be paid in full in cash; and,
for the purposes of such subrogation, no payments or distributions to the
holders of such Guarantor Senior Indebtedness of any cash, property or
securities to which the Holders of the Notes or the Trustee on their behalf
would be entitled except for the provisions of this Article Eight, and no
payment over pursuant to the provisions of this Article Eight to the holders of
such Guarantor Senior Indebtedness by Holders of the Notes or the Trustee on
their behalf shall, as between such Guarantor, its creditors other than holders
of such Guarantor Senior Indebtedness, and the Holders of the Notes, be deemed
to be a payment by such Guarantor to or on account of such Guarantor Senior
Indebtedness. It is understood that the provisions of this Article Eight are and
are intended solely for the purpose of defining the relative rights of the
Holders of the Notes, on the one hand, and the holders of Guarantor Senior
Indebtedness of each Guarantor, on the other hand.

                  If any payment or distribution to which the Holders of the
Notes would otherwise have been entitled but for the provisions of this Article
Eight shall have been applied, pursuant to the provisions of this Article Eight,
to the payment of all amounts payable under Guarantor Senior Indebtedness, then
and in such case, the Holders of the Notes shall be entitled to receive from the
holders of such Guarantor Senior Indebtedness any payments or distributions
received by such holders of Guarantor Senior Indebtedness in excess of the
amount required to make payment in full in cash of such Guarantor Senior
Indebtedness.

                                      -73-

<PAGE>

                  SECTION 8.5.  Obligations of Guarantors Unconditional.
                                ---------------------------------------

                  Nothing contained in this Article Eight or elsewhere in the
Indenture or this Supplemental Indenture or in the Notes or the Guarantees is
intended to or shall impair, as among each of the Guarantors and the Holders of
the Notes, the obligation of each Guarantor, which is absolute and
unconditional, to pay to the Holders of the Notes the principal of and interest
on the Notes as and when the same shall become due and payable in accordance
with the terms of the Guarantee of such Guarantor, or is intended to or shall
affect the relative rights of the Holders of the Notes and creditors of any
Guarantor other than the holders of Guarantor Senior Indebtedness of such
Guarantor, nor shall anything herein or therein prevent the Holder of any Note
or the Trustee on their behalf from exercising all remedies otherwise permitted
by applicable law upon default under the Indenture or this Supplemental
Indenture, subject to the rights, if any, under this Article Eight of the
holders of Guarantor Senior Indebtedness in respect of cash, property or
securities of any Guarantor received upon the exercise of any such remedy.

                  Without limiting the generality of the foregoing, nothing
contained in this Article Eight shall restrict the right of the Trustee or the
Holders of Notes to take any action to declare the Notes to be due and payable
prior to their stated maturity pursuant to Section 5.1 or to pursue any rights
or remedies hereunder; provided, however, that all Guarantor Senior Indebtedness
of any Guarantor then due and payable shall first be paid in full before the
Holders of the Notes or the Trustee are entitled to receive any direct or
indirect payment from such Guarantor of principal of or interest on the Notes
pursuant to such Guarantor's Guarantee.

                  SECTION 8.6.  Notice to Trustee.
                                -----------------

                  The Company and each Guarantor shall give prompt written
notice to the Trustee of any fact known to the Company or such Guarantor which
would prohibit the making of any payment to or by the Trustee in respect of the
Notes pursuant to the provisions of this Article Eight. The Trustee shall not be
charged with knowledge of the existence of any event of default with respect to
any Guarantor Senior Indebtedness or of any other facts which would prohibit the
making of any payment to or by the Trustee unless and until the Trustee shall
have received notice in writing at its office to that effect signed by an
Officer of the Company or such Guarantor, or by a holder of Guarantor Senior
Indebtedness or trustee or agent therefor; and prior to the receipt of any such
written notice, the Trustee shall, subject to Article Eleven of the Indenture,
be entitled to assume that no such facts exist; provided, however, that if the
Trustee shall not have received the notice provided for in this Section 8.6 at
least two

                                      -74-

<PAGE>

Business Days prior to the date upon which by the terms of the Indenture or this
Supplemental Indenture any moneys shall become payable for any purpose
(including, without limitation, the payment of the principal of or interest on
any Note), then, regardless of anything herein to the contrary, the Trustee
shall have full power and authority to receive any moneys from any Guarantor and
to apply the same to the purpose for which they were received, and shall not be
affected by any notice to the contrary which may be received by it on or after
such prior date. Nothing contained in this Section 8.6 shall limit the right of
the holders of Guarantor Senior Indebtedness to recover payments as contemplated
by Section 8.3. The Trustee shall be entitled to rely on the delivery to it of a
written notice by a Person representing himself or itself to be a holder of any
Guarantor Senior Indebtedness (or a trustee on behalf of, or other
representative of, such holder) to establish that such notice has been given by
a holder of such Guarantor Senior Indebtedness or a trustee or representative on
behalf of any such holder.

                  In the event that the Trustee determines in good faith that
any evidence is required with respect to the right of any Person as a holder of
Guarantor Senior Indebtedness to participate in any payment or distribution
pursuant to this Article Eight, the Trustee may request such Person to furnish
evidence to the reasonable satisfaction of the Trustee as to the amount of
Guarantor Senior Indebtedness held by such Person, the extent to which such
Person is entitled to participate in such payment or distribution and any other
facts pertinent to the rights of such Person under this Article Eight, and if
such evidence is not furnished, the Trustee may defer any payment to such Person
pending judicial determination as to the right of such Person to receive such
payment.

                  SECTION 8.7.  Reliance on Judicial Order or Certificate of
                                --------------------------------------------
                                Liquidating Agent.
                                -----------------

                  Upon any payment or distribution of assets or securities of a
Guarantor referred to in this Article Eight, the Trustee and the Holders of the
Notes shall be entitled to rely upon any order or decree made by any court of
competent jurisdiction in which bankruptcy, dissolution, winding-up, liquidation
or reorganization proceedings are pending, or upon a certificate of the
receiver, trustee in bankruptcy, liquidating trustee, agent or other person
making such payment or distribution, delivered to the Trustee or to the Holders
of the Notes for the purpose of ascertaining the persons entitled to participate
in such distribution, the holders of Guarantor Senior Indebtedness of such
Guarantor and other indebtedness of such Guarantor, the amount thereof or
payable thereon, the amount or amounts paid or distributed thereon and all other
facts pertinent thereto or to this Article Eight.

                                      -75-

<PAGE>

                  SECTION 8.8.  Trustee's Relation to Guarantor Senior
                                --------------------------------------
                                Indebtedness.
                                ------------

                  The Trustee and any Paying Agent shall be entitled to all the
rights set forth in this Article Eight with respect to any Guarantor Senior
Indebtedness which may at any time be held by it in its individual or any other
capacity to the same extent as any other holder of Guarantor Senior
Indebtedness, and nothing in this Supplemental Indenture shall deprive the
Trustee or any Paying Agent of any of its rights as such holder.

                  With respect to the holders of Guarantor Senior Indebtedness,
the Trustee undertakes to perform or to observe only such of its covenants and
obligations as are specifically set forth in this Article Eight, and no implied
covenants or obligations with respect to the holders of Guarantor Senior
Indebtedness shall be read into the Indenture or this Supplemental Indenture
against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty
to the holders of Guarantor Senior Indebtedness (except as provided in Section
8.3(b)). The Trustee shall not be liable to any such holders if the Trustee
shall in good faith mistakenly pay over or distribute to Holders of Notes or to
the Company or to any other person cash, property or securities to which any
holders of Guarantor Senior Indebtedness shall be entitled by virtue of this
Article Eight or otherwise.

                  SECTION 8.9.  Subordination Rights Not Impaired by Acts or
                                --------------------------------------------
                                Omissions of the Guarantors or Holders of
                                -----------------------------------------
                                Guarantor Senior Indebtedness.
                                -----------------------------

                  No right of any present or future holders of any Guarantor
Senior Indebtedness to enforce subordination as provided herein shall at any
time in any way be prejudiced or impaired by any act or failure to act on the
part of any Guarantor or by any act or failure to act, in good faith, by any
such holder, or by any noncompliance by any Guarantor with the terms of the
Indenture or this Supplemental Indenture, regardless of any knowledge thereof
which any such holder may have or otherwise be charged with. The provisions of
this Article Eight are intended to be for the benefit of, and shall be
enforceable directly by, the holders of Guarantor Senior Indebtedness.

                  SECTION 8.10. Holders Authorize Trustee To Effectuate
                                ---------------------------------------
                                Subordination of Guarantee.
                                --------------------------

                  Each Holder of Notes by his acceptance of such Notes
authorizes and expressly directs the Trustee on his behalf to take such action
as may be necessary or appropriate to ef-

                                      -76-

<PAGE>

fectuate the subordination provided in this Article Eight, and appoints the
Trustee his attorney-in-fact for such purposes, including, in the event of any
dissolution, winding-up, total liquidation or reorganization of any Guarantor
(whether in bankruptcy, insolvency, receivership, reorganization or similar
proceedings or upon an assignment for the benefit of creditors or otherwise)
tending towards liquidation of the business and assets of such Guarantor, the
filing of a claim for the unpaid balance of its or his Notes in the form
required in those proceedings.

                  SECTION 8.11. This Article Not To Prevent Events of Default.
                                ---------------------------------------------

                  The failure to make a payment on account of principal of or
interest on the Notes by reason of any provision of this Article Eight shall not
be construed as preventing the occurrence of an Event of Default specified in
clause (a) or (b) of Section 5.1.

                  SECTION 8.12. Trustee's Compensation Not Prejudiced.
                                -------------------------------------

                  Nothing in this Article Eight shall apply to amounts due to
the Trustee pursuant to other sections in the Indenture or this Supplemental
Indenture.

                  SECTION 8.13. No Waiver of Guarantee Subordination Provisions.
                                -----------------------------------------------

                  Without in any way limiting the generality of Section 8.9, the
holders of Guarantor Senior Indebtedness may, at any time and from time to time,
without the consent of or notice to the Trustee or the Holders of the Notes,
without incurring responsibility to the Holders of the Notes and without
impairing or releasing the subordination provided in this Article Eight or the
obligations hereunder of the Holders of the Notes to the holders of Guarantor
Senior Indebtedness, do any one or more of the following: (a) change the manner,
place or terms of payment or extend the time of payment of, or renew or alter,
Guarantor Senior Indebtedness or any instrument evidencing the same or any
agreement under which Guarantor Senior Indebtedness is outstanding or secured;
(b) sell, exchange, release or otherwise deal with any property pledged,
mortgaged or otherwise securing Guarantor Senior Indebtedness; (c) release any
Person liable in any manner for the collection of Guarantor Senior Indebtedness;
and (d) exercise or refrain from exercising any rights against any Guarantor and
any other Person.

                                      -77-

<PAGE>

                  SECTION 8.14. Payments May Be Paid Prior to Dissolution.
                                -----------------------------------------

                  Nothing contained in this Article Eight or elsewhere in the
Indenture or this Supplemental Indenture shall prevent (i) a Guarantor, except
under the conditions described in Section 8.2, from making payments of principal
of and interest on the Notes, or from depositing with the Trustee any moneys for
such payments, or (ii) the application by the Trustee of any moneys deposited
with it for the purpose of making such payments of principal of and interest on
the Notes, to the holders entitled thereto unless at least two Business Days
prior to the date upon which such payment becomes due and payable, the Trustee
shall have received the written notice provided for in Section 8.2(b) or in
Section 8.6. The Guarantors shall give prompt written notice to the Trustee of
any dissolution, winding-up, liquidation or reorganization of such Guarantor.

                                  ARTICLE NINE

                            MISCELLANEOUS PROVISIONS
                            ------------------------

                  SECTION 9.1.  Ratification of Indenture.
                                -------------------------

                  Except as expressly modified or amended hereby, the Indenture
continues in full force and effect and is in all respects confirmed and
preserved.

                  SECTION 9.2.  Governing Law.
                                -------------

                  This Supplemental Indenture, the Notes and the Guarantees will
be governed by, and construed in accordance with, the laws of the State of New
York, without giving effect to the conflicts of law principles thereof. This
Supplemental Indenture is subject to the provisions of the Trust Indenture Act
of 1939, as amended, and shall, to the extent applicable, be governed by such
provisions.

                  SECTION 9.3.  Counterparts.
                                ------------

                  This Supplemental Indenture may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same instrument.

                                      -78-

<PAGE>

                                   ARTICLE TEN

                                   GUARANTEES
                                   ----------

                  The following provisions of this Article Ten apply to the
Notes (but not with respect to any other series of Debt Securities) and shall
replace in its entirety Article Fourteen of the Indenture.

                  SECTION 10.1. Guarantors' Guarantee.
                                ---------------------

                  For value received, each of the Guarantors, in accordance with
this Article Ten, hereby absolutely, unconditionally and irrevocably guarantees,
jointly and severally, to the Trustee and the Holders, as if the Guarantors were
the principal debtor, the punctual payment and performance when due of all
Indenture Obligations (which for purposes of this Guarantee shall also be deemed
to include all commissions, fees, charges, costs and other expenses (including
reasonable legal fees and disbursements of one counsel) arising out of or
incurred by the Trustee or the Holders in connection with the enforcement of
this Guarantee).

                  SECTION 10.2. Continuing Guarantee; No Right of Set-Off;
                                ------------------------------------------
                                Independent Obligation.
                                ----------------------

                  (a)   This Guarantee shall be a continuing guarantee of the
payment and performance of all Indenture Obligations and shall remain in full
force and effect until the payment in full of all of the Indenture Obligations
and shall apply to and secure any ultimate balance due or remaining unpaid to
the Trustee or the Holders; and this Guarantee shall not be considered as wholly
or partially satisfied by the payment or liquidation at any time or from time to
time of any sum of money for the time being due or remaining unpaid to the
Trustee or the Holders. Each Guarantor, jointly and severally, covenants and
agrees to comply with all obligations, covenants, agreements and provisions
applicable to it in the Indenture and this Supplemental Indenture including
those set forth in Article Six. Without limiting the generality of the
foregoing, each of the Guarantors' liability shall extend to all amounts which
constitute part of the Indenture Obligations and would be owed by the Company
under this Supplemental Indenture, the Indenture and the Notes but for the fact
that they are unenforceable, reduced, limited, impaired, suspended or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving the Company.

                                      -79-

<PAGE>

                  (b) Each Guarantor, jointly and severally, hereby guarantees
that the Indenture Obligations will be paid to the Trustee without set-off or
counterclaim or other reduction whatsoever (whether for taxes, withholding or
otherwise) in lawful currency of the United States of America.

                  (c) Each Guarantor, jointly and severally, guarantees that the
Indenture Obligations shall be paid strictly in accordance with their terms
regardless of any law, regulation or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the holders of the
Notes.

                  (d) Each Guarantor's liability to pay or perform or cause the
performance of the Indenture Obligations under this Guarantee shall arise
forthwith after demand for payment or performance by the Trustee has been given
to the Guarantors in the manner prescribed in Section 3.9 of the Indenture.

                  (e) Except as provided herein, the provisions of this Article
Ten cover all agreements between the parties hereto relative to this Guarantee
and none of the parties shall be bound by any representation, warranty or
promise made by any Person relative thereto which is not embodied herein; and it
is specifically acknowledged and agreed that this Guarantee has been delivered
by each Guarantor free of any conditions whatsoever and that no representations,
warranties or promises have been made to any Guarantor affecting its liabilities
hereunder, and that the Trustee shall not be bound by any representations,
warranties or promises now or at any time hereafter made by the Company to any
Guarantor.

                  SECTION 10.3. Guarantee Absolute.
                                ------------------

                  The obligations of the Guarantors hereunder are independent of
the obligations of the Company under the Notes and this Supplemental Indenture
and a separate action or actions may be brought and prosecuted against any
Guarantor whether or not an action or proceeding is brought against the Company
and whether or not the Company is joined in any such action or proceeding. The
liability of the Guarantors hereunder is irrevocable, absolute and unconditional
and (to the extent permitted by law) the liability and obligations of the
Guarantors hereunder shall not be released, discharged, mitigated, waived,
impaired or affected in whole or in part by:

                  (a) any defect or lack of validity or enforceability in
        respect of any Indebtedness or other obligation of the Company or any
        other Person under this Supplemen-

                                      -80-

<PAGE>




          tal Indenture, the Indenture or the Notes, or any agreement or
          instrument relating to any of the foregoing;

               (b) any grants of time, renewals, extensions, indulgences,
          releases, discharges or modifications which the Trustee or the Holders
          may extend to, or make with, the Company, any Guarantor or any other
          Person, or any change in the time, manner or place of payment of, or
          in any other term of, all or any of the Indenture Obligations, or any
          other amendment or waiver of, or any consent to or departure from,
          this Supplemental Indenture, the Indenture or the Notes, including any
          increase or decrease in the Indenture Obligations;

               (c) the taking of security from the Company, any Guarantor or any
          other Person, and the release, discharge or alteration of, or other
          dealing with, such security;

               (d) the occurrence of any change in the laws, rules, regulations
          or ordinances of any jurisdiction by any present or future action of
          any governmental authority or court amending, varying, reducing or
          otherwise affecting, or purporting to amend, vary, reduce or otherwise
          affect, any of the Indenture Obligations and the obligations of any
          Guarantor hereunder;

               (e) the abstention from taking security from the Company, any
          Guarantor or any other Person or from perfecting, continuing to keep
          perfected or taking advantage of any security;

               (f) any loss, diminution of value or lack of enforceability of
          any security received from the Company, any Guarantor or any other
          Person, and including any other guarantees received by the Trustee;

               (g) any other dealings with the Company, any Guarantor or any
          other Person, or with any security;

               (h) the Trustee's or the Holders' acceptance of compositions from
          the Company or any Guarantor;

               (i) the application by the Holders or the Trustee of all monies
          at any time and from time to time received from the Company, any
          Guarantor or any other Person on account of any indebtedness and
          liabilities owing by the Company or any Guarantor to the Trustee or
          the Holders, in such manner as the Trustee or the Holders deems best

                                      -81-

<PAGE>

               and the changing of such application in whole or in part and at
               any time or from time to time, or any manner of application of
               collateral, or proceeds thereof, to all or any of the Indenture
               Obligations, or the manner of sale of any Collateral;

                    (j) the release or discharge of the Company or any Guarantor
               of the Notes or of any Person liable directly as surety or
               otherwise by operation of law or otherwise for the Notes, other
               than an express release in writing given by the Trustee, on
               behalf of the Holders, of the liability and obligations of any
               Guarantor hereunder;

                    (k) any change in the name, business, capital structure or
               governing instrument of the Company or any Guarantor or any
               refinancing or restructuring of any of the Indenture Obligations;

                    (l) the sale of the Company's or any Guarantor's business or
               any part thereof;

                    (m) subject to Section 10.14, any merger or consolidation,
               arrangement or reorganization of the Company, any Guarantor, any
               Person resulting from the merger or consolidation of the Company
               or any Guarantor with any other Person or any other successor to
               such Person or merged or consolidated Person or any other change
               in the corporate existence, structure or ownership of the Company
               or any Guarantor;

                    (n) the insolvency, bankruptcy, liquidation, winding-up,
               dissolution, receivership or distribution of the assets of the
               Company or its assets or any resulting discharge of any
               obligations of the Company (whether voluntary or involuntary) or
               of any Guarantor or the loss of corporate existence;

                    (o) subject to Section 10.14, any arrangement or plan of
               reorganization affecting the Company or any Guarantor;

                    (p) any other circumstance (including any statute of
               limitations) that might otherwise constitute a defense available
               to, or discharge of, the Company or any Guarantor; or

                    (q) any modification, compromise, settlement or release by
               the Trustee, or by operation of law or otherwise, of the
               Indenture Obligations or the liability of the Company or any
               other obligor under the Notes, in whole or in part, and any
               refusal of payment by the Trustee, in whole or in part, from any
               other obligor or other guarantor


                                      -82-

<PAGE>

               in connection with any of the Indenture Obligations, whether or
               not with notice to, or further assent by, or any reservation of
               rights against, each of the Guarantors.

                    SECTION 10.4. Right To Demand Full Performance.
                                  --------------------------------

                    In the event of any demand for payment or performance by the
Trustee from any Guarantor hereunder, the Trustee or the Holders shall have the
right to demand its full claim and to receive all dividends or other payments in
respect thereof until the Indenture Obligations have been paid in full, and the
Guarantors shall continue to be jointly and severally liable hereunder for any
balance which may be owing to the Trustee or the Holders by the Company under
this Supplemental Indenture, the Indenture and the Notes. The retention by the
Trustee or the Holders of any security, prior to the realization by the Trustee
or the Holders of its rights to such security upon foreclosure thereon, shall
not, as between the Trustee and any Guarantor, be considered as a purchase of
such security, or as payment, satisfaction or reduction of the Indenture
Obligations due to the Trustee or the Holders by the Company or any part
thereof.

                    SECTION 10.5. Waivers.
                                  -------

                    (a) Each Guarantor hereby expressly waives (to the extent
permitted by law) notice of the acceptance of this Guarantee and notice of the
existence, renewal, extension or the non-performance, non-payment, or
non-observance on the part of the Company of any of the terms, covenants,
conditions and provisions of this Supplemental Indenture, the Indenture or the
Notes or any other notice whatsoever to or upon the Company or such Guarantor
with respect to the Indenture Obligations. Each Guarantor hereby acknowledges
communication to it of the terms of this Supplemental Indenture, the Indenture
and the Notes and all of the provisions therein contained and consents to and
approves the same. Each Guarantor hereby expressly waives (to the extent
permitted by law) diligence, presentment, protest and demand for payment.

                    (b) Without prejudice to any of the rights or recourses
which the Trustee or the Holders may have against the Company, each Guarantor
hereby expressly waives (to the extent permitted by law) any right to require
the Trustee or the Holders to:

                    (i) initiate or exhaust any rights, remedies or recourse
against the Company, any Guarantor or any other Person;

                                      -83-





<PAGE>

                    (ii)  value, realize upon, or dispose of any security of the
               Company or any other Person held by the Trustee or the Holders;
               or

                    (iii) initiate or exhaust any other remedy which the Trustee
               or the Holders may have in law or equity;

before requiring or becoming entitled to demand payment from such Guarantor
under this Guarantee.

                    SECTION 10.6. The Guarantors Remain Obligated in Event the
                                  Company Is No Longer Obligated to Discharge
                                  Indenture Obligations.
                                  ----------------------------------------------

                    It is the express intention of the Trustee and the
Guarantors that if for any reason the Company has no legal existence, is or
becomes under no legal obligation to discharge the Indenture Obligations owing
to the Trustee or the Holders by the Company or if any of the Indenture
Obligations owing by the Company to the Trustee or the Holders becomes
irrecoverable from the Company by operation of law or for any reason whatsoever,
this Guarantee and the covenants, agreements and obligations of the Guarantors
contained in this Article Ten shall nevertheless be binding upon the Guarantors,
as principal debtor, until such time as all such Indenture Obligations have been
paid in full to the Trustee and all Indenture Obligations owing to the Trustee
or the Holders by the Company have been discharged, or such earlier time as
Section 4.1 shall apply to the Notes and the Guarantors shall be responsible for
the payment thereof to the Trustee or the Holders upon demand.

                    SECTION 10.7. Fraudulent Conveyance; Subrogation.
                                  ----------------------------------

                    (a) Any term or provision of this Guarantee to the contrary
notwithstanding, the aggregate amount of the Indenture Obligations guaranteed
hereunder shall be reduced to the extent necessary to prevent this Guarantee
from violating or becoming voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of
creditors generally.

                    (b) Each Guarantor hereby waives all rights of subrogation
or contribution, whether arising by contract or operation of law (including
without limitation, any such right arising under federal bankruptcy law) or
otherwise by reason of any payment by it pursuant to the provisions of this
Article Ten.

                                      -84-

<PAGE>

                    SECTION 10.8. Guarantee Is in Addition to Other Security.
                                  ------------------------------------------

                    This Guarantee shall be in addition to and not in
substitution for any other guarantees or other security which the Trustee may
now or hereafter hold in respect of the Indenture Obligations owing to the
Trustee or the Holders by the Company and (except as may be required by law) the
Trustee shall be under no obligation to marshal in favor of each of the
Guarantors any other guarantees or other security or any moneys or other assets
which the Trustee may be entitled to receive or upon which the Trustee or the
Holders may have a claim.

                    SECTION 10.9. Release of Security Interests.
                                  -----------------------------

                    Without limiting the generality of the foregoing and except
as otherwise provided in this Supplemental Indenture, each Guarantor hereby
consents and agrees, to the fullest extent permitted by applicable law, that the
rights of the Trustee hereunder, and the liability of the Guarantors hereunder,
shall not be affected by any and all releases for any purpose of any collateral,
if any, from the Liens and security interests created by any collateral document
and that this Guarantee shall continue to be effective or be reinstated, as the
case may be, if at any time any payment of any of the Indenture Obligations is
rescinded or must otherwise be returned by the Trustee upon the insolvency,
bankruptcy or reorganization of the Company or otherwise, all as though such
payment had not been made.

                    SECTION 10.10. No Bar to Further Actions.
                                   -------------------------

                    Except as provided by law, no action or proceeding brought
or instituted under Article Ten and this Guarantee and no recovery or judgment
in pursuance thereof shall be a bar or defense to any further action or
proceeding which may be brought under Article Ten and this Guarantee by reason
of any further default or defaults under Article Ten and this Guarantee or in
the payment of any of the Indenture Obligations owing by the Company.

                    SECTION 10.11. Failure To Exercise Rights Shall Not Operate
                                   as a Waiver; No Suspension of Remedies.
                                   ---------------------------------------------

                    (a) No failure to exercise and no delay in exercising, on
the part of the Trustee or the Holders, any right, power, privilege or remedy
under this Article Ten and this Guarantee shall operate as a waiver thereof, nor
shall any single or partial exercise of any rights, power, privilege or remedy
preclude any other or further exercise thereof, or the exercise of any other
rights, powers, privileges or remedies. The rights and remedies herein provided
for are cumulative and not exclusive of any rights or remedies provided in law
or equity.

                                      -85-

<PAGE>

                    (b) Nothing contained in this Article Ten shall limit the
right of the Trustee or the Holders to take any action to accelerate the
maturity of the Notes pursuant to Article Five or to pursue any rights or
remedies hereunder or under applicable law.

                    SECTION 10.12. Trustee's Duties; Notice to Trustee.
                                   -----------------------------------

                    (a) Any provision in this Article Ten or elsewhere in this
Supplemental Indenture or the Indenture allowing the Trustee to request any
information or to take any action authorized by, or on behalf of any Guarantor,
shall be permissive and shall not be obligatory on the Trustee except as the
Holders may direct in accordance with the provisions of this Supplemental
Indenture and the Indenture or where the failure of the Trustee to request any
such information or to take any such action arises from the Trustee's negligence
or willful misconduct.

                    (b) The Trustee shall not be required to inquire into the
existence, powers or capacities of the Company, any Guarantor or the officers,
directors or agents acting or purporting to act on their respective behalf.

                    SECTION 10.13. Successors and Assigns.
                                   ----------------------

                    All terms, agreements and conditions of this Article Ten
shall extend to and be binding upon each Guarantor and its successors and
permitted assigns and shall inure to the benefit of and may be enforced by the
Trustee and its successors and assigns; provided, however, that the Guarantors
may not assign any of their rights or obligations hereunder other than in
accordance with Article Six.

                    SECTION 10.14. Release of Guarantee.
                                   --------------------

                    Concurrently with the payment in full of all of the
Indenture Obligations, the Guarantors shall be released from and relieved of
their obligations under this Article Ten. Upon the delivery by the Company to
the Trustee of an Officer's Certificate and, if requested by the Trustee, an
Opinion of Counsel to the effect that the transaction giving rise to the release
of this Guarantee was made by the Company in accordance with the provisions of
this Supplemental Indenture and the Notes, the Trustee shall execute any
documents reasonably required in order to evidence the release of the Guarantors
from their obligations under this Guarantee. If any of the Indenture Obligations
are revived and reinstated after the termination of this Guarantee, then all of
the obligations of the Guarantors under this Guarantee shall be revived and
reinstated as if this Guarantee had not been terminated until such time as the
In-

                                      -86-

<PAGE>

denture Obligations are paid in full, and each Guarantor shall enter into an
amendment to this Guarantee, reasonably satisfactory to the Trustee, evidencing
such revival and reinstatement.

                    This Guarantee shall terminate with respect to each
Guarantor and shall be automatically and unconditionally released and discharged
as provided in Section 3.10.

                    SECTION 10.15. Execution of Guarantee.
                                   ----------------------

                    To evidence the Guarantee, each Guarantor hereby agrees to
execute the guarantee substantially in the form set forth in Exhibit C hereto,
to be endorsed on each Note authenticated and delivered by the Trustee and that
this Supplemental Indenture and the Indenture shall be executed on behalf of
each Guarantor by its Chairman of the Board, its President, its Chief Operating
Officer, its Chief Financial Officer, its Treasurer, one of its Vice Presidents,
or one of its other officers (or officer's of the Company) or any other person
(through power of attorney or otherwise) in each case duly authorized by such
Guarantor's board of directors, and attested by an authorized officer. The
signature of any of these officers on the Notes may be manual or facsimile.

                                 ARTICLE ELEVEN

                             SUPPLEMENTAL INDENTURES
                             -----------------------

                    The following provisions of this Article Eleven apply to the
Notes (but not with respect to any other series of Debt Securities) and shall
replace in their entirety Sections 12.1 and 12.2 of the Indenture. To the extent
this Article Eleven is inconsistent with or conflicts with any provisions of
Article Twelve in the Indenture the provisions of this Article Eleven shall
govern.

                    SECTION 11.1. Supplemental Indentures and Agreements Without
                                  Consent of Holders.
                                  ----------------------------------------------

                    Without the consent of any Holders, the Company and the
Guarantors, if any, when authorized by a Certified Resolution, and the Trustee,
at any time and from time to time, may enter into one or more indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee, in form and substance satisfactory to the Trustee, for any of the
following purposes:

                                      -87-

<PAGE>

               (a) to evidence the succession of another Person to the Company,
          any Guarantor or any other obligor upon the Notes, and the assumption
          by any such successor of the covenants of the Company or such
          Guarantor or obligor herein and in the Notes and in any Guarantee;

               (b) to add to the covenants of the Company, any Guarantor or any
          other obligor upon the Notes for the benefit of the Holders, or to
          surrender any right or power herein conferred upon the Company, any
          Guarantor or any other obligor upon the Notes, as applicable, herein,
          in the Notes or in any Guarantee;

               (c) to cure any ambiguity, to correct or supplement any provision
          herein which may be defective or inconsistent with any other provision
          herein, in the Notes or in any Guarantee, or to make any other
          provisions with respect to matters or questions arising under this
          Supplemental Indenture, the Indenture, the Notes or any Guarantee;
          provided that, in each case, such provisions shall not adversely
          affect the interests of the Holders;

               (d) to comply with the requirements of the Commission in order to
          effect or maintain the qualification of this Supplemental Indenture
          and the Indenture under the Trust Indenture Act, as contemplated by
          Section 12.4 of the Indenture or otherwise;

               (e) to add a Guarantor pursuant to the requirements of Section
          3.10;

               (f) to evidence and provide the acceptance of the appointment of
          a successor trustee hereunder; or

               (g) to mortgage, pledge, hypothecate or grant a security interest
          in favor of the Trustee for the benefit of the Holders as additional
          security for the payment and performance of the Indenture Obligations,
          in any property or assets, including any which are required to be
          mortgaged, pledged or hypothecated, or in which a security interest is
          required to be granted to the Trustee pursuant to this Supplemental
          Indenture, the Indenture or otherwise.

                                      -88-

<PAGE>

                  SECTION 11.2.     Supplemental Indentures and Agreements with
                                    Consent of Holders.
                                    -------------------------------------------

                  With the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Notes, by act of said Holders
delivered to the Company, each Guarantor, if any, and the Trustee, the Company
and each Guarantor (if a party thereto) when authorized by a Certified
Resolution, and the Trustee, may enter into an indenture or indentures
supplemental hereto or agreements or other instruments with respect to any
Guarantee in form and substance satisfactory to the Trustee, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of this Supplemental Indenture or the Indenture or of modifying in
any manner the rights of the Holders under this Supplemental Indenture, the
Indenture, the Notes or any Guarantee; provided, however, that no such
supplemental indenture, agreement or instrument shall, without the consent of
the Holder of each Outstanding Note affected thereby:

                  (a) change the Stated Maturity of the principal of, or any
         installment of interest on, any Note, or reduce the principal amount
         thereof or the rate of interest thereon or any premium payable upon the
         redemption thereof, or change the coin or currency in which the
         principal of any Note or any premium or the interest thereon is
         payable, or impair the right to institute suit for the enforcement of
         any such payment on or after the Stated Maturity thereof (or, in the
         case of redemption, on or after the redemption date thereof);

                  (b) amend, change or modify the obligation of the Company to
         make and consummate an Offer with respect to any Asset Sale or Asset
         Sales in accordance with Section 3.9 or the obligation of the Company
         to make and consummate a Change of Control Offer in the event of a
         Change of Control in accordance with Section 3.11, including amending,
         changing or modifying any definitions with respect thereto;

                  (c) reduce the percentage in principal amount of the
         Outstanding Notes, the consent of whose Holders is required for any
         such supplemental indenture, or the consent of whose Holders is
         required for any waiver of compliance with certain provisions of this
         Supplemental Indenture or the Indenture or certain defaults hereunder
         and their consequences provided for in this Supplemental Indenture or
         the Indenture or with respect to any Guarantee;

                  (d) modify any of the provisions of this Section 11.2, Section
         7.5 of the Indenture or Section 3.17 of this Supplemental Indenture,
         except to increase any such

                                      -89-

<PAGE>

         percentage or to provide that certain other provisions of this
         Supplemental Indenture or the Indenture cannot be modified or waived
         without the consent of the Holder of each Note affected thereby;

                  (e) except as otherwise permitted under Article Six, consent
         to the assignment or transfer by the Company or any Guarantor of any of
         its rights and obligations under this Supplemental Indenture or the
         Indenture; or

                  (f) amend or modify any of the provisions of this Supplemental
         Indenture or the Indenture relating to the subordination of the Notes
         or any Guarantee in any manner adverse to the Holders of the Notes or
         any Guarantee.

                  Upon the written request of the Company and each Guarantor, if
any, accompanied by a copy of a Certified Resolution authorizing the execution
of any such supplemental indenture or Guarantee, and upon the filing with the
Trustee of evidence of the consent of Holders as aforesaid, the Trustee shall
join with the Company and each Guarantor in the execution of such supplemental
indenture or Guarantee.

                  It shall not be necessary for any act of Holders under this
Section 11.2 to approve the particular form of any proposed supplemental
indenture or Guarantee or agreement or instrument relating to any Guarantee, but
it shall be sufficient if such act shall approve the substance thereof.

                  SECTION 11.3.     Effect on Senior Indebtedness.
                                    -----------------------------

                  No supplemental indenture shall adversely affect the rights
under Articles Seven and Eight hereof, or any definitions or provisions related
thereto, or the Guarantees of any holder of Senior Indebtedness or Senior
Guarantor Indebtedness unless the requisite holders of each issue of Senior
Indebtedness or Senior Guarantor Indebtedness affected thereby shall have
consented to such supplemental indenture.

                                      -90-

<PAGE>

                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed by their respective officers hereunto
duly authorized, all as of the day and year first written above.

                                       CONSTELLATION BRANDS, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Executive Vice President and
                                                  Chief Financial Officer

                                       ALLBERRY, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer


                                       BARTON BEERS, LTD.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BARTON BRANDS, LTD.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BARTON BRANDS OF CALIFORNIA, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                      -91-

<PAGE>

                                       BARTON BRANDS OF GEORGIA, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BARTON CANADA, LTD.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BARTON DISTILLERS IMPORT CORP.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BARTON FINANCIAL CORPORATION


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BARTON INCORPORATED


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       BATAVIA WINE CELLARS, INC.

                                      -92-

<PAGE>

                                      By: /s/ Thomas S. Summer
                                         -------------------------------------
                                         Name:   Thomas S. Summer
                                         Title:  Treasurer

                                      CANANDAIGUA B.V.


                                      By: /s/ Thomas S. Summer
                                         -------------------------------------
                                         Name:   Thomas S. Summer
                                         Title:  Authorized Representative

                                      CANANDAIGUA EUROPE LIMITED


                                      By: /s/ Thomas S. Summer
                                         -------------------------------------
                                         Name:   Thomas S. Summer
                                         Title:  Treasurer

                                      CANANDAIGUA LIMITED


                                      By: /s/ Thomas S. Summer
                                         -------------------------------------
                                         Name:   Thomas S. Summer
                                         Title:  Finance Director (Principal
                                                 Financial Officer and Principal
                                                 Accounting Officer)

                                      CANANDAIGUA WINE COMPANY, INC.


                                      By: /s/ Thomas S. Summer
                                         -------------------------------------
                                         Name:   Thomas S. Summer
                                         Title:  Treasurer

                                      CLOUD PEAK CORPORATION

                                      -93-

<PAGE>

                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer

                                       FRANCISCAN VINEYARDS, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer

                                       M.J. LEWIS CORP.


                                       By:  /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer

                                       MT. VEEDER CORPORATION


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer

                                       MONARCH IMPORT COMPANY

                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                       POLYPHENOLICS, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer

                                      -94-

<PAGE>

                                       RAVENSWOOD WINERY, INC.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President and Treasurer

                                       ROBERTS TRADING CORP.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  President and Treasurer

                                       STEVENS POINT BEVERAGE CO.


                                       By: /s/ Thomas S. Summer
                                          -------------------------------------
                                          Name:   Thomas S. Summer
                                          Title:  Vice President

                                      -95-

<PAGE>

                                       BNY MIDWEST TRUST COMPANY,
                                         as Trustee

                                       By:_____________________________________
                                          Name:
                                          Title:

Attest:__________________________
       Name:
       Title:

                                      -96-

<PAGE>

                                                          Exhibit A to
                                                          Supplemental Indenture

                                 {Face of Note}

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. TRANSFERS OF THIS GLOBAL NOTE SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO
A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF
THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE
RESTRICTIONS SET FORTH IN SECTIONS 2.6 AND 2.13 OF THE INDENTURE AND SECTION 2.8
OF THE SUPPLEMENTAL INDENTURE./a/

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT AND ANY SUCH
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./b/

____________________

/a/ Include this legend on any Global Security.

/b/ Include this legend on any Global Security issued to Cede & Co. as nominee
    of The Depository Trust Company.

                                      A-1

<PAGE>

                           CONSTELLATION BRANDS, INC.

                                 _______________

                    8 1/8% SENIOR SUBORDINATED NOTE DUE 2012


                                                             CUSIP NO. 21036PAC2


No.                                                                       $

     CONSTELLATION BRANDS, INC., a Delaware corporation (herein called the
"Company," which term includes any successor Person under the Indenture
hereinafter referred to), for value received, hereby promises to pay to    or
registered assigns, the principal sum of    United States dollars on January 15,
2012, at the office or agency of the Company referred to below, and to pay
interest thereon from January 23, 2002, or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually on
January 15 and July 15, in each year, commencing July 15, 2002 at the rate of 8
1/8% per annum, in United States dollars, until the principal hereof is paid or
duly provided for. Interest shall be computed on the basis of a 360-day year
comprised of twelve 30-day months.

     The interest so payable, and punctually paid or duly provided for, on any
Interest Payment Date will, as provided in such Indenture, be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on the regular record date for such interest, which shall be
January 1 or July 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid,
or duly provided for, and interest on such defaulted interest at the interest
rate borne by the Notes, to the extent lawful, shall forthwith cease to be
payable to the Holder on such regular record date, and may be paid to the Person
in whose name this Note (or one or more predecessor Notes) is registered at the
close of business on a special record date for the payment of such defaulted
interest to be fixed by the Trustee, notice whereof shall be given to Holders of
Notes not less than 10 days prior to such special record date, or may be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Notes may be listed, and upon such notice
as may be required by such exchange, all as more fully provided in said
Indenture.

                                      A-2

<PAGE>

       Payment of the principal of, premium, if any, and interest on this Note
will be made at the office or agency of the Company maintained for that purpose,
in such coin or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided,
however, that payment of interest may be made at the option of the Company, (i)
in the case of a Global Security, by wire or book entry transfer to the
Depository Trust Company or its nominee, or (ii) in all other cases, by check
mailed to the address of the Person entitled thereto as such address shall
appear on the security register. Interest shall be computed on the basis of a
360-day year of twelve 30-day months.

       Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

       This Note is entitled to the benefits of Guarantees by each of the
Guarantors of the punctual payment when due of the Indenture Obligations made in
favor of the Trustee for the benefit of the Holders. Reference is hereby made to
Article Ten of the Supplemental Indenture for a statement of the respective
rights, limitations of rights, duties and obligations under the Guarantees of
each of the Guarantors.

       Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof or by the authenticating agent
appointed as provided in the Indenture by manual signature, this Note shall not
be entitled to any benefit under the Indenture, or be valid or obligatory for
any purpose.

       IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed by the manual or facsimile signature of its authorized officers.

Dated:
                                                     CONSTELLATION BRANDS, INC.


                                                     By:________________________
                                                        Name:
                                                        Title:


Attest:

                                      A-3





<PAGE>

__________________________
Authorized Officer

                                      A-4

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the 8 1/8% Senior Subordinated Notes due 2012 referred to in
the within-mentioned Indenture.

                                      As Trustee, BNY MIDWEST TRUST
                                         COMPANY

                                      By:_____________________________
                                         Name:
                                         Title:

                                      A-5



<PAGE>

                                {Reverse of Note}

                           CONSTELLATION BRANDS, INC.

                    8 1/8% SENIOR SUBORDINATED NOTE DUE 2012


     This Note is one of a duly authorized issue of Notes of the Company
designated as its 8 1/8% Senior Subordinated Notes due 2012 (herein called the
"Notes"), issued under an Indenture dated as of February 25, 1999, among the
Company, the Guarantors and BNY Midwest Trust Company, as trustee (herein called
the "Trustee," which term includes any successor Trustee under the Indenture (as
defined), as supplemented by Supplemental Indenture No. 3 dated as of August 6,
1999 and Supplemental Indenture No. 6 dated as of August 21, 2001 (the "Base
Indenture"), and as further supplemented by Supplemental Indenture No. 7 dated
as of January 23, 2002 (the "Supplemental Indenture" and, together with the Base
Indenture, the "Indenture"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities thereunder of the
Company, the Guarantors, the Trustee and the Holders of the Notes, and of the
terms upon which the Notes are, and are to be, authenticated and delivered.

     The Indenture contains provisions for defeasance at any time of (a) the
entire Indebtedness on the Notes or (b) certain restrictive covenants and
related Defaults and Events of Default, in each case upon compliance with
certain conditions set forth therein.

     The Indebtedness evidenced by the Notes is, to the extent and in the manner
provided in the Indenture, subordinate and subject in right of payment to the
prior payment in full of all Senior Indebtedness (as defined in the Indenture),
whether outstanding on the date of the Indenture or thereafter, and this Note is
issued subject to such provisions. Each Holder of this Note, by accepting the
same, (a) agrees to and shall be bound by such provisions, (b) authorizes and
directs the Trustee on his behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in the Indenture and (C)
appoints the Trustee his attorney-in-fact for such purpose; provided, however,
that, subject to Section 4.4 of the Supplemental Indenture, the Indebtedness
evidenced by this Note shall cease to be so subordinate and subject in right of
payment upon any defeasance of this Note referred to in clause (a) or (b) of the
preceding paragraph.

                                      A-6

<PAGE>

          The Notes will be redeemable at the option of the Company, in whole or
in part, at any time on or after January 15, 2007, at the redemption prices
(expressed as percentages of the principal amount) set forth below plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant regular record dates to receive interest due
on the relevant Interest Payment Dates), if redeemed during the 12-month period
beginning January 15 of the years indicated below:

                                                        Redemption
             Year                                       Price
             ----
       2007........................................     104.063%
       2008........................................     102.708%
       2009........................................     101.354%
       2010 and thereafter.........................     100.000%

          In addition, at any time and from time to time prior to January 15,
2005, the Company may redeem in the aggregate up to 35% of the originally issued
aggregate principal amount of the Notes with the net cash proceeds of one or
more Public Equity Offerings by the Company at a redemption price in cash equal
to 108.125% of the principal amount thereof, plus accrued and unpaid interest
thereon, if any, to the date of redemption (subject to the right of Holders of
record on the relevant record date to receive interest due on the relevant
Interest Payment Date); provided, however, that at least 65% of the originally
issued aggregate principal amount of the Notes must remain outstanding
immediately after giving effect to each such redemption (excluding any Notes
held by the Company or any of its Affiliates). Notice of any such redemption
must be given within 60 days after the date of the closing of the relevant
Public Equity Offering of the Company.

          Upon the occurrence of a Change of Control, each Holder may require
the Company to repurchase all or a portion of such Holder's Notes in an amount
of $1,000 or integral multiples of $1,000, at a purchase price in cash equal to
101% of the principal amount thereof, together with accrued and unpaid interest,
if any, to the date of repurchase.

          Under certain circumstances, in the event the Net Cash Proceeds
received by the Company from any Asset Sale, which proceeds are not used to
repay Senior Indebtedness or invested in properties or assets used in the
businesses of the Company or reasonably related thereto, exceeds a specified
amount the Company will be required to apply such proceeds to the repayment of
the Notes and certain indebtedness ranking pari passu to the Notes.

                                      A-7

<PAGE>

     In the case of any redemption or repurchase of Notes in accordance with the
Indenture, interest installments whose Stated Maturity is on or prior to the
redemption date will be available to the Holders of such Notes of record as of
the close of business on the relevant regular record date referred to on the
face hereof. Notes (or portions thereof) for whose redemption and payment
provision is made in accordance with the Indenture shall cease to bear interest
from and after the date of redemption.

     In the event of redemption or repurchase of this Note in accordance with
the Indenture in part only, a new Note or Notes for the unredeemed portion
hereof shall be issued in the name of the Holder hereof upon the cancellation
hereof.

     If an Event of Default shall occur and be continuing, the principal amount
of all the Notes may be declared due and payable in the manner and with the
effect provided in the Indenture.

     The Indenture permits, with certain exceptions (including certain
amendments permitted without the consent of any Holders) as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Guarantors and the Holders under the Indenture and
the Notes and the Guarantees at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Notes at the time Outstanding. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate principal amount of
the Notes at the time Outstanding, on behalf of the Holders of all the Notes, to
waive compliance by the Company and the Guarantors with certain provisions of
the Indenture and the Notes and the Guarantees and their consequences. Any such
consent or waiver by or on behalf of the Holder of this Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof whether or not notation of such consent or waiver is made upon this
Note.

     No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, any Guarantor
or any other obligor on the Notes (in the event such Guarantor or other obligor
is obligated to make payments in respect of the Notes), which is absolute and
unconditional, to pay the principal of, premium, if any, and interest on this
Note at the times, place, and rate, and in the coin or currency, herein
prescribed, subject to the subordination provisions of the Indenture.

                                      A-8

<PAGE>

     If this Note is in certificated form, then as provided in the Indenture and
subject to certain limitations therein set forth, the transfer of this Note is
registrable on the security register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company maintained
for such purpose in The City of New York or at such other office or agency of
the Company as may be maintained for such purpose, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the security registrar designated in accordance with Section 4.2 of
the Indenture duly executed by, the Holder hereof or its attorney duly
authorized in writing, and thereupon one or more new Notes, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

     If this Note is a Global Security, it is exchangeable for a Note in
certificated form as provided in the Indenture and in accordance with the rules
and procedures of the Trustee and the Depositary. In addition, certificated
securities shall be transferred to all beneficial holders in exchange for their
beneficial interests in the Global Security if (x) the Depositary notifies the
Company that it is unwilling or unable to continue as depository for the Global
Security and a successor depository is not appointed by the Company within 90
days or (y) there shall have occurred and be continuing an Event of Default and
any security registrar designated in accordance with Section 4.2 of the
Indenture has received a request from the Depositary. Upon any such issuance,
the Trustee is required to register such certificated Notes in the name of, and
cause the same to be delivered to, such Person or Persons (or the nominee of any
thereof).

     The Notes in certificated form are issuable only in registered form without
coupons in denominations of $1,000 and any integral multiple thereof.

     No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     Prior to and at the time of due presentment of this Note for registration
of transfer, the Company, any Guarantor, the Trustee and any agent of the
Company, any Guarantor or the Trustee may treat the Person in whose name this
Note is registered as the owner hereof for all purposes, whether or not this
Note is overdue, and neither the Company, the Trustee nor any agent shall be
affected by notice to the contrary.

                                      A-9

<PAGE>

     THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.

     All terms used in this Note which are defined in the Indenture and not
otherwise defined herein shall have the meanings assigned to them in the
Indenture.

                                      A-10

<PAGE>

                             FORM OF TRANSFER NOTICE
                             -----------------------

I or we assign and transfer this Note to:

Please insert social security or other identifying number of assignee

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

Print or type name, address and zip code of assignee and irrevocably appoint____

(Agent), to transfer this Note on the books of the Company. The Agent may
substitute another to act for him.

Dated____________________________________            Signed_____________________

(Sign exactly as name appears on the other side of this Note)

{Signature must be guaranteed by an eligible Guarantor Institution (banks, stock
brokers, savings and loan associations and credit unions) with membership in an
approved guarantee medallion program pursuant to Securities and Exchange
Commission Rule 17 Ad-15}

                                      A-11

<PAGE>

                                                                       EXHIBIT B
                                                                       ---------
                                INTERCOMPANY NOTE

                                                                      ----------


                  Evidences of all loans or advances ("Loans") made hereunder
shall be reflected on the grid attached hereto. FOR VALUE RECEIVED, __________,
a __________ corporation (the "Maker"), HEREBY PROMISES TO PAY ON DEMAND to the
order of __________ (the "Holder") the principal sum of the aggregate unpaid
principal amount to all Loans (plus accrued interest thereon) at any time and
from time to time made hereunder which has not been previously paid.

                  All capitalized terms used herein that are defined in, or by
reference in, the Indenture among Constellation Brands, Inc., a Delaware
corporation (the "Company"), the Guarantors party thereto and BNY Midwest Trust
Company, as trustee, dated as of February 25, 1999, Supplemental Indenture No. 3
dated as of August 6, 1999, Supplemental Indenture No. 6 dated as of August 21,
2001 and by Supplemental Indenture No. 7 dated as of January 23, 2002 (the
"Indenture"), have the meanings assigned to such terms therein, or by reference
therein, unless otherwise defined.

                                    ARTICLE I

                           TERMS OF INTERCOMPANY NOTE

                  Section 1.01  Note Forgivable. Unless the Maker of the Loan
                                ---------------
hereunder is either of the Company or any Guarantor, the Holder may not forgive
any amounts owing under this intercompany note.

                  Section 1.02  Interest:  Prepayment. (a) The interest rate
                                ---------------------
("Interest Rate") on the Loans shall be a rate per annum reflected on the grid
attached hereto.

                  (b)  The interest, if any, payable on each of the Loans shall
accrue from the date such Loan is made and, subject to Section 2.01, shall be
payable upon demand of the Holder.

                  (c)  If the principal or accrued interest, if any, of the
Loans is not paid on the date demand is made, interest on the unpaid principal
and interest will accrue at a rate equal to

                                       B-1

<PAGE>

the Interest Rate, if any, plus 100 basis points per annum from maturity until
the principal and interest on such Loans are fully paid.

                  (d)  Subject to Section 2.01, any amounts hereunder may be
prepaid at any time by the Maker.

                  Section 1.03  Subordination. All loans made to either of the
                                -------------
Company or any Guarantor shall be subordinated in right of payment to the
payment and performance of the obligations of the Company and any Subsidiary
under the Indenture, the Notes, the Guarantees or any other Indebtedness ranking
senior to or pari passu with the Notes, or any Guarantees, including, without
limitation, any Indebtedness incurred under the Credit Agreement; provided that
                                                                  --------
with respect to a Subsidiary in any specific instance, such Subsidiary is also
an obligor under the Indenture, the Notes, a Guarantee or such other senior or
pari passu Indebtedness, as the case may be, whether as a borrower, guarantor or
pledgor of collateral.

                                   ARTICLE II

                                EVENTS OF DEFAULT

                  Section 2.01 Events of Default. If after the date of issuance
                               -----------------
of this Loan (i) an Event of Default has occurred under the Indenture, (ii) an
"Event of Default" (as defined) has occurred under the Credit Agreement, or any
refinancing of the Credit Agreement or (iii) an "event of default" (as defined)
has occurred on any other Indebtedness of the Company or any Guarantor, then (x)
in the event the Maker is not either one of the Company or a Guarantor, all
amounts owing under the Loans hereunder shall be immediately due and payable to
the Holder, and (y) in the event the Maker is either the Company or a Guarantor,
the amounts owing under the Loans hereunder shall not be due and payable;
provided, however, that if such Event of Default or event of default has been
--------  -------
waived, cured or rescinded, such amounts shall no longer be due and payable in
the case of clause (x), and such amounts may be payable in the case of clause
(y). If the Holder is a Subsidiary, then the Holder hereby agrees that if it
receives any payments or distributions on any Loan from the Company or a
Guarantor which is not payable pursuant to clause (y) of the prior sentence
after any Event of Default or event or default described in clauses (i), (ii) or
(iii) above has occurred, is continuing and has not been waived, cured or
rescinded, it will pay over and deliver forthwith to the Company or such
Guarantor, as the case may be, all such payments and distributions.

                                       B-2

<PAGE>

                                   ARTICLE III

                                  MISCELLANEOUS

                  Section 3.01 Amendments, Etc. No amendment or waiver of any
                               ---------------
provision of this intercompany note, or consent to depart herefrom is permitted
at any time for any reason, except with the consent of the Holders of not less
than a majority in aggregate principal amount of the outstanding Notes.

                  Section 3.02 Assignment. No party to this Agreement may
                               ----------
assign, in whole or in part, any of its rights and obligations under this
intercompany note, except to its legal successor in interest.

                  Section 3.03 Third Party Beneficiaries. The holders of the
                               -------------------------
Notes or any other Indebtedness ranking pari passu with or senior to, the Notes
or any Guarantees, including without limitation, any Indebtedness incurred under
the Credit Agreement, shall be third party beneficiaries to this intercompany
note and shall have the right to enforce this intercompany note against the
Company or any of its Subsidiaries.

                  Section 3.04 Headings. Article and Section headings in this
                               --------
intercompany note are included for convenience of reference only and shall not
constitute a part of this intercompany note for any other purpose.

                  Section 3.05 Entire Agreement. This intercompany note sets
                               ----------------
forth the entire agreement of the parties with respect to its subject matter and
supersedes all previous understandings, written or oral, in respect thereof.

                  Section 3.06 GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED
                               -------------
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF).

                  Section 3.07 Waivers. The Maker hereby waives presentment,
                               -------
demand for payment, notice of protest and all other demands and notices in
connection with the delivery, acceptance, performance or enforcement hereof.

                                       B-3

<PAGE>

                                      By:______________________________________
                                         Name:
                                         Title:

                                       B-4

<PAGE>

                BORROWINGS, MATURITIES, AND PAYMENTS OF PRINCIPAL


                                            Amount
             Amount of     Maturity of     Principal     Unpaid
             Borrowing/    Borrowing/       Paid or     Principal    Notation
    Date     Principal     Principal       Prepaid       Balance      Made By
    ----     ---------     -----------     ---------    ---------    --------

                                       B-5

<PAGE>

                                                                       EXHIBIT C
                                                                       ---------

                                   GUARANTEES

     For value received, each of the undersigned hereby unconditionally
guarantees, jointly and severally, to the holder of this Note the payment of
principal of, premium, if any, and interest on this Note upon which these
Guarantees are endorsed in the amounts and at the time when due and payable
whether by declaration thereof, or otherwise, and interest on the overdue
principal and interest, if any, of this Note, if lawful, and the payment or
performance of all other obligations of the Company under the Indenture or the
Notes, to the holder of this Note and the Trustee, all in accordance with and
subject to the terms and limitations of this Note and Article Ten of the
Supplemental Indenture. These Guarantees will not become effective until the
Trustee duly executes the certificate of authentication on this Note.

     The Indebtedness evidenced by these Guarantees are, to the extent and in
the manner provided in the Supplemental Indenture, subordinate and subject in
right of payment to the prior payment in full of all Senior Guarantor
Indebtedness (as defined in the Supplemental Indenture), whether Outstanding on
the date of the Supplemental Indenture or thereafter, and these Guarantees are
issued subject to such provisions.

Dated:____________________________

                                            ALLBERRY, INC.


Attest:___________________________          By:_________________________________
       Authorized Officer                      Name:
                                               Title:


                                            BARTON BEERS, LTD.


Attest:___________________________          By:_________________________________
       Authorized Officer                      Name:
                                               Title:

                                      C-1

<PAGE>

                                                  BARTON BRANDS, LTD.

Attest:  _____________________________________    By: _______________________
         Authorized Officer                           Name:
                                                      Title:

                                                  BARTON BRANDS OF CALIFORNIA,
                                                   INC.

Attest:  _____________________________________    By: _______________________
         Authorized Officer                           Name:
                                                      Title:

                                                  BARTON BRANDS OF GEORGIA,
                                                   INC.

Attest:  _____________________________________    By: _______________________
         Authorized Officer                           Name:
                                                      Title:

                                                  BARTON CANADA, LTD.

Attest:  _____________________________________    By: _______________________
         Authorized Officer                           Name:
                                                      Title:

                                                  BARTON DISTILLERS IMPORT CORP.

Attest:  _____________________________________    By: _______________________
         Authorized Officer                           Name:
                                                      Title:

                                      C-2

<PAGE>

                                                    BARTON FINANCIAL CORPORATION

Attest:  _______________________________________    By: ________________________
         Authorized Officer                             Name:
                                                        Title:

                                                    BARTON INCORPORATED

Attest:  _______________________________________    By: ________________________
         Authorized Officer                             Name:
                                                        Title:

                                                    BATAVIA WINE CELLARS, INC.

Attest:  _______________________________________    By: ________________________
         Authorized Officer                             Name:
                                                        Title:

                                                    CANANDAIGUA B.V.

Attest:  _______________________________________    By: ________________________
         Authorized Officer                             Name:
                                                        Title:

                                                    CANANDAIGUA EUROPE LIMITED

Attest:  _______________________________________    By: ________________________
         Authorized Officer                             Name:
                                                        Title:

                                      C-3

<PAGE>

                                                  CANANDAIGUA LIMITED

Attest:   ___________________________________     By: __________________________
          Authorized Officer                          Name:
                                                      Title:

                                                  CANANDAIGUA WINE COMPANY, INC.

Attest:   ___________________________________     By: __________________________

          Authorized Officer                          Name:
                                                      Title:

                                                  CLOUD PEAK CORPORATION

Attest:   ___________________________________     By: __________________________
          Authorized Officer                          Name:
                                                      Title:

                                                  FRANCISCAN VINEYARDS, INC.

Attest:   ___________________________________     By: __________________________
          Authorized Officer                          Name:
                                                      Title:

                                                  M.J. LEWIS CORP.

Attest:   ___________________________________     By: __________________________
          Authorized Officer                          Name:
                                                      Title:

                                      C-4

<PAGE>

                                                      MT. VEEDER CORPORATION

Attest:   _____________________________________       By: ______________________
          Authorized Officer                              Name:
                                                          Title:

                                                      MONARCH IMPORT COMPANY

Attest:   _____________________________________       By: ______________________
          Authorized Officer                              Name:
                                                          Title:

                                                      POLYPHENOLICS, INC.

Attest:   _____________________________________       By: ______________________
          Authorized Officer                              Name:
                                                          Title:

                                                      RAVENSWOOD WINERY, INC.

Attest:   _____________________________________       By: ______________________
          Authorized Officer                              Name:
                                                          Title:

                                                      ROBERTS TRADING CORP.

Attest:   _____________________________________       By: ______________________
          Authorized Officer                              Name:
                                                          Title:

                                      C-5

<PAGE>

                                                      STEVENS POINT BEVERAGE CO.

Attest:   _____________________________________       By: ______________________
          Authorized Officer                              Name:
                                                          Title:
                                      C-6