EXHIBIT 4.6


                                                           EXECUTION COPY



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                             NUTRITIONAL SOURCING CORPORATION,
                                                 as Issuer

                                           and

                                 WILMINGTON TRUST COMPANY,
                                              as Trustee
                                    __________________

                                         Indenture
                                  Dated as of June 5, 2003

                                    __________________
                          10.125% Senior Secured Notes due 2009




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                              TABLE OF CONTENTS


                                                                      Page

RECITALS OF THE COMPANY                                                  1

AND THIS INDENTURE FURTHER WITNESSETH                                    1

ARTICLE ONE  DEFINITIONS AND INCORPORATION BY REFERENCE                  1
  SECTION 1.01.  Definitions                                             1
  SECTION 1.02.  Incorporation by Reference of Trust Indenture Act      15
  SECTION 1.03.  Rules of Construction                                  16

ARTICLE TWO  THE SECURITIES                                             16
  SECTION 2.01.  Form and Dating                                        16
  SECTION 2.02.  Restrictive Legends                                    17
  SECTION 2.03.  Execution, Authentication and Denominations            18
  SECTION 2.04.  Registrar and Paying Agent                             18
  SECTION 2.05.  Paying Agent to Hold Money in Trust                    19
  SECTION 2.06.  Transfer and Exchange                                  19
  SECTION 2.07.  Book - Entry Provisions for Global Security            20
  SECTION 2.08.  Special Transfer Provisions                            21
  SECTION 2.09.  Replacement Securities                                 22
  SECTION 2.10.  Outstanding Securities                                 22
  SECTION 2.11.  Temporary Securities                                   22
  SECTION 2.12.  Cancellation                                           23
  SECTION 2.13.  CUSIP Numbers                                          23
  SECTION 2.14.  Defaulted Interest                                     23
  SECTION 2.15.  Treasury Securities Deemed Outstanding                 23
  SECTION 2.16.  Securities Obligations of Company Only                 23
  SECTION 2.17.  Noteholder Lists                                       23
  SECTION 2.18.  Communication By Holders with Other Holders            24

ARTICLE THREE  COVENANTS                                                24
  SECTION 3.01.  Payment of Securities                                  24
  SECTION 3.02.  Maintenance of Office or Agency                        24
  SECTION 3.03.  Limitation on Indebtedness                             25
  SECTION 3.04.  Limitation on Restricted Payments                      27
  SECTION 3.05.  Limitation on Dividend and Other Payment
                   Restrictions Affecting Restricted Subsidiaries       29
  SECTION 3.06.  Intentionally Left Blank                               30
  SECTION 3.07.  Limitation on Transactions with Shareholders and
                   Affiliates                                           30
  SECTION 3.08.  Limitation on Liens                                    31
  SECTION 3.09.  Limitation on Asset Sales                              32
  SECTION 3.10.  Limitation on Sale - Leaseback Transactions            35
  SECTION 3.11.  Repurchase of Securities upon Change of Control        35
  SECTION 3.12.  Corporate Existence                                    37
  SECTION 3.13.  Payment of Taxes and Other Claims                      37
  SECTION 3.14.  Maintenance of Properties and Insurance                38
  SECTION 3.15.  Compliance Certificates; Certain Notifications         38
  SECTION 3.16.  Commission Reports and Reports to Holders              39
  SECTION 3.17.  Waiver of Stay, Extension or Usury Laws                39

ARTICLE FOUR  SUCCESSOR CORPORATION                                     39
  SECTION 4.01.  When Company May Merge, Etc.                           39
  SECTION 4.02.  Successor Corporation Substituted                      40

ARTICLE FIVE  DEFAULT AND REMEDIES                                      40
  SECTION 5.01.  Events of Default                                      40
  SECTION 5.02.  Acceleration                                           42
  SECTION 5.03.  Other Remedies                                         43
  SECTION 5.04.  Waiver of Past Defaults                                43
  SECTION 5.05.  Control by Majority                                    43
  SECTION 5.06.  Limitation on Suits                                    44
  SECTION 5.07.  Rights of Holders to Receive Payment                   44
  SECTION 5.08.  Collection Suit by Trustee                             44
  SECTION 5.09.  Trustee May File Proofs of Claim                       45
  SECTION 5.10.  Priorities                                             45
  SECTION 5.11.  Undertaking for Costs                                  46
  SECTION 5.12.  Restoration of Rights and Remedies                     46
  SECTION 5.13.  Rights and Remedies Cumulative                         46

ARTICLE SIX  TRUSTEE                                                    47
  SECTION 6.01.  Rights of Trustee                                      47
  SECTION 6.02.  Individual Rights of Trustee                           48
  SECTION 6.03.  Trustee's Disclaimer                                   48
  SECTION 6.04.  Notice of Default                                      48
  SECTION 6.05.  Reports by Trustee to Holders                          48
  SECTION 6.06.  Compensation and Indemnity                             49
  SECTION 6.07.  Replacement of Trustee                                 49
  SECTION 6.08.  Successor Trustee by Merger, Etc                       50
  SECTION 6.09.  Eligibility                                            51
  SECTION 6.10.  Money Held in Trust                                    51
  SECTION 6.11.  Preferential Collection of Claims Against the Company  51

ARTICLE SEVEN  DISCHARGE OF INDENTURE                                   51
  SECTION 7.01.  Termination of Company's Obligations                   51
  SECTION 7.02.  Defeasance and Discharge of Indenture                  52
  SECTION 7.03.  Defeasance of Certain Obligations                      54
  SECTION 7.04.  Application of Trust Money                             55
  SECTION 7.05.  Repayment to Company                                   56
  SECTION 7.06.  Reinstatement                                          56

ARTICLE EIGHT  AMENDMENTS, SUPPLEMENTS AND WAIVERS                      56
  SECTION 8.01.  Without Consent of Holders                             56
  SECTION 8.02.  With Consent of Holders                                57
  SECTION 8.03.  Revocation and Effect of Consent                       58
  SECTION 8.04.  Notation on or Exchange of Securities                  59
  SECTION 8.05.  Trustee to Sign Amendments, Etc                        59

ARTICLE NINE  MISCELLANEOUS                                             59
  SECTION 9.01.  Trust Indenture Act of 1939                            59
  SECTION 9.02.  Notices                                                59
  SECTION 9.03.  Certificate and Opinion as to Conditions Precedent     60
  SECTION 9.04.  Statements Required in Certificate or Opinion          60
  SECTION 9.05.  Rules by Trustee, Paying Agent or Registrar            61
  SECTION 9.06.  Payment Date Other Than a Business Day                 61
  SECTION 9.07.  Governing Law                                          61
  SECTION 9.08.  No Adverse Interpretation of Other Agreements          61
  SECTION 9.09.  No Recourse Against Others                             61
  SECTION 9.10.  Successors                                             62
  SECTION 9.11.  Duplicate Originals                                    62
  SECTION 9.12.  Separability                                           62
  SECTION 9.13.  Table of Contents, Headings, Etc.                      62






ARTICLE TEN  REDEMPTION                                                 62
  SECTION 10.01.  Right of Redemption                                   62
  SECTION 10.02.  Notices to Trustee                                    62
  SECTION 10.03.  Selection of Securities to Be Redeemed                62
  SECTION 10.04.  Notice of Redemption                                  63
  SECTION 10.05.  Effect of Notice of Redemption                        64
  SECTION 10.06.  Deposit of Redemption Price                           64
  SECTION 10.07.  Payment of Securities Called for Redemption           64
  SECTION 10.08.  Securities Redeemed in Part                           64

ARTICLE ELEVEN  COLLATERAL AND SECURITY                                 64
  SECTION 11.01.  Security Pledge and Intercreditor Agreement           64
  SECTION 11.02.  Recording and Opinions                                65
  SECTION 11.03.  Actions to Protect Collateral                         66
  SECTION 11.04.  Receipt of Funds Under Security Documents             67
  SECTION 11.05.  Certificates of Fair Value                            67


SIGNATURES

                                  EXHIBITS

EXHIBIT A     -     Form of Security
EXHIBIT B     -     Form of Security Pledge and Intercreditor Agreement





































          Cross - reference sheet showing the location in this
Indenture of the provisions inserted pursuant to Sections 310
through 318 inclusive of the Trust Indenture Act of 1939.


TIA                                              Indenture Section

Section 310  (a)(1)    .....................     6.09
             (a)(2)    .....................     6.09
             (a)(3)    .....................     Not Applicable
             (a)(4)    .....................     Not Applicable
             (a)(5)    .....................     Not Applicable
             (b)       .....................     6.09
             (c)       .....................     Not Applicable

Section 311  (a)       .....................     6.11
             (b)       .....................     6.11
             (c)       .....................     Not Applicable

Section 312  (a)       .....................     2.17
             (b)       .....................     2.18
             (c)       .....................     2.18

Section 313  (a)       .....................     6.05
             (b)       .....................     6.05
             (c)       .....................     6.04, 6.05
             (d)       .....................     6.05

Section 314  (a)       .....................     3.15, 3.16
             (b)       .....................     11.02
             (c)       .....................     9.03
             (d)       .....................     11.05
             (e)       .....................     9.04
             (f)       .....................     Not Applicable

Section 315  (a)(1)    .....................     6.06
             (a)(2)    ....................      6.01(a)(i), 6.06
             (b)       .....................     6.04
             (c)       .....................     6.01(a)(vii),6.06
             (d)       .....................     6.06
             (e)       .....................     5.11

Section 316  (a)       .....................     5.04, 5.05, 5.06
             (b)       .....................     5.07
             (c)       .....................     Not Applicable

Section 317  (a)(1)    ....................      5.08
             (a)(2)    ....................      5.09
             (b)       ....................      2.05

Section 318  (a)       ....................      9.01
             (c)       ....................      9.01











               INDENTURE, dated as of June 5, 2003 between
NUTRITIONAL SOURCING CORPORATION, a Delaware corporation, as
Issuer (the "Company"), and Wilmington Trust Company, a
Delaware banking corporation, as Trustee (the "Trustee").

                          RECITALS OF THE COMPANY

          The Company has duly authorized the execution and
delivery of this Indenture to provide for the issuance of up to
$90,000,000 aggregate principal amount of the Company's 10.125%
Senior Secured Notes Due 2009 (as authenticated and delivered
hereunder, the "Securities") issuable as provided in this
Indenture.  All things necessary to make this Indenture a valid
agreement of the Company, in accordance with its terms, have been
done and the Company has done all things necessary to make the
Securities, when executed by the Company and authenticated and
delivered by the Trustee hereunder and duly issued by the
Company, the valid obligations of the Company as hereinafter
provided.

          This Indenture will be subject to the provisions of the
Trust Indenture Act of 1939, as amended, that are required to be
part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

                    AND THIS INDENTURE FURTHER WITNESSETH

For and in consideration of the premises and the receipt of the
Securities by the Holders thereof in connection with the
Company's Disclosure Statement and Accompanying Plan of
Reorganization, as confirmed by the Confirmation Order of the
U.S. Bankruptcy Court for the District of Delaware, dated April
30, 2003 under Chapter 11 of Title 11 of the United States Code,
it is mutually covenanted and agreed, for the equal and
proportionate benefit of all Holders, as follows.

                                   ARTICLE ONE

                  DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.01.  Definitions.

"Acquired Indebtedness" means Indebtedness of a Person existing
at the time such Person became a Restricted Subsidiary.

"Adjusted Consolidated Net Income" means, for any Person for any
period, the aggregate net income (or loss) of such Person and its
consolidated Subsidiaries for such period determined in
accordance with GAAP; provided that the following items shall be
excluded in computing Adjusted Consolidated Net Income (without
duplication):  (i) the net income (or loss) of any Person (other
than a Subsidiary) in which such Person or any of its
Subsidiaries has a joint interest with a third party, except to
the extent of the amount of dividends or other distributions
actually paid to such Person or any of its Subsidiaries by such
other Person during such period, (ii) solely for the purpose of
calculating the amount of Restricted Payments that may be made
pursuant to the first paragraph of Section 3.04 of this Indenture
(and in such case, except to the extent includible pursuant to
clause (i) above), the net income (or loss) of any other Person
accrued prior to the date it becomes a Subsidiary of such Person
or is merged into or consolidated with such Person or any of its
Subsidiaries or all or substantially all of the property and
assets of such other Person are acquired by such Person or any of
its Subsidiaries, (iii) the net income (or loss) of any
Subsidiary of such Person to the extent that the declaration or
payment of dividends or similar distributions by such Subsidiary
of such net income is not at the time permitted by the operation
of the terms of its charter, of any judgment, decree, order,
statute, rule or governmental regulation applicable to such
Subsidiary, or of any agreement or instrument containing
encumbrances or restrictions other than those encumbrances and
restrictions expressly permitted by Section 3.05(b) of this
Indenture, (iv) any gains or losses (on an after - tax basis)
attributable to Asset Sales, (v) any amounts paid or accrued as
dividends on Preferred Stock of any Subsidiary of such Person and
(vi) all extraordinary gains and extraordinary losses.
Notwithstanding the foregoing, (i) solely for the purposes of
calculating the Consolidated Fixed Charge Ratio (and in such
case, except to the extent includible pursuant to
clause (i) above), "Adjusted Consolidated Net Income" of the
Company shall include the amount of all cash dividends received
by the Company or any Subsidiary of the Company from an
Unrestricted Subsidiary and (ii) "Adjusted Consolidated Net
Income" shall include gains attributable to sales of equipment
made in connection with store renovations and improvements in an
amount not to exceed $1 million in any fiscal year of the
Company.

"Affiliate" means, as applied to any Person, any other Person
directly or indirectly controlling, controlled by, or under
direct or indirect common control with, such Person.  For
purposes of this definition, "control" (including, with
correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means
the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of such
Person, whether through the ownership of voting securities, by
contract or otherwise.  Solely for the purpose of the definition
of "Change of Control," the term "Affiliate" shall be deemed to
include, with respect to Gustavo Cisneros and Ricardo Cisneros,
any member or members of the family of either Gustavo Cisneros or
Ricardo Cisneros or any trust primarily for the benefit of one or
more such Persons.

"Agent" means any Registrar, Paying Agent, authenticating agent
(if any) or co - registrar (if any).

"Agent Members" has the meaning provided in Section 2.07(a) of
this Indenture.

"Asset Acquisition" means (i) an investment by the Company or any
of its Subsidiaries in any other Person pursuant to which such
Person shall become a Subsidiary of the Company or any of its
Subsidiaries or shall be merged into or consolidated with the
Company or any of its Subsidiaries or (ii) an acquisition by the
Company or any of its Subsidiaries of the property and assets of
any Person (other than the Company or any of its Subsidiaries)
that constitute substantially all of an operating unit or
business of such Person.

"Asset Disposition" means the sale or other disposition by the
Company or any of its Subsidiaries (other than to the Company or
another Subsidiary of the Company) of (i) all or substantially
all of the Capital Stock of any Subsidiary of the Company or
(ii) all or substantially all of the property and assets that
constitute an operating unit or business of the Company or any of
its Subsidiaries.

"Asset Sale" means, with respect to any Person, any sale,
transfer or other disposition (including by way of merger,
consolidation or sale - leaseback transactions) in one transaction
or a series of related transactions by such Person or any of its
Restricted Subsidiaries to any Person (other than to the Company
or any of its Restricted Subsidiaries) of (i) all or any of the
Capital Stock of any Subsidiary of such Person, (ii) all or
substantially all of the property and assets of an operating unit
or business of such Person or any of its Restricted Subsidiaries
or (iii) any other property and assets of such Person or any of
its Restricted Subsidiaries (including any issuances or transfers
of Capital Stock of Restricted Subsidiaries owned by the Company
or its Restricted Subsidiaries) outside the ordinary course of
business and, in each case, that is not governed by Section 4.01;
provided that such term shall exclude (x) sales or other
dispositions of inventory, receivables and other current assets
in the ordinary course of business and (y) transactions
constituting Restricted Payments permitted under Section 3.04.

"Attributable Indebtedness" means, when used in connection with a
sale - leaseback transaction referred to in Section 3.10, at any
date of determination, the product of (i) the net proceeds from
such sale - leaseback transaction and (ii) a fraction, the
numerator of which is the number of full years of the term of the
lease relating to the property involved in such sale - leaseback
transaction (without regard to any options to renew or extend
such term) remaining at the date of determination and the
denominator of which is the number of full years of the term of
such lease (without regard to any options to renew or extend such
term) measured from the first day of such term.

"Average Life" means, at any date of determination with respect
to any debt security, the quotient obtained by dividing (i) the
sum of the product of (a) the number of years from such date of
determination to the dates of each successive scheduled principal
payment of such debt security and (b) the amount of such
principal payment by (ii) the sum of all such principal payments.

"Bank Credit Agreement" means the Loan and Security Agreement
dated as of May 23, 2003, among the Company, each of its
Subsidiaries and Westernbank Puerto Rico, together with the
related documents thereto (including any guaranties, security
agreements, assignments, mortgages and other security documents
executed pursuant thereto), consisting on the date hereof of a
revolving credit facility and term loan facility, in each case as
such Loan and Security Agreement may be subsequently amended
(including any amendment and restatement thereof), supplemented,
replaced, refinanced or otherwise modified from time to time in
one or more transactions whether pursuant to any one or more
successive debt facilities or otherwise, and whether pursuant to
agreements with Westernbank Puerto Rico or otherwise.

"Banks" means the lenders who are from time to time parties to
the Bank Credit Agreement.

"Board of Directors" means the Board of Directors of the Company
or any committee of such Board of Directors duly authorized to
act under this Indenture.

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

"Business Day" means any day except a Saturday, Sunday or other
day on which commercial banks in The City of New York or in the
city of the Corporate Trust Office of the Trustee, are authorized
by law to close.

"Capital Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however
designated, whether voting or non - voting) of capital stock or
other equity interests (including limited liability company
membership interests) of such Person which is outstanding or
issued on or after the Issue Date, including, without limitation,
all Common Stock and Preferred Stock.

"Capitalized Lease" means, as applied to any Person, any lease of
any property (whether real, personal or mixed) of which the
discounted present value of the rental obligations of such Person
as lessee, in accordance with GAAP, is required to be capitalized
on the balance sheet of such Person; and "Capitalized Lease
Obligation" means the rental obligations, as aforesaid, under
such lease.

"Change of Control" shall be deemed to have occurred at such time
as (i) (a) a "person" or "group" (within the meaning of
Sections 13(d) and 14(d)(2) of the Exchange Act), other than
Gustavo Cisneros, Ricardo Cisneros and their respective
Affiliates, becomes the "beneficial owner" (as defined in
Rule 13d - 3 under the Exchange Act) of more than 35% of the total
voting power of the then outstanding Voting Stock of the Company
or Holdings and (b) Gustavo Cisneros, Ricardo Cisneros and their
respective Affiliates beneficially own, directly or indirectly,
less than 50% of the total voting power of the then outstanding
Voting Stock of the Company; or (ii) at any time when Gustavo
Cisneros, Ricardo Cisneros or their respective Affiliates
beneficially own, directly or indirectly, less than 50% of the
total voting power of the then outstanding Voting Stock of the
Company, individuals who at the beginning of any period of two
consecutive calendar years constituted the board of directors of
the Company or Holdings (together with any new directors whose
election by the board of directors of the Company or Holdings or
whose nomination for election by the shareholders of the Company
or Holdings was approved by a vote of at least a majority of the
members of the board of directors of the Company or Holdings then
still in office who either were members of the board of directors
of the Company or Holdings 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 the
members of the board of directors of the Company or Holdings, as
the case may be.

"Change of Control Offer" has the meaning provided in
Section 3.11 of this Indenture.
"Change of Control Payment" has the meaning provided in
Section 3.11 of this Indenture.

"Change of Control Payment Date" has the meaning provided in
Section 3.11 of this Indenture.

"Collateral" means the property and assets of the Company with
respect to which a Lien is granted as collateral security for the
Securities pursuant to the Security Documents.

"Collateral Account" means a cash collateral account established
by the Trustee in its name to hold the cash proceeds to be
deposited with it pursuant to Section 3.09 of this Indenture.

"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 instrument such
Commission is not existing and performing the duties now assigned
to it under the TIA, then the body performing such duties at such
time.

"Common Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however
designated, whether voting or non - voting) of common stock of such
Person which is outstanding or issued on or after the Issue Date,
including, without limitation, all series and classes of such
common stock.

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

"Consolidated EBITDA" means, with respect to any Person for any
period, the sum of the amounts for such period of (i) Adjusted
Consolidated Net Income, (ii) Consolidated Fixed Charges,
(iii) income taxes (calculated excluding the effect of
extraordinary and non - recurring gains or losses on sales of
assets), (iv) depreciation expense, (v) amortization expense,
(vi) any premiums, fees and expenses (and any amortization
thereof) payable in connection with the Reorganization Plan and
(vii) all other noncash items reducing Adjusted Consolidated Net
Income, less all noncash items increasing Adjusted Consolidated
Net Income, all as determined on a consolidated basis for such
Person and its consolidated Subsidiaries in conformity with GAAP;
provided that, if a Person has any Subsidiary that is not a
Wholly Owned Subsidiary of such Person, Consolidated EBITDA of
such Person shall be reduced by an amount equal to the Adjusted
Consolidated Net Income of such Subsidiary multiplied by the
quotient of (x) the number of shares of outstanding Common Stock
of such Subsidiary not owned on the last day of such period by
such Person or any Subsidiary of such Person divided by (y) the
total number of shares of outstanding Common Stock of such
Subsidiary on the last day of such Period.

"Consolidated Fixed Charges" means, with respect to any Person
for any period, without duplication, the sum of (i) Consolidated
Interest Expense, (ii) all but the principal component in respect
of Capitalized Lease Obligations, and (iii) cash dividends
payable on Preferred Stock issued by a Subsidiary of such Person
and on Redeemable Stock, determined on a consolidated basis for
such Person and its consolidated Subsidiaries in accordance with
GAAP (except as otherwise expressly specified herein) excluding,
however, any such amounts of any Subsidiary of such Person if the
net income (or loss) of such Subsidiary for such period is
excluded in the calculation of Adjusted Consolidated Net Income
for such Person pursuant to clause (iii) of the definition
thereof (but only in the same proportion as the net income (or
loss) of such Subsidiary is excluded from the calculation of
Adjusted Consolidated Net Income for such Person pursuant to
clause (iii) of the definition thereof).

"Consolidated Fixed Charge Ratio" means, with respect to any
Person on any Transaction Date, the ratio of (i) the aggregate
amount of Consolidated EBITDA of such Person for the four fiscal
quarters for which financial information in respect thereof is
available immediately prior to such Transaction Date (the
"Reference Period") to (ii) the aggregate Consolidated Fixed
Charges of such Person during the Reference Period.  In making
the foregoing calculation, (a) pro forma effect shall be given to
any Indebtedness Incurred during or after the Reference Period
and on or before the Transaction Date, to the extent such
Indebtedness is outstanding at the Transaction Date, in each case
as if such Indebtedness had been Incurred on the first day of the
Reference Period and after giving effect to the application of
the proceeds thereof; (b) Consolidated Interest Expense
attributable to interest on any Indebtedness (whether existing or
being Incurred) computed on a pro forma basis and bearing a
floating interest rate shall be computed as if the rate in effect
on the date of computation (taking into account any Interest Rate
Agreement applicable to such Indebtedness if such Interest Rate
Agreement has a remaining term in excess of 12 months) had been
the applicable rate for the entire period; (c) there shall be
excluded from Consolidated Interest Expense any amounts relating
to Indebtedness that was outstanding during the Reference Period
or thereafter but which is not outstanding or which has been or
is to be repaid with the proceeds of other Indebtedness Incurred
during or after the Reference Period and on or before the
Transaction Date; (d) pro forma effect shall be given to Asset
Dispositions and Asset Acquisitions that occur during or after
the Reference Period and on or before the Transaction Date as if
they had occurred on the first day of the Reference Period;
(e) pro forma effect shall be given, in the same manner as
provided in the foregoing clause (d), to asset dispositions and
asset acquisitions made by any Person that has become a
Subsidiary of the Company or has been merged with or into the
Company or any Subsidiary of the Company during or after the
Reference Period and on or before the Transaction Date and that
would have been Asset Dispositions or Asset Acquisitions had such
transactions occurred when such Person was a Subsidiary of the
Company and (f) with respect to any Reference Period commencing
prior to a Transaction Date, such Transaction Date shall be
deemed to have taken place on the first day of the Reference
Period.

"Consolidated Interest Expense" means, with respect to any Person
for any period, the aggregate amount of interest in respect of
Indebtedness (including amortization of original issue discount
on any Indebtedness and the interest portion of any deferred
payment obligation, calculated in accordance with the effective
interest method of accounting; all commissions, discounts and
other fees and charges owed with respect to letters of credit and
bankers' acceptance financing; and the net costs associated with
Interest Rate Agreements); excluding, however, any premiums, fees
and expenses (and any amortization thereof) payable in connection
with the Reorganization Plan, all as determined for such Person
and the consolidated Subsidiaries on a consolidated basis in
conformity with GAAP.

"Consolidated Net Tangible Assets" means, at any date of
determination, the total amount of assets of the Company and its
Subsidiaries (less applicable depreciation, amortization and
other valuation reserves), except to the extent resulting from
write - ups of capital assets (excluding write - ups in connection
with accounting for acquisitions in conformity with GAAP), after
deducting therefrom (i) all current liabilities of the Company
and its consolidated Subsidiaries (excluding intercompany items)
and (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles,
all as set forth on the then most recently available consolidated
balance sheet of the Company and its consolidated Subsidiaries
prepared in conformity with GAAP.

"Consolidated Net Worth" means, at any date of determination,
stockholders' equity as set forth on the then most recently
available consolidated balance sheet of the Company and its
consolidated Subsidiaries (which shall be as of a date not more
than 90 days prior to the date of such computation), less any
amounts attributable to Redeemable Stock or any equity security
convertible into or exchangeable for Indebtedness, the cost of
treasury stock and the principal amount of any promissory notes
receivable from the sale of Capital Stock of the Company or any
of its Subsidiaries, each item to be determined in conformity
with GAAP (excluding the effects of foreign currency exchange
adjustments under Financial Accounting Standards Board Statement
of Financial Accounting Standards No. 52).

"Corporate Trust Office" means the office of the Trustee at which
the corporate trust business of the Trustee shall, at any
particular time, be principally administered, which office is, at
the date of this Indenture, located at Rodney Square North, 1100
N. Market Street, Wilmington, DE  19890, Attention: Corporate
Trust Administration.

"Currency Agreement" means any foreign exchange contract,
currency swap agreement or other similar agreement or arrangement
designed to protect the Company or any of its Subsidiaries
against fluctuations in currency values to or under which the
Company or any of its Subsidiaries is a party or a beneficiary.

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

"Depositary" means The Depository Trust Company, its nominees and
successors.

"Event of Default" has the meaning provided in Section 5.01 of
this Indenture.

"Excess Proceeds" has the meaning provided in Section 3.09 of
this Indenture.

"Excess Proceeds Offer" has the meaning provided in Section 3.09
of this Indenture.

"Excess Proceeds Payment" has the meaning provided in
Section 3.09 of this Indenture.

"Excess Proceeds Payment Date" has the meaning provided in
Section 3.09 of this Indenture.

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

"GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date
applied on a basis consistent with the principles, methods,
procedures and practices employed in the preparation of the
Company's audited financial statements, including, without
limitation, those set forth in the opinions and pronouncements of
the Accounting Principles Board of the American Institute of
Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or in such other
statements by such other entity as approved by a significant
segment of the accounting profession.  All ratios and
computations based on GAAP contained in this Indenture shall be
computed in conformity with GAAP.

"Global Security" means any Security issued hereunder in
registered global form in the name of the Depositary or its
nominee.

"Guarantee" means any obligation, contingent or otherwise, of any
Person directly or indirectly guaranteeing any Indebtedness or
other obligation of any other Person and, without limiting the
generality of the foregoing, any obligation, direct or indirect,
contingent or otherwise, of such Person (i) to purchase or pay
(or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation of such other Person (whether
arising by virtue of partnership arrangements, or by agreement to
keep - well, to purchase assets, goods, securities or services, to
take - or - pay, or to maintain financial statement conditions or
otherwise) or (ii) entered into for purposes of assuring in any
other manner the obligee of such Indebtedness or other obligation
of the payment thereof or to protect such obligee against loss in
respect thereof (in whole or in part); provided that the term
"Guarantee" shall not include endorsements for collection or
deposit in the ordinary course of business.  The term "Guarantee"
used as a verb has a corresponding meaning.

"Holder" is defined to mean the registered holder of any
Security.

"Holdings" means PXC&M Holdings, Inc., a Delaware corporation,
and its successors.

"Incur" means, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become liable for
or with respect to, or become responsible for, the payment of,
contingently or otherwise, such Indebtedness; provided that
neither the accrual of interest (whether such interest is payable
in cash or kind) nor the accretion of original issue discount
shall be considered an Incurrence of Indebtedness.

"Indebtedness" means, with respect to any Person at any date of
determination (without duplication), (i) all indebtedness of such
Person for borrowed money, (ii) all obligations of such Person
evidenced by bonds, debentures, notes or other similar
instruments, (iii) all obligations of such Person in respect of
letters of credit or other similar instruments (including
reimbursement obligations with respect thereto), (iv) all
obligations of such Person to pay the deferred and unpaid
purchase price of property or services, which purchase price is
due more than six months after the date of placing such property
in service or taking delivery and title thereto or the completion
of such services, except Trade Payables, (v) all obligations of
such Person as lessee under Capitalized Leases, (vi) all
Indebtedness of other Persons secured by a Lien on any asset of
such Person, whether or not such Indebtedness is assumed by such
Person; provided that the amount of such Indebtedness shall be
the lesser of (a) the fair market value of such asset at such
date of determination and (b) the amount of such Indebtedness,
(vii) all Indebtedness of other Persons Guaranteed by such Person
to the extent such Indebtedness is Guaranteed by such Person,
(viii) to the extent not otherwise included in this definition,
all obligations of such Person under Currency Agreements and
Interest Rate Agreements and (ix) all Preferred Stock of
Subsidiaries and all Redeemable Stock, valued in each case at the
greater of its voluntary or involuntary liquidation preference
plus accrued and unpaid dividends.  The amount of Indebtedness of
any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the
maximum liability, upon the occurrence of the contingency giving
rise to the obligation, of any contingent obligations at such
date; provided that the amount outstanding at any time of any
Indebtedness issued with original issue discount is the face
amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at
such time as determined in conformity with GAAP.

"Indenture" means this Indenture as originally executed or as it
may be amended or supplemented from time to time by one or more
indentures supplemental to this Indenture entered into pursuant
to the applicable provisions of this Indenture.

"Interest Payment Date" means each semiannual interest payment
date on February 1 and August 1 of each year, commencing February
1, 2004.

"Interest Rate Agreement" means any interest rate protection
agreement, interest rate future agreement, interest rate option
agreement, interest rate swap agreement, interest rate cap
agreement, interest rate collar agreement, interest rate hedge
agreement or other similar agreement or arrangement designed to
protect the Company or any of its Subsidiaries against
fluctuations in interest rates to or under which the Company or
any of its Subsidiaries is a party or a beneficiary.

"Investment" means, with respect to any Person, any direct or
indirect advance, loan (other than advances to customers in the
ordinary course of business that are recorded as accounts
receivable on the balance sheet of such Person or its
Subsidiaries) or other extension of credit or capital
contribution to any other Person (by means of any transfer of
cash or other property to others or any payment for property or
services for the account or use of others), or any purchase or
acquisition by such Person of Capital Stock, bonds, notes,
debentures or other similar instruments issued by any other
Person.  For purposes of the definition of "Unrestricted
Subsidiary" and Section 3.04, (i) the amount of any "Investment"
in any Unrestricted Subsidiary shall include the fair market
value of the net assets of any Subsidiary of the Company at the
time that such Subsidiary of the Company is designated an
Unrestricted Subsidiary, and the fair market value of the net
assets of any Unrestricted Subsidiary at the time that such
Unrestricted Subsidiary is designated a Restricted Subsidiary of
the Company shall be treated as a reduction in Investments in
Unrestricted Subsidiaries, subject to the limitation set forth in
clause (3) of the first paragraph of Section 3.04 and (ii) any
property transferred to or from an Unrestricted Subsidiary shall
be valued at its fair market value at the time of such transfer,
in each case as determined by the Board of Directors in good
faith.

"Issue Date" means June 5, 2003, the date of original issuance of
the Securities.

"Joint Venture" means any Person (other than an Affiliate) in
which the Company or a Restricted Subsidiary holds any direct or
indirect equity or equivalent interest of 5% or more.

"Lien" means any mortgage, pledge, security interest,
encumbrance, lien or charge of any kind (including, without
limitation, any conditional sale or other title retention
agreement or lease in the nature thereof, any sale with recourse
against the seller or any Affiliate of the seller, or any
agreement to give any security interest).

"Net Cash Proceeds" means, with respect to any Asset Sale, the
proceeds of such Asset Sale in the form of cash or cash
equivalents, including payments in respect of deferred payment
obligations (to the extent corresponding to the principal, but
not interest, component thereof) when received in the form of
cash or cash equivalents (except to the extent such obligations
are financed or sold with recourse to the Company or any
Subsidiary of the Company) and proceeds from the conversion of
other property received when converted to cash or cash
equivalents, net of (i) brokerage commissions and other fees and
expenses (including fees and expenses of counsel and investment
bankers) related to such Asset Sale, (ii) provisions for all
taxes (whether or not such taxes will actually be paid or are
payable) as a result of such Asset Sale computed without regard
to the consolidated results of operations of the Company and its
Subsidiaries, taken as a whole, (iii) payments made to repay
Indebtedness or any other obligation outstanding at the time of
such Asset Sale that is either (a) secured by a Lien on the
property or assets sold or (b) required to be paid as a result of
such sale and (iv) appropriate amounts to be provided by the
Company or any Subsidiary of the Company as a reserve against
liabilities associated with 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 determined in conformity with GAAP.

"Ninety - Five Percent Owned Subsidiary" means, with respect to any
Person, any Subsidiary of such Person if at least 95% of the
Common Stock or other similar equity ownership interests (but not
including Preferred Stock) in such Subsidiary (other than any
director's qualifying shares or Investments by foreign nationals
mandated by applicable law) is owned directly or indirectly by
such Person.

"Officer" means, with respect to the Company, the Chairman of the
Board, the President, any Vice President, the Chief Financial
Officer, the Treasurer or any Assistant Treasurer, or the
Secretary or any Assistant Secretary.

"Officers' Certificate" means a certificate signed by two
Officers.  Each Officers' Certificate shall include the
statements provided for in Section 9.04.

"Opinion of Counsel" means a written opinion signed by legal
counsel who is acceptable to the Trustee.  Such counsel may be an
employee of or counsel to the Company or the Trustee (including
outside counsel).  Each such Opinion of Counsel shall include the
statements provided for in Section 9.04.

"Paying Agent" has the meaning provided in Section 2.04, except
that, for the purposes of Article Seven, the Paying Agent shall
nor be the Company or a Subsidiary of the Company or an Affiliate
of any of them.  The term "Paying Agent" includes any additional
Paying Agent.

"Permitted Liens" means (i) Liens for taxes, assessments,
governmental charges or claims that are being contested in good
faith by appropriate legal proceedings promptly instituted and
diligently conducted and for which a reserve or other appropriate
provision, if any, as shall be required in conformity with GAAP
shall have been made; (ii) statutory Liens of landlords and
carriers, warehousemen, mechanics, suppliers, materialmen,
repairmen or other similar Liens arising in the ordinary course
of business and with respect to amounts not yet delinquent or
being contested in good faith by appropriate legal proceedings
promptly instituted and diligently conducted and for which a
reserve or other appropriate provision, if any, as shall be
required in conformity with GAAP shall have been made;
(iii) Liens incurred or deposits made in the ordinary course of
business in connection with workers' compensation, unemployment
insurance and other types of social security; (iv) Liens incurred
or deposits made to secure the performance of tenders, bids,
leases, statutory or regulatory obligations, bankers'
acceptances, surety and appeal bonds, government contracts,
performance and return of money bonds and other obligations of a
similar nature incurred in the ordinary course of business
(exclusive of obligations for the payment of borrowed money);
(v) easements, rights - of - way, municipal and zoning ordinances and
similar charges, encumbrances, title defects or other
irregularities that do not materially interfere with the ordinary
course of business of the Company or any of its Subsidiaries;
(vi) Liens (including extensions and renewals thereof) upon real
or tangible personal property acquired after the Issue Date;
provided that (a) such Lien is created solely for the purpose of
securing Indebtedness Incurred (1) to finance the cost (including
the cost of improvement or construction) of the item of property
or assets subject thereto and such Lien is created prior to, at
the time of or within 12 months after the later of the
acquisition, the completion of construction or the commencement
of full operation of such property or (2) to refinance any
Indebtedness previously so secured, (b) the principal amount of
the Indebtedness secured by such Lien does nor exceed 100% of
such cost and (c) any such Lien shall not extend to or cover any
property or assets other than such item of property or assets and
any improvements on such item; (vii) leases or subleases granted
to others that do not materially interfere with the ordinary
course of business of the Company or any of its Subsidiaries;
(viii) Liens encumbering property or assets under construction
arising from obligations of the Company or any of its
Subsidiaries to make progress or partial payments relating to
such property or assets; (ix) any interest or title of a lessor
in the property subject to any Capitalized Lease; provided that
any sale - leaseback transaction related thereto complies with
Section 3.10; (x) Liens arising from filing Uniform Commercial
Code financing statements, chattel mortgages or similar documents
regarding leases or by vendors in respect of inventory on which
"advance money" has been paid; (xi) Liens on property of, or on
shares of stock or Indebtedness of, any corporation existing at
the time such corporation becomes, or becomes a part of, any
Restricted Subsidiary; (xii) Liens in favor of the Company or any
Restricted Subsidiary; (xiii) Liens on any facilities, equipment
or other property of the Company or any Subsidiary of the Company
in favor of the United States of America or any State, or any
department, agency, instrumentality or political subdivision
thereof (including the Commonwealth of Puerto Rico and the United
States Virgin Islands), in connection with the issuance of
industrial revenue bonds or on any equipment or other property
designed primarily for the purpose of air or water pollution
control; provided that any such Lien on such facilities,
equipment or other property shall not apply to any other assets
of the Company or such Subsidiary of the Company; (xiv) Liens
arising from the rendering of a final judgment or order against
the Company or any Subsidiary of the Company that does not give
rise to an Event of Default; (xv) Liens securing reimbursement
obligations with respect to letters of credit that encumber
documents and other property relating to such letters of credit
and the products and proceeds thereof; (xvi) Liens in favor of
customs and revenue authorities arising as a matter of law to
secure payment of customs duties in connection with the
importation of goods; (xvii) Liens encumbering customary initial
deposits and margin deposits, and other Liens that are either
within the general parameters customary in the industry and
incurred in the ordinary course of business or otherwise
permitted under the terms of the Bank Credit Agreement, in each
case securing Indebtedness under Interest Rate Agreements and
Currency Agreements and forward contracts, options, futures
contracts, futures options or similar agreements or arrangements
designed to protect the Company or any of its Subsidiaries from
fluctuations in the price of commodities; (xviii) Liens arising
out of conditional sale, title retention, consignment or similar
arrangements for the sale of goods entered into by the Company or
any of its Subsidiaries in the ordinary course of business in
accordance with the past practices of the Company and its
Subsidiaries prior to the Issue Date; (xix) Liens on or sales of
receivables; (xx) Liens on assets of Restricted Subsidiaries
permitted by the Bank Credit Agreement as in effect on the Issue
Date and other such Liens that are not materially more
restrictive (in terms of, without limitation, the amount secured
by such Lien and the scope of such Lien) than such Liens
permitted by the Bank Credit Agreement; and (xxi) Liens on assets
of Restricted Subsidiaries securing Indebtedness and other
obligations permitted under clause (xiii) of Section 3.03(a).

"Person" means an individual, a corporation, a partnership, an
association, a trust or any other entity or organization,
including a government or political subdivision or an agency or
instrumentality thereof.

"Preferred Stock" means, with respect to any Person, any and all
shares, interests, participations or other equivalents (however
designated, whether voting or non - voting) of preferred or
preference stock of such Person, including, without limitation,
all series and classes of such preferred or preference stock.

"principal" of a debt security, including the Securities, means
the principal amount due on the Stated Maturity.

"Redeemable Stock" means any class or series of Capital Stock of
any Person that by its terms or otherwise is (i) required to be
redeemed prior to the Stated Maturity of the Securities,
(ii) redeemable at the option of the holder of such class or
series of Capital Stock at any time prior to the Stated Maturity
of the Securities or (iii) convertible into or exchangeable for
Capital Stock referred to in clause (i) or (ii) above or
Indebtedness having a scheduled maturity prior to the Stated
Maturity of the Securities; provided that any Capital Stock that
would not constitute Redeemable Stock but for provisions thereof
giving holders thereof the right to require the Company to
repurchase or redeem such Capital Stock upon the occurrence of an
"asset sale" or "change of control" occurring prior to the Stated
Maturity of the Securities shall not constitute Redeemable Stock
if the "asset sale" or "change of control" provisions applicable
to such Capital Stock are no more favorable to the holders of
such Capital Stock than the provisions contained in Sections 3.09
or 3.11 and such Capital Stock specifically provides that the
Company will not repurchase or redeem any such Capital Stock
pursuant to such provisions prior to the Company's repurchase of
Securities required to be repurchased pursuant to the provisions
of Sections 3.09 or 3.11.

"Redemption Date" means, with respect to any Security to be
redeemed, the date fixed for such redemption pursuant to this
Indenture.

"Redemption Price" means, with respect to any Security to be
redeemed, the price at which such Security is to be redeemed
pursuant to this Indenture.

"Registrar" has the meaning provided in Section 2.04 of this
Indenture.

"Regular Record Date" for the interest payable on any Interest
Payment Date means the January 15 or July 15 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date.

"Reorganization Plan" means the Reorganization Plan of
Nutritional Sourcing Corporation confirmed by the United States
Bankruptcy Court for the District of Delaware on April 30, 2003,
as amended.

"Responsible Officer", when used with respect to the Trustee,
means the chairman or any vice - chairman of the board of
directors, the chairman or any vice - chairman of the executive
committee of the board of directors, the chairman of the trust
committee, the president, any vice president, any assistant vice
president, the secretary, any assistant secretary, the treasurer,
any assistant treasurer, any trust officer or assistant trust
officer, or any other officer of the Trustee customarily
performing functions similar to those performed by any of the
above designated officers and also means, with respect to a
particular corporate trust matter, any other officer to whom such
matter is referred because of his knowledge of and familiarity
with the particular subject.

"Restricted Payments" has the meaning specified in Section 3.04
of this Indenture.

"Restricted Subsidiary" means any Subsidiary of the Company other
than an Unrestricted Subsidiary.

"Securities" has the meaning set forth in the first paragraph of
the recitals hereof.

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

"Security Documents" means the Security Pledge and Intercreditor
Agreement and any financing statements, security instruments or
other documents or instruments at any time executed by the
Company or any Subsidiary to secure obligations under this
Indenture and the Securities.

"Security Pledge and Intercreditor Agreement" means a Security
Pledge and Intercreditor Agreement dated as of Issue Date between
the Company and the Trustee substantially in the form annexed
hereto as Exhibit B, as the same shall be modified and
supplemented and in effect from time to time.

"Security Register" has the meaning provided in Section 2.04 of
this Indenture.

"Significant Subsidiary" means, at any date of determination, any
Subsidiary of the Company that, together with its Subsidiaries,
(i) for the most recent fiscal year of the Company, accounted for
more than 10% of the consolidated revenues of the Company or
(ii) as of the end of such fiscal year, was the owner of more
than 10% of the consolidated assets of the Company, all as set
forth on the most recently available consolidated financial
statements of the Company for such fiscal year.

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

"Subsidiary" means, with respect to any Person, any corporation,
association or other business entity of which more than 50% of
the outstanding Voting Stock is owned, directly or indirectly, by
the Company or by one or more other Subsidiaries of the Company,
or by such Person and one or more other Subsidiaries of such
Person; provided that, except as the term "Subsidiary" is used in
the definition of "Unrestricted Subsidiary" described below, an
Unrestricted Subsidiary shall not be deemed to be a Subsidiary of
the Company for purposes of this Indenture.

"TIA" or "Trust Indenture Act" means the Trust Indenture Act of
1939, as amended (15 U.S. Code  77aaa - 77bbb), as in effect on
the date this Indenture was executed, except as provided in
Section 8.06 of this Indenture.

"Trade Payables" means, with respect to any Person, any accounts
payable or any other indebtedness or monetary obligation to trade
creditors created, assumed or Guaranteed by such Person or any of
its Subsidiaries arising in the ordinary course of business in
connection with the acquisition of goods or services.

"Transaction Date" means, with respect to the Incurrence of any
Indebtedness by the Company or any of its Subsidiaries, the date
such Indebtedness is to be Incurred and, with respect to any
Restricted Payment, the date such Restricted Payment is to be
made.

"Trustee" means the party named as such in the first paragraph of
this Indenture until a successor replaces it in accordance with
the provisions of Article Six of this Indenture and thereafter
means such successor.

"Uniform Commercial Code" means the Uniform Commercial Code as in
effect in any applicable jurisdiction relating to the Collateral.

"United States Bankruptcy Code" means the Bankruptcy Act of Title
11 of the United States Code, as amended from time to time
hereafter, or any successor federal bankruptcy law.

"Unrestricted Subsidiary" means (i) any Subsidiary of the Company
that at the time of determination shall be designated an
Unrestricted Subsidiary by the Board of Directors in the manner
provided below and (ii) any Subsidiary of an Unrestricted
Subsidiary.  The Board of Directors may designate any Subsidiary
of the Company (including any newly acquired or newly formed
Subsidiary of the Company) to be an Unrestricted Subsidiary
unless such Subsidiary owns any Capital Stock of, or owns or
holds any Lien on any property of, the Company or any other
Subsidiary of the Company that is not a Subsidiary of the
Subsidiary to be so designated; provided that either (a) the
Subsidiary to be so designated has total assets of $1,000 or less
or (b) if such Subsidiary has assets greater than $1,000, after
giving effect to such designation, the Company would be in
compliance with Section 3.04.  The Board of Directors may
designate any Unrestricted Subsidiary to be a Restricted
Subsidiary of the Company; provided that immediately after giving
effect to such designation (1) the Company could Incur $1.00 of
additional Indebtedness under clause (i) of Section 3.03(a) and
(2) no Default or Event of Default shall have occurred and be
continuing.  Any such designation by the Board of Directors shall
be evidenced to the Trustee by promptly filing with the Trustee a
copy of the Board Resolution giving effect to such designation
and an Officers' Certificate certifying that such designation
complied with the foregoing provisions.

"U.S. Government Obligations" means securities that are
(i) direct obligations of the United States of America for the
payment of which its full faith and credit is pledged or
(ii) obligations of a Person controlled or supervised by and
acting as an agency or instrumentality of the United States of
America the payment of which is unconditionally guaranteed as a
full faith and credit obligation by the United States of America,
which, in either case, are not callable or redeemable at the
option of the issuer thereof at any time prior to the Stated
Maturity of the Securities, and shall also include a depositary
receipt issued by a bank or trust company as custodian with
respect to any such U.S. Government Obligation or a specific
payment of interest on or principal of any such U.S. Government
Obligation held by such custodian for the account of the holder
of a depository receipt; provided that (except as required by
law) such custodian is not authorized to make any deduction from
the amount payable to the holder of such depository receipt from
any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of interest on or
principal of the U.S. Government Obligation evidenced by such
depository receipt.

"Voting Stock" means, with respect to any Person, Capital Stock
of any class or kind ordinarily having the power to vote for the
election of directors of such Person.

"Wholly Owned Subsidiary" means, with respect to any Person, any
Subsidiary of such Person if all of the Common Stock or other
similar equity ownership interests (but not including Preferred
Stock) in such Subsidiary (other than any director's qualifying
shares or Investments by foreign nationals mandated by applicable
law) is owned directly or indirectly by such Person.

SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.

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

"indenture securities" means the Securities;

"indenture security holder" means a Holder;

"indenture to be qualified" means this Indenture;
"indenture trustee" or "institutional trustee" means the Trustee;
and

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

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

SECTION 1.03.  Rules of Construction.

Unless the context otherwise requires, for purposes of this
Indenture and the Security Documents:

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

(ii)     an accounting term not otherwise defined has the meaning
assigned to it with GAAP:

(iii)     "or" is not exclusive;

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

(v)     provisions apply to successive events and transactions;

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

(vii)     all ratios and computations based on GAAP contained in
this Indenture shall be computed in accordance with the
definition of GAAP set forth above;

(viii)     the word "include", "includes" and "including" shall
mean "include, without limitation", "includes, without
limitation" and "including, without limitation", respectively;
and

(ix)     all references to Sections or Articles refer to
Sections or Articles of this Indenture unless otherwise
indicated.

                             ARTICLE TWO

                            THE SECURITIES

SECTION 2.01.  Form and Dating.

The Securities and the Trustee's certificate of authentication
shall be substantially in the form annexed hereto as Exhibit A,
which is incorporated in and expressly made a part of this
Indenture.  The Securities may have notations, legends or
endorsements required by law, stock exchange agreements to which
the Company is subject or usage.  The Company shall approve the
form of the Securities and any notation, legend or endorsement on
the Securities.  Each Security shall be dated the date of its
authentication.

The terms and provisions contained in the form of the Securities
annexed hereto as Exhibit A shall constitute, and are hereby
expressly made, a part of this Indenture.  To the extent
applicable, the Company and the Trustee, by their execution and
delivery of this Indenture, expressly agree to such terms and
provisions and to be bound thereby.  To the extent any provision
of the Securities conflicts with any provision of this Indenture,
the terms of this Indenture shall govern and control.

The definitive Securities shall be printed, lithographed,
engraved or produced by any combination of these methods on a
steel engraved border or steel engraved borders or may be
produced in any other manner, all as determined by the Officers
executing such Securities, as evidenced by their execution of
such Securities.

The Securities shall be issued initially in the form of one or
more permanent Global Securities substantially in the form set
forth in Exhibit A deposited with, or on behalf of the Depositary
or with the Trustee, as custodian for the Depositary, duly
executed by the Company and authenticated by the Trustee as
hereinafter provided.  The aggregate principal amount of the
Global Securities may from time to time be increased or decreased
by adjustments made on the records of the Trustee, as custodian
for the Depositary or its nominee, as hereinafter provided.

Securities issued other than as described in the preceding
paragraph shall be issued in the form of permanent certificated
Securities in registered form in substantially the form set forth
in Exhibit A (the "Physical Securities").

SECTION 2.02.  Restrictive Legends.

Each Global Security shall also bear the following legend on the
face thereof:

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME
AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY (AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE
& CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY TRUST
COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO
TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

SECTION 2.03.  Execution, Authentication and Denominations.
Two Officers shall execute the Securities for the Company by
facsimile or manual signature in the name and on behalf of the
Company.

If an Officer whose signature is on a Security no longer holds
that office at the time the Trustee or authenticating agent
authenticates the Security, the Security shall be valid
nevertheless.

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

The Trustee shall authenticate for original issue Securities in
the aggregate principal amount of up to $90,000,000 upon a
written order of the Company signed by at least one Officer;
provided that the Trustee shall receive an Officers' Certificate
and an Opinion of Counsel of the Company in connection with such
uthentication of Securities.  Such order shall specify the
amount of Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated.  The
aggregate principal amount of Securities outstanding at any time
may not exceed the amount set forth above except as provided in
Sections 2.09 and 2.10 of this Indenture.

The Trustee may appoint an authenticating agent to authenticate
Securities.  An authenticating agent may authenticate Securities
whenever the Trustee may do so.  Each reference in this Indenture
to authentication by the Trustee includes authentication by such
authenticating agent.  An authenticating agent has the same
rights as an Agent to deal with the Company or an Affiliate of
the Company.

The Securities shall be issuable only in registered form without
coupons and Physical Securities shall be issuable only in
denominations of $500 in original principal amount and any
multiples of $1 in excess thereof.

SECTION 2.04.  Registrar and Paying Agent.

The Company shall maintain an office or agency where
Securities may be presented for registration of transfer or for
exchange (the "Registrar") and an office or agency where
Securities may be presented for payment (the "Paying Agent").
The Company will appoint an agent for service where notices and
demands to or upon the Company in respect of the Securities and
this Indenture may be served.  The Company shall cause the
Registrar to keep a register of the Securities and of their
transfer and exchange (the "Security Register").  The Company may
have one or more co - registrars and one or more additional Paying
Agents.

The Company shall enter into an appropriate agency agreement,
with any Agent not a party to this Indenture, which shall
incorporate the terms of the TIA and the relevant terms of this
Indenture and shall not be inconsistent with this Indenture.  The
agreement shall implement the provisions of this Indenture that
relate to such Agent.  The Company shall give prompt written
notice to the Trustee of the name and address of any such Agent
and any change in the address of such Agent.  If the Company
fails to maintain a Registrar or Paying Agent, the Trustee shall
act as such Registrar or Paying Agent.  The Company may remove
any Agent upon written notice to such Agent and the Trustee;
provided that no such removal shall become effective until
(i) the acceptance of an appointment by a successor Agent to such
Agent as evidenced by an appropriate agency agreement, entered
into by the Company and such successor Agent and delivered to the
Trustee, which shall incorporate the terms of the TIA and the
relevant terms of this Indenture and shall not be inconsistent
with this Indenture or (ii) notification to the Trustee that the
Trustee shall serve as such Agent until the appointment of a
successor Agent in accordance with clause (i) of this proviso.
The Company, any Subsidiary of the Company, or any Affiliate of
any of them may act as Paying Agent, Registrar or co - registrar,
or agent for service of notice and demands.

The Company initially appoints the Trustee as Registrar and
Paying Agent.  If, at any time, the Trustee is not the Registrar,
the Registrar shall make available to the Trustee on or before
each Interest Payment Date and at such other times as the Trustee
may reasonably request the names and addresses of the Holders as
they appear in the Security Register.

SECTION 2.05.  Paying Agent to Hold Money in Trust.

Not later than 10:00 a.m. New York City time on each due date
of the principal and interest on any Securities, the Company
shall deposit with the Paying Agent money in immediately
available funds sufficient to pay such principal and interest so
becoming due.  The Company shall require each Paying Agent other
than the Trustee to agree in writing that such Paying Agent shall
hold in trust for the benefit of the Holders or the Trustee all
money held by the Paying Agent for the payment of principal of,
premium and interest on the Securities (whether such money has
been paid to it by the Company or any other obligor on the
Securities), and such Paying Agent shall promptly notify the
Trustee of any default by the Company (or any other obligor on
the Securities) in making any such payment.  The Company at any
time may require a Paying Agent other than the Trustee to pay all
money held by it to the Trustee and account for any funds
disbursed, and the Trustee may at any time during the continuance
of any payment default, upon written request to a Paying Agent,
require such Paying Agent to pay all money held by it to the
Trustee and to account for any funds disbursed.  Upon payment to
the Trustee, the Paying Agent (solely in its capacity as such and
not with respect to any obligations as Issuer or guarantor
hereunder) shall have no further liability for the money so paid
over to the Trustee.  If the Company or any Subsidiary of the
Company or any Affiliate of any of them acts as Paying Agent, it
will, on or before each due date of any principal of or interest
on the Securities, segregate and hold in a separate trust fund
for the benefit of the Holders a sum sufficient to pay such
principal or interest so becoming due until such sums shall be
paid to such Holders or otherwise disposed of as provided in this
Indenture, and will promptly notify the Trustee of its action or
failure to act.  Upon commencement of any bankruptcy or
reorganization proceeding relating to the Company, the Trustee
shall serve as Paying Agent for the Securities.

SECTION 2.06.  Transfer and Exchange.

When Securities are presented to the Registrar or a co - registrar
with a request to register the transfer or to exchange
them for an equal principal amount of Securities of other
authorized denominations, the Registrar shall register the
transfer or make the exchange as requested if its requirements
for such transactions are met; provided, that any Security
presented or surrendered for transfer or exchange shall be duly
endorsed or accompanied by a written instruction of transfer in
form satisfactory to the Registrar and the Trustee duly executed
by the Holder thereof or by its attorney duly authorized in
writing.  To permit registrations of transfers and exchanges, the
Company shall execute and the Trustee shall authenticate
Securities at the Registrar's request.  No service charge shall
be made to a Holder for any registration of transfer or exchange
of the Securities, but the Company may require payment of a sum
sufficient to cover any transfer tax or similar governmental
charge payable in connection therewith (other than any such
transfer taxes or other similar governmental charge payable upon
exchanges pursuant to Section 2.11, 3.09, 3.11, 8.04 or 10.08 of
this Indenture).

Prior to the due presentation for registration of transfer of any
Security, the Company, the Trustee, the Paying Agent, the
Registrar or any co - registrar may deem and treat the person in
whose name a Security is registered as the absolute owner of such
Security for the purpose of receiving payment of principal of and
interest on such Security and for all other purposes whatsoever,
whether or not such Security is overdue, and none of the Company,
the Trustee, the Paying Agent, the Registrar or any co - registrar
shall be affected by notice to the contrary.

The Issuer and the Registrar shall not be required to register
the transfer of or to exchange (a) any Security for a period of
15 days next preceding the first mailing of notice of redemption
of the Securities to be redeemed or (b) any Securities selected,
called or being called for redemption in whole or part, except in
the case of any Security where public notice has been given that
such Security is to be redeemed in part, the portion thereof not
so to be redeemed.

SECTION 2.07.  Book - Entry Provisions for Global Security.

(a)     The Global Security initially shall (i) be registered in
the name of Cede & Co., as nominee of the Depositary, (ii) be
deposited with, or on behalf of, the Depositary, or with the
Trustee, as custodian for such Depositary, and (iii) bear legends
as set forth in Section 2.02.

Unless otherwise designated in writing by the Company, the
Depository shall serve as Paying Agent with respect to any Global
Security deposited with, or on behalf of, the Depository or with
the Trustee as custodian for the Depository.

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

(b)     Transfers of the Global Security shall be limited to
transfers of such Global Security in whole, but not in part, to
the Depositary, its successors or their respective nominees.
Interests of beneficial owners in the Global Security may be
transferred in accordance with the rules and procedures of the
Depositary and the provisions of Section 2.08.  In addition, if
(i) the Company notifies the Trustee in writing that the
Depositary is no longer willing or able to act as a depositary
and the Company is unable to locate a qualified successor within
90 days or (ii) the Company, at its option, notifies the Trustee
in writing that it elects to cause the issuance of Securities in
the form of Physical Securities hereunder then, upon surrender by
the Global Security Holder of its Global Security, Physical
Securities will, upon written order of the Company, be
authenticated and issued to each Person that the Global Security
Holder and the Depositary identify as being the beneficial owner
of the related Securities and the procedures in Section 2.07(c)
or (d), as applicable, shall be followed by the Trustee and the
Company.

(c)     In connection with any transfer of a portion of the
beneficial interest in the Global Security to beneficial owners
pursuant to subsection (b) of this Section, the Registrar shall
reflect on its books and records the date and a decrease in the
principal amount of the Global Security in an amount equal to the
principal amount of the beneficial interest in the Global
Security to be transferred, and the Company shall execute, and
the Trustee shall authenticate and deliver, one or more Physical
Securities of like tenor and amount.

(d)     In connection with the transfer of the entire Global
Security to beneficial owners pursuant to subsection (b) of this
Section, the Global Security shall be deemed to be surrendered to
the Trustee for cancellation, and the Company shall execute, and
the Trustee shall authenticate and deliver, to each beneficial
owner identified by the Depositary in exchange for its beneficial
interest in the Global Security, an equal aggregate principal
amount of Physical Securities of authorized denominations.

(e)     The Holder of the Global Security may grant proxies and
otherwise authorize any person, including Agent Members and
persons that may hold interests through Agent Members, to take
any action which a Holder is entitled to take under this
Indenture or the Securities.

SECTION 2.08.  Special Transfer Provisions.

(a)     If the proposed transferor is an Agent Member holding a
beneficial interest in the Global Security, upon receipt by the
Registrar of instructions given in accordance with the
Depositary's and the Registrar's procedures therefor, the
Registrar shall reflect on its books and records the date and a
decrease in the principal amount of the Global Security in an
amount equal to the principal amount of the beneficial interest
in the Global Security to be transferred, and the Company shall
execute, and the Trustee shall authenticate and deliver, one or
more Physical Securities of like tenor and amount.

(b)     If the proposed transferee is an Agent Member, and the
Securities to be transferred consist of Physical Securities, upon
receipt by the Registrar of instructions given in accordance with
the Depositary's and the Registrar's procedures therefor, the
Registrar shall reflect on its books and records the date and an
increase in the principal amount of the Global Security in an
amount equal to the principal amount of the Physical Securities
to be transferred, and the Trustee shall cancel the Physical
Security so transferred and such Physical Security shall have no
further effect.

(c)     The Registrar shall retain as required by law copies of
all letters, notices and other written communications received
pursuant to Section 2.07 or this Section 2.08.  The Company shall
have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time
upon the giving of reasonable written notice to the Registrar.

SECTION 2.09.  Replacement Securities.

If a mutilated Security is surrendered to the Trustee or if
the Holder claims that the Security has been lost, destroyed or
wrongfully taken, then, in the absence of notice to the Issuer or
the Trustee that such Security has been acquired by a bona fide
purchaser, upon satisfaction of the requirements of this
Indenture, the Company shall issue and the Trustee shall
authenticate a replacement Security of like tenor and principal
amount.  If required by the Trustee or the Company, an indemnity
bond must be furnished by the Holder that is sufficient in the
judgment of both the Trustee and the Company to protect the
Company, the Trustee or any Agent from any loss that any of them
may suffer if a Security is replaced.  The Company may charge
such Holder for its expenses in replacing a Security.  In case
any such mutilated, lost, destroyed or wrongfully taken Security
has matured or is about to mature, or has been called for
redemption in full, the Company in its discretion may pay such
Security instead of issuing a new Security in replacement
thereof.

Every replacement Security is an additional obligation of the
Company and shall be entitled to the benefits of this Indenture
equally and proportionately with all other Securities issued
hereunder.

SECTION 2.10.  Outstanding Securities.

Securities outstanding at any time are all Securities that
have been authenticated by the Trustee except for those cancelled
by it, those delivered to it for cancellation, those reductions
in the Global Security effected in accordance with the terms of
this Indenture and those described in this Section 2.10 as not
outstanding.  A Security does not cease to be outstanding because
the Company or one of its Affiliates holds the Security.

If a Security is replaced pursuant to Section 2.09, it ceases to
be outstanding unless and until the Trustee receives proof
satisfactory to it that the replaced Security is held by a bona
fide purchaser.

If the principal amount of any Security is considered paid under
Section 3.01 hereof, such Security ceases to be outstanding and
interest ceases to accrue thereon.

If the Paying Agent (other than the Company or an Affiliate of
the Company) holds on a maturity date money sufficient to pay
Securities payable on that date, then on and after that date such
Securities cease to be outstanding and interest on them shall
cease to accrue.

SECTION 2.11.  Temporary Securities.

Until definitive Securities are ready for delivery, the
Company may prepare and the Trustee shall authenticate temporary
Securities.  Temporary Securities shall be substantially in the
form of definitive Securities but may have insertions,
substitutions, omissions and other variations determined to be
appropriate by the officers executing the temporary Securities,
as evidenced by their execution of such temporary Securities.
Without unreasonable delay, the Company shall prepare and the
Trustee shall authenticate definitive Securities in exchange for
temporary Securities.  Until so exchanged, the temporary
Securities shall be entitled to the same benefits under this
Indenture as definitive Securities.

SECTION 2.12.  Cancellation.
The Company at any time may deliver Securities to the Trustee
for cancellation.  The Registrar and the Paying Agent shall
forward to the Trustee any Securities surrendered to them for
transfer, exchange or payment.  The Trustee and no other Person
shall cancel all Securities surrendered for transfer, exchange,
payment (including any repurchase) or cancellation and shall
destroy them in accordance with its normal procedure.  The
Company may not issue new Securities to replace Securities it has
paid in full.

SECTION 2.13.  CUSIP Numbers.

The Company in issuing the Securities may use CUSIP numbers
(if then generally in use), and the Trustee shall use CUSIP
numbers in notices of exchange as a convenience to Holders;
provided that any such notice shall state that no representation
is made by the Trustee as to the correctness of such numbers
either as printed on the Securities or as contained in any notice
of exchange and that reliance may be placed only on the other
identification numbers printed on the Securities.

SECTION 2.14.  Defaulted Interest.

If the Company defaults in a payment of interest on the
Securities, it shall pay, or shall deposit with the Paying Agent
money in immediately available funds sufficient to pay, the
defaulted interest, plus (to the extent lawful) any interest
payable on the defaulted interest, to the Persons who are Holders
on a subsequent special record date.  A special record date, as
used in this Section 2.14 with respect to the payment of any
defaulted interest, shall mean the 15th day next preceding the
date fixed by the Company for the payment of defaulted interest,
whether or not such day is a Business Day.  At least 15 days
before the subsequent special record date, the Company shall mail
to each Holder and to the Trustee a notice that states the
subsequent special record date, the payment date and the amount
of defaulted interest to be paid.  Nothing herein shall prohibit
the Company from paying defaulted interest in any lawful manner.

SECTION 2.15.  Treasury Securities Deemed Outstanding.

In determining whether the Holders of the required principal
amount of Securities have concurred in any direction, amendment,
supplement, waiver or consent, Securities owned by the Company or
an Affiliate of the Company or any of its Affiliates shall be
deemed not to be outstanding except that, for the purpose of
determining whether the Trustee or a Responsible Officer shall be
protected in relying on any such direction, waiver or consent,
only Securities which a Responsible Officer actually knows are so
owned shall be so disregarded.  Also, subject to the foregoing,
only Securities outstanding at the time shall be considered in
any such determination.

SECTION 2.16.  Securities Obligations of Company Only.

The Holders acknowledge, by their acceptance of Securities,
that such Securities are solely obligations of the Company and
that the Indebtedness under the Bank Credit Agreement constitutes
obligations of one or more of the Company's Subsidiaries.

SECTION 2.17.  Noteholder Lists.
The Trustee shall preserve in as current a form as is
reasonably practicable the most recent list available to it of
the names and addresses of Holders.  The Trustee shall update
this list on or before each Interest Payment Date and at such
other times as the Trustee may reasonably require.

SECTION 2.18.  Communication By Holders with Other Holders.

Pursuant to TIA Section 312(b), Holders may communicate with
other Holders with respect to their rights under this Indenture
or the Securities.  The Company, the Trustee, the Registrar and
the Paying Agent shall be entitled to the protections of TIA
Section 312(c).

                            ARTICLE THREE

                              COVENANTS

SECTION 3.01.  Payment of Securities.

The Company shall pay the principal of and interest on the
Securities on the dates and in the manner provided in the
Securities and this Indenture.  An installment of principal or
interest shall be considered paid on the date due if the Trustee
or Paying Agent (other than the Company, a Subsidiary of the
Company, or any Affiliate of any of them) holds on that date
money designated for and sufficient to pay the installment.  If
the Company, any Subsidiary of the Company, or any Affiliate of
any of them, acts as Paying Agent, an installment of principal or
interest shall be considered paid on the due date if the entity
acting as Paying Agent complies with the last sentence of
Section 2.05 of this Indenture.

The Company shall pay interest on overdue principal and interest
on overdue installments of interest, to the extent lawful, at the
rate per annum therefor indicated in the Securities.

SECTION 3.02.  Maintenance of Office or Agency.

The Company will maintain in the Borough of Manhattan, The
City of New York an office or agency where Securities may be
surrendered for registration of transfer or exchange or for
presentation for payment and where notices and demands to or upon
the Company in respect of the Securities and this Indenture may
be served.  The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such
office or agency.  If at any time the Company shall fail to
maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations,
surrenders, notices and demands may be made or served at the
address of the Trustee set forth in Section 9.02 of this
Indenture.

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

The Company hereby initially designates the office of the
Trustee, located in the Borough of Manhattan, The City of New
York as such office of the Company in accordance with
Section 2.04 of this Indenture.

SECTION 3.03.  Limitation on Indebtedness.

(a)  The Company shall not, and shall not permit any Restricted
Subsidiary to, Incur any Indebtedness except:

(i)     Indebtedness of the Company if, after giving effect to
the Incurrence of such Indebtedness and the receipt and
application of the proceeds therefrom, the Consolidated Fixed
Charge Ratio of the Company would be greater than 2.25:1;

(ii)     Indebtedness under the Bank Credit Agreement in an
aggregate principal amount not to exceed (x) $80,000,000 less
(y) the amount of any repayment thereof pursuant to clause (B) in
the second paragraph of Section 3.09(a);

(iii)     Indebtedness existing on the Issue Date (including
Indebtedness represented by the Securities originally issued on
the Issue Date);

(iv)     Indebtedness issued in exchange for, or the net proceeds
of which are used to exchange, refinance or refund, outstanding
Indebtedness of the Company or any of its Restricted Subsidiaries
in an amount (or, if such new Indebtedness provides for an amount
less than the principal amount thereof to be due and payable upon
a declaration of acceleration thereof, with an original issue
price) not to exceed the amount so exchanged, refinanced or
refunded (plus premiums, accrued interest, fees and expenses);
provided that (A) the Indebtedness issued does not mature prior
to the Stated Maturity of, and does not have an Average Life
shorter than, the Average Life of the Indebtedness being so
exchanged, refinanced or refunded and (B) in case the
Indebtedness to be exchanged, refinanced or refunded is expressly
subordinated in right of payment to the Securities, (1) such
Indebtedness, by its terms or by the terms of any agreement or
instrument pursuant to which such Indebtedness is issued, is
expressly made subordinate in right of payment to the Securities
at least to the extent that the Indebtedness to be exchanged,
refinanced or refunded is subordinated in right of payment to the
Securities, (2) such Indebtedness, determined as of the date of
its Incurrence, does not mature prior to one year after the
Stated Maturity of the Securities and (3) the Average Life of
such Indebtedness, determined as of the date of its Incurrence,
is at least one year longer than the remaining Average Life of
the Securities; provided, further that any such Indebtedness that
refinances Indebtedness of the Company may not be Incurred by a
Person other than the Company, and any such Indebtedness that
refinances Indebtedness of a Restricted Subsidiary may not be
incurred by a Person other than such Restricted Subsidiary;

(v)     Indebtedness of the Company to any Restricted Subsidiary
that is a Ninety - Five Percent Owned Subsidiary, or of a
Restricted Subsidiary to the Company or to any other Restricted
Subsidiary that is a Ninety - Five Percent Owned Subsidiary;

(vi)     Acquired Indebtedness; provided that, at the time of the
Incurrence thereof, the Company could Incur at least $1.00 of
Indebtedness under clause (i) of this Section 3.03(a), and
refinancings thereof; provided further that any refinancing
Indebtedness may not be Incurred by any Person other than the
Company or the Restricted Subsidiary that is the obligor on such
Acquired Indebtedness;

(vii)     Indebtedness in respect of performance bonds, bankers'
acceptances and surety or appeal bonds provided in the ordinary
course of business;

(viii)     Indebtedness under Currency Agreements and Interest
Rate Agreements; provided that, in the case of Currency
Agreements that relate to other Indebtedness, such Currency
Agreements do not increase the Indebtedness of the Company or any
Subsidiary outstanding at any time other than as a result of
fluctuations in foreign currency exchange rates or by reason of
fees, indemnities and compensation payable thereunder;

(ix)     Indebtedness arising from Guarantees or letters of
credit, surety bonds or performance bonds securing any
obligations of the Company or any Subsidiary pursuant to
agreements providing for indemnification, adjustment of purchase
price or similar obligations Incurred in connection with the
disposition of any business, assets or Subsidiary of the Company,
in a principal amount not to exceed the gross proceeds actually
received by the Company or any Subsidiary in connection with such
disposition (but excluding Guarantees of Indebtedness Incurred by
any Person acquiring all or any portion of such business, assets
or Subsidiary of the Company for the purpose of financing such
acquisition);

(x)     Indebtedness incurred to finance capital expenditures in
a principal amount not to exceed, together with other
Indebtedness Incurred pursuant to this clause (x) during the
preceding 12 - month period, $10 million in the aggregate;

(xi)     Incurrence of Capitalized Leases in an amount required
to be capitalized on the Company's consolidated balance sheet not
to exceed, together with other Indebtedness Incurred pursuant to
this clause (xi), $3 million during the preceding 12 - month period
or $12.5 million since the Issue Date;

(xii)     additional Indebtedness under the Bank Credit Agreement
in an aggregate principal amount not to exceed $15 million; and

(xiii)     Indebtedness of the Company not otherwise permitted by
this Section 3.03(a), in an aggregate amount not to exceed $5
million at any time outstanding and Indebtedness of Restricted
Subsidiaries not otherwise permitted by this Section 3.03(a), in
an aggregate amount not to exceed $25 million at any time
outstanding.

(b)  For purposes of determining any particular amount of
Indebtedness under this Section 3.03, Guarantees of, or
obligations with respect to letters of credit supporting,
Indebtedness otherwise included in the determination of such
particular amount shall not be included.  For purposes of
determining compliance with this Section 3.03, (A) in the event
that an item of Indebtedness meets the criteria of more than one
of the types of Indebtedness described in the above clauses, the
Company, in its sole discretion, shall classify such item of
Indebtedness and shall only be required to include the amount and
type of such Indebtedness in one of such clauses and (B) the
amount of Indebtedness issued at a price that is less than the
principal amount thereof shall be equal to the amount of the
liability in respect thereof determined in conformity with GAAP.

SECTION 3.04.  Limitation on Restricted Payments.

The Company will not, and will not permit any Restricted
Subsidiary, directly or indirectly, to (i) declare or pay any
dividend or make any distribution on any class of its Capital
Stock (other than dividends or distributions payable solely in
shares of its or such Restricted Subsidiary's Capital Stock
(other than Redeemable Stock) of the same class as such Capital
Stock or in options, warrants or other rights to acquire shares
of such Capital Stock) held by Persons other than the Company or
any of its Restricted Subsidiaries which are Wholly Owned
Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire
for value any shares of Capital Stock of the Company, any
Restricted Subsidiary or any Unrestricted Subsidiary (including
options, warrants or other rights to acquire any shares of such
Capital Stock) held by Persons other than the Company or another
Restricted Subsidiary that is a Wholly Owned Subsidiary,
(iii) make any voluntary or optional principal payment, or
voluntary or optional redemption, repurchase, defeasance or other
acquisition or retirement for value, of Indebtedness of the
Company that is expressly subordinated in right of payment to the
Securities, (iv) make any Investment in any Affiliate (other than
the Company or a Restricted Subsidiary that is a Ninety-Five
Percent Owned Subsidiary, including any Person that becomes such
a Restricted Subsidiary by virtue of such Investment) or (v) make
any Investment in any Joint Venture (such payments or any other
actions described in clauses (i) through (v) being collectively
"Restricted Payments") unless at the time of and after giving
effect to the proposed Restricted Payment:

(a)  no Default or Event of Default shall have occurred and be
continuing,

(b)  the Company could Incur at least $1.00 of Indebtedness
pursuant to clause (i) of Section 3.03(a) and

(c)  the aggregate amount expended for all Restricted Payments
(the amount so expended, if other than in cash, to be determined
in good faith by the Board of Directors and evidenced by a Board
Resolution) after the Issue Date (together with any amounts paid
after such date pursuant to clauses (i), (iv) and (vi) in the
following paragraph) shall not exceed the sum of

(1)  50% of the aggregate amount of Adjusted Consolidated Net
Income (or, if the Adjusted Consolidated Net Income is a loss,
minus 100% of such amount) of the Company accrued on a cumulative
basis during the period (taken as one accounting
period) beginning on the first day of the fiscal quarter
following the Issue Date and ending on the last day of the last
fiscal quarter preceding the Transaction Date plus

(2)  the aggregate net proceeds (including the fair market value
of noncash proceeds as determined in good faith by the Board of
Directors, whose determination shall be evidenced by a Board
Resolution) received by the Company from the issuance and sale of
its Capital Stock (other than Redeemable Stock) to any Person
other than a Subsidiary of the Company, including an issuance or
sale for cash or other property upon the conversion of any
Indebtedness of the Company subsequent to the Issue Date, or from
the issuance of any options, warrants or other rights to acquire
Capital Stock of the Company (in each case, excluding any
Redeemable Stock or any options, warrants or other rights that
are redeemable at the option of the holder, or are required to be
redeemed, prior to the Stated Maturity of the principal of the
Securities) plus

(3)  an amount equal to the net reduction in Investments in
Unrestricted Subsidiaries resulting from payments of principal of
or interest on Indebtedness, dividends or other transfers of
assets, in each case to the Company or any Restricted Subsidiary
from any Unrestricted Subsidiary, or from the redesignation of
any Unrestricted Subsidiary as a Restricted Subsidiary (valued in
each case as provided in the definition of "Investments"), not to
exceed, in the case of any Unrestricted Subsidiary, the amount of
Investments previously made by the Company or any Restricted
Subsidiary in such Unrestricted Subsidiary.

The foregoing provision shall not be violated by reason of:

(i)     the payment of any dividend within 60 days after the date
of declaration thereof if, at the date of declaration, such
payment would comply with the foregoing provision;

(ii)     (A)  following an initial public offering of the Common
Stock of the Company, the declaration and payment of dividends on
the Common Stock of the Company of up to 6% per annum of the net
proceeds received by the Company in such initial public offering,
or (B) following an initial public offering of the Common Stock
of Holdings, the declaration and payment of dividends to Holdings
in an amount sufficient to permit Holdings to pay dividends on
its Common Stock in an amount of up to 6% per annum of the net
proceeds received by Holdings in such initial public offering and
contributed to the capital of the Company;

(iii)     the purchase, redemption, acquisition, cancellation or
other retirement for value of shares of Capital Stock of the
Company, Holdings or any Restricted Subsidiary, options on any
such shares or related stock appreciation rights or similar
securities held by officers or employees or former officers or
employees (or their estates or beneficiaries under their estates)
and which were issued pursuant to any stock option plan, upon
death, disability, retirement, termination of employment or
pursuant to the terms of such stock option plan or any other
agreement under which such shares of Capital Stock, options,
related rights or similar securities were issued, or the payment
of dividends to Holdings in an amount sufficient to effect such
purchase, redemption, acquisition, cancellation or other
retirement for value by Holdings; provided that the aggregate
cash consideration paid for such purchase, redemption,
acquisition, cancellation or other retirement for value of such
shares of Capital Stock, options, related rights or similar
securities after the Issue Date does not exceed $5 million per
annum or $10 million in the aggregate;

(iv)     the redemption, repurchase or other acquisition for
value of Capital Stock of the Company or any Subsidiary of the
Company in exchange for, or with the proceeds of a substantially
concurrent offering of, other shares of Capital Stock of the
Company (other than Redeemable Stock);

(v)     the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness that is
subordinated in right of payment to the Securities, including
premium, if any, and accrued and unpaid interest, in exchange
for, or with the proceeds or a substantially concurrent issuance
of, Indebtedness Incurred under clause (iv) of Section 3.03(a);

(vi)     the redemption, repurchase, defeasance or other
acquisition or retirement for value of Indebtedness of the
Company that is subordinated in right of payment to the
securities including premium, if any, and accrued and unpaid
interest, in exchange for, or with the proceeds of a
substantially concurrent issuance of, shares of the Capital Stock
of the Company (other than Redeemable Stock);

(vii)     the purchase of shares of Capital Stock of Holdings for
contributions to the pension and other employee benefit plans of
the Company and its Subsidiaries, provided that the aggregate
consideration paid for such purchases do not, in any one fiscal
year of the Company, exceed an aggregate amount of $1 million,

(viii)     the making of Investments in any Person (including in
any Restricted Subsidiary that is not a Ninety - Five Percent Owned
Subsidiary and any Unrestricted Subsidiary) in an aggregate
amount for all such Persons not to exceed $40 million outstanding
at any time; provided in each case, no Default or Event of
Default shall have occurred and be continuing or shall occur as a
consequence thereof, or

(ix)     the payment of any dividend in cash by a Restricted
Subsidiary of the Company to the holders of its Capital Stock on
a pro rata basis.

SECTION 3.05.  Limitation on Dividend and Other Payment
Restrictions Affecting Restricted Subsidiaries.

(a)  The Company will not, and will not permit any Restricted
Subsidiary to, create or otherwise cause or suffer to exist or
become effective any consensual encumbrance or restriction of any
kind on the ability of any Restricted Subsidiary to (i) pay
dividends or make any other distributions permitted by applicable
law on any Capital Stock of such Restricted Subsidiary owned by
the Company or any other Restricted Subsidiary, (ii) pay interest
on or principal of any Indebtedness owed to the Company or any
other Restricted Subsidiary, (iii) make loans or advances to the
Company or any other Restricted Subsidiary or (iv) transfer any
of its property or assets to the Company or any other Restricted
Subsidiary.

(b)  The provisions of paragraph (a) shall not restrict or
prohibit any encumbrances or restrictions:

(i)     in the Bank Credit Agreement or any other agreements in
effect on the Issue Date;

(ii)     in this Indenture or the Securities;

(iii)     with respect to any Person or the property or assets of
such Person, acquired by the Company or any Restricted Subsidiary
and existing prior to such acquisition, which encumbrances or
restrictions are not applicable to any Person or the property or
assets of any Person other than such Person or the property or
assets of such Person so acquired;

(iv)     in any agreement that extends, refinances, renews or
replaces agreements containing restrictions referred to in
clause (i), (ii) or (iii) above, which encumbrances or
restrictions are no less favorable in any material respect to the
Holders than those encumbrances or restrictions that are then in
effect pursuant to the agreements that are being extended,
refinanced, renewed or replaced;

(v)     in the case of clause (iv) of the first paragraph of this
Section 3.05, (A) restricting in a customary manner the
subletting, assignment or transfer of any property or asset that
is a lease, license, conveyance or contract or similar property
or asset, (B) arising by virtue of any transfer of, agreement to
transfer, option or right with respect to, or any Lien on any
property or assets of the Company or any Restricted Subsidiary
not otherwise prohibited by this Indenture or (C) arising or
agreed to in the ordinary course of business and that do not,
individually or in the aggregate, detract from the value of the
property or assets of the Company or any Restricted Subsidiary in
any manner material to the Company or such Restricted Subsidiary;

(vi)     that constitute Permitted Liens; or

(vii)      under or by reason of applicable law, rule or
regulation (including, without limitation, applicable currency
control laws and applicable state corporate statutes restricting
the payment of dividends in certain circumstances).

SECTION 3.06.  Intentionally Left Blank.

This Section 3.06 has been intentionally left blank.

SECTION 3.07.  Limitation on Transactions with Shareholders and
                 Affiliates.

The Company will not, and will not permit any Restricted
Subsidiary to, directly or indirectly, enter into, renew or
extend any transaction (including, without limitation, the
purchase, sale, lease or exchange of property or assets, or the
rendering of any service) involving aggregate consideration in
excess of $2 million with any holder (or any Affiliate of such
holder) of 5% or more of any class of Capital Stock of the
Company or any Subsidiary of the Company or with any Affiliate of
the Company, except upon fair and reasonable terms no less
favorable to the Company or such Restricted Subsidiary than could
be obtained in a comparable arm's - length transaction with a
Person that is not such a holder or an Affiliate.

The foregoing limitation does not limit, and shall not apply to:

(i)     any transaction in the ordinary course of business
between the Company and any Restricted Subsidiary or between
Restricted Subsidiaries;

(ii)     transactions approved by a majority of the disinterested
members of the Board of Directors (if any);

(iii)     any payment of moneys or issuance of securities
pursuant to employment arrangements and employee benefit plans,
in each case approved by the Board of Directors;

(iv)     the payment of reasonable and customary regular fees to
directors of the Company or any Subsidiary of the Company who are
not employees of the Company or such Subsidiary of the Company,

(v)     any payments or other transactions pursuant to any tax-
sharing agreement between the Company and any other Person with
which the Company is required or permitted to file a consolidated
tax return or with which the Company is or could be part of a
consolidated group for tax purposes;

(vi)     any Restricted Payments permitted by Section 3.04;

(vii)     loans or advances by the Company or a Restricted
Subsidiary to employees of the Company or a Restricted Subsidiary
in the ordinary course of business;

(viii)     any transaction contemplated by any stock option plan
of the Company; or

(ix)     the allocation of Indebtedness and interest expense
under the Bank Credit Agreement among the Company and one or more
Restricted Subsidiaries.

SECTION 3.08.  Limitation on Liens.

The Company will not, and will not permit any Restricted
Subsidiary to, create, incur, assume or suffer to exist any Lien
on any asset of the Company or such Restricted Subsidiary,
without making effective provision for all of the Securities and
all other amounts due under this Indenture to be directly secured
equally and ratably with (or prior to) the obligation or
liability secured by such Lien unless, after giving effect
thereto, the aggregate amount of any such obligation or liability
so secured, plus the Attributable Indebtedness for all sale -
leaseback transactions restricted as described in Section 3.10,
does not exceed 10% of Consolidated Net Tangible Assets.

The foregoing limitation does not apply to, and any computation
of Indebtedness secured under such limitation shall exclude:

(i)     Liens existing on the Issue Date;

(ii)     Liens securing obligations under the Bank Credit
Agreement;

(iii)     Liens with respect to Acquired Indebtedness and
refinancings thereof permitted under clause (vi) of
Section 3.03(a); provided that such Liens do not extend to or
cover any property or assets of the Company or any Subsidiary of
the Company other than the property or assets of the Subsidiary
acquired;

(iv)     Liens with respect to assets of a Restricted Subsidiary
granted by such Restricted Subsidiary to the Company or to a
Restricted Subsidiary that is a Wholly Owned Subsidiary of the
Company to secure Indebtedness owing to the Company or such other
Restricted Subsidiary by such Restricted Subsidiary;

(v)     Liens granted in connection with the extension, renewal,
refinancing or replacement, in whole or in part, of any secured
Indebtedness permitted to be incurred under clause (iv) of
Section 3.03(a); provided that such Liens do not extend to or
cover any property or assets of the Company or any Restricted
Subsidiary other than the property or assets securing the
Indebtedness being refinanced;

(vi)     Liens in respect of Capitalized Leases Incurred pursuant
to clause (xi) in Section 3.03(a);

(vii)     Permitted Liens;

(viii)    Liens securing obligations under the Securities, this
Indenture and the Security Documents; and

(ix)     additional Liens securing Indebtedness or other
obligations in an aggregate amount not exceeding $1,000,000.

SECTION 3.09.  Limitation on Asset Sales.

(a)  Neither the Company nor any Restricted Subsidiary shall
consummate any Asset Sale (other than an Asset Sale in connection
with a sale - leaseback transaction complying with Section 3.10)
unless (i) the Company or such Restricted Subsidiary receives
consideration at the time of such Asset Sale having a value
(including the value of any noncash consideration, as determined
in good faith by the Board of Directors) at least equal to the
fair market value (as determined in good faith by the Board of
Directors) of the shares or assets subject to such Asset Sale,
(ii) at least 80% of such consideration is in the form of cash
(including, for purposes of this clause (ii), (A) the principal
amount of any Indebtedness (as reflected on the Company's
consolidated balance sheet) of the Company or any Restricted
Subsidiary for which the Company and its Restricted Subsidiaries
will cease to be liable, directly or indirectly, as a result of
such Asset Sale; and (B) securities that are promptly converted
into cash) and (iii) 100% of the Net Cash Proceeds with respect
to such Asset Sale are applied by the Company or such Restricted
Subsidiary as set forth in the succeeding paragraph.
Notwithstanding the foregoing, any Asset Sale constituting the
sale of all or any portion of the retail business of the Company
and its Restricted Subsidiaries existing as of the date hereof
that are not located in Puerto Rico or Florida (including the
sale of individual stores) need not comply with clause (a)(ii) of
the preceding sentence.

In the event and to the extent that the Net Cash Proceeds
received by the Company or any Restricted Subsidiary from one or
more Asset Sales in any period of 12 consecutive months (other
than Asset Sales by the Company or another Restricted Subsidiary
to the Company or another Restricted Subsidiary) exceed 15% of
Consolidated Net Tangible Assets in any one fiscal year
(determined as of the date closest to the commencement of such 12 -
month period for which a balance sheet of the Company and its
Subsidiaries has been prepared), then within 12 months following
the date of such event, the Company or such Restricted Subsidiary
shall apply such excess Net Cash Proceeds (A) first, to the
extent the Company or such Subsidiary elects, to invest (or to
enter into a definitive agreement committing so to invest within
12 months after the date of such agreement) in property or assets
that (as determined in good faith by the Board of Directors) are
of a nature or type or are used in a business (or in a company
having property and assets of a nature or type, or engaged in a
business) similar or related to the nature or type of the
property and assets of, or to the business of, the Company and
its Restricted Subsidiaries existing on the date of such Asset
Sale; (B) second, to the extent of the balance of such excess Net
Cash Proceeds after application in accordance with clause (A) and
to the extent the Company or such Restricted Subsidiary elects,
to prepay, repay or purchase Securities or Indebtedness of any
Restricted Subsidiary; provided that the Company or such
Restricted Subsidiary shall repay such Indebtedness and cause the
related loan commitment to be permanently reduced in an amount
equal to the principal amount so prepaid, repaid or purchased and
(C) third, to the extent of the balance of such excess Net Cash
Proceeds after application in accordance with clauses (A) and
(B), to make an offer to purchase Securities as set forth below.
The amount of such excess Net Cash Proceeds required to be
applied (or committed to be applied) during such 12 - month period
as set forth in clause (A) or (B) of the preceding sentence and
not applied as so required by the end of such period shall
constitute "Excess Proceeds".

To the extent the property that is the subject of an Asset Sale
consists of Collateral, the Company shall cause the Net Cash
Proceeds thereof to be deposited with the Banks (or an agent or
representative on their behalf) or, in the event that the Bank
Credit Agreement shall have been paid in full (and no commitments
thereunder shall be outstanding), with the Trustee in the
Collateral Account, and shall maintain such deposit with the
Banks (or such agent or representative), or with the Trustee in
the Collateral Account, until such time as such Net Cash Proceeds
shall be applied as provided above and, in that connection, the
Trustee agrees to release any such Net Cash Proceeds (and, to the
extent required, to authorize the Banks, or any such agent or
representative, to release such Net Cash Proceeds) to the Company
upon delivery of an Officers' Certificate to the Trustee stating
that the Net Cash Proceeds to be released will be applied as
provided above; provided that if any Net Cash Proceeds are reinvested
in property or assets pursuant to clause (A) of the
preceding paragraph, the Company shall ensure that any Capital
Stock that is owned by the Company (whether previously owned by
it or acquired by it as a result of such reinvestment) is pledged
to the Trustee as Collateral under the Security Pledge and
Intercreditor Agreement and the Company shall execute such
appropriate documentation as shall be necessary to effect such
pledge.

(b)     If, as of the first day of any calendar month, the
aggregate amount of Excess Proceeds not theretofore subject to an
Excess Proceeds Offer (as defined below) totals at least $10
million, the Company must, not later than the fifteenth Business
Day of such month, make an offer (an "Excess Proceeds Offer") to
purchase from the Holders on a pro rata basis an aggregate
principal amount of Securities equal to the Excess Proceeds on
such date (rounded down to the nearest $500), at a purchase price
equal to 101% of the principal amount of such Securities, plus,
in each case, accrued interest (if any) to the date of purchase
(the "Excess Proceeds Payment").

(c)     The Company shall commence an Excess Proceeds Offer by
mailing a notice to the Trustee and each Holder as of such record
date as the Company shall establish (and delivering such notice
to the Trustee at least five days prior thereto) stating:

(i)     that the Excess Proceeds Offer is being made pursuant to
this Section 3.09 and that all Securities validly tendered will
be accepted for payment on a pro rata basis;

(ii)     the purchase price and the date of purchase (which shall
be a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed) (the "Excess Proceeds
Payment Date");

(iii)     that any Security not tendered will continue to accrue
interest;

(iv)     that, unless the Company defaults in the payment of the
Excess Proceeds Payment, any Security accepted for payment
pursuant to the Excess Proceeds Offer shall cease to accrue
interest on and after the Excess Proceeds Payment Date;

(v)     that Holders electing to have any Security purchased
pursuant to the Excess Proceeds Offer will be required to
surrender such Security, together with the form entitled "Option
of the Holder to Elect Purchase" on the reverse side of the
Security completed, to the Paying Agent at the address specified
in the notice prior to the close of business on the Business Day
immediately preceding the Excess Proceeds Payment Date;

(vi)     that Holders will be entitled to withdraw their election
if the Paying Agent receives, not later than the close of
business on the third Business Day immediately preceding the
Excess Proceeds Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the
principal amount of Securities delivered for purchase and a
statement that such Holder is withdrawing his election to have
such Securities purchased; and

(vii)     that Holders whose Securities are being purchased only
in part will be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered;
provided that each Security purchased and each new Security
issued shall be in a principal amount of $500 or multiples of $1
in excess thereof.

At least five days prior to the date notice is mailed to each
Holder, the Company shall furnish the Trustee with an Officers'
Certificate stating the amount of the Excess Proceeds Payment.

(d)     On the Excess Proceeds Payment Date, the Company shall:

(i)     accept for payment on a pro rata basis Securities or
portions thereof tendered pursuant to the Excess Proceeds Offer;

(ii)     deposit one day prior to the Excess Proceeds Payment
Date with the Paying Agent money sufficient to pay the aggregate
purchase price of all Securities or portions thereof so accepted;
and

(iii)     deliver, or cause to be delivered, to the Trustee, all
Securities or portions thereof so accepted, together with an
Officers' Certificate specifying the Securities or portions
thereof accepted for payment by the Company.

The Paying Agent shall promptly mail to each Holder of Securities
so accepted payment in an amount equal to the purchase price of
the Securities tendered by such Holder and accepted by the
Company, and the Trustee shall promptly authenticate and mail to
such Holders a new Security equal in principal amount to any
unpurchased portion of the Security surrendered; provided that
each Security purchased and each new Security issued shall be in
a principal amount of $500 or multiples of $1 in excess thereof.

The Company will publicly announce the results of the Excess
Proceeds Offer as soon as practicable after the Excess Proceeds
Payment Date.  For purposes of this Section 3.09, the Trustee
shall act as the Paying Agent.

(e)     The Company will comply with Rule 14e - 1 under the
Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable
in the event that the Company is required to repurchase
Securities as described above.  The Trustee shall not be
responsible for determining whether compliance with such Rule 14e -
1 is required or has been satisfied.

SECTION 3.10.  Limitation on Sale - Leaseback Transactions.

The Company will not, and will not permit any Restricted
Subsidiary to, enter into any sale - leaseback transaction, unless
the aggregate amount of all Attributable Indebtedness with
respect to such transactions, plus all Indebtedness secured by
Liens (excluding secured obligations or liabilities that are
excluded as described in the second paragraph of Section 3.08),
does not exceed 10% of Consolidated Net Tangible Assets.

The foregoing restriction does not apply to, and any computation
of Attributable Indebtedness under such limitation shall exclude,
any sale - leaseback transaction if:

(i)     the lease is for a period, including renewal rights, of
not in excess of three years;

(ii)     the sale or transfer of the property is entered into
prior to, at the time of, or within 12 months after the later of
the acquisition of the property or the completion of construction
thereof;

(iii)     the lease secures or relates to industrial revenue
bonds;

(iv)     the transaction is between the Company and any
Restricted Subsidiary or between Restricted Subsidiaries; or

(v)     within 12 months after the sale of any Property is
completed, the Company or such Restricted Subsidiary applies an
amount not less than the net proceeds received from such sale in
the manner described in the second paragraph of Section 3.09(a).

SECTION 3.11.  Repurchase of Securities upon Change of Control.

(a)  Upon the occurrence of a Change of Control, each Holder
shall have the right to require the Company to repurchase such
Holder's Securities by the Company in cash pursuant to the offer
described below (the "Change of Control Offer") at a purchase
price equal to 101% of the principal amount thereof, plus accrued
interest (if any) to the date of purchase (the "Change of Control
Payment").  Prior to the mailing of the notice to Holders
provided for in the succeeding paragraph, but in any event within
30 days following the occurrence of a Change of Control, the
Company covenants to (i) repay or cause to be repaid in full all
Indebtedness under the Bank Credit Agreement, or to offer to
repay in full all such Indebtedness and to repay the Indebtedness
of each Bank which has accepted such offer or (ii) obtain the
requisite consents under the Bank Credit Agreement to permit the
repurchase of the Securities, as provided for in the succeeding
paragraph.  The Company shall first comply with the covenant in
the preceding sentence before it shall be required to repurchase
Securities pursuant to this Section 3.11.  The notice to Holders
shall contain all instructions and material necessary to enable
such Holders to tender Securities.

(b)     Within 30 days after the occurrence of a Change of
Control, the Company shall mail a notice to the Trustee and each
Holder as of such record date as the Company shall establish (and
deliver such notice to the Trustee at least five days prior
thereto) stating:

(i)     that a Change of Control has occurred, that the Change of
Control Offer is being made pursuant to this Section 3.11 and
that all Securities validly tendered will be accepted for
payment;

(ii)     the purchase price and the date of purchase (which shall
be a Business Day no earlier than 30 days nor later than 60 days
from the date such notice is mailed) (the "Change of Control
Payment Date");

(iii)     that any Security not tendered will continue to accrue
interest;

(iv)     that, unless the Company defaults in the payment of the
Change of Control Payment, any Security accepted for payment
pursuant to the Change of Control Offer shall cease to accrue
interest on and after the Change of Control Payment Date;

(v)     that Holders electing to have any Security purchased
pursuant to the Change of Control Offer will be required to
surrender such Security, together with the form entitled "Option
of the Holder to Elect Purchase" on the reverse side of such
Security completed, to the Paying Agent at the address specified
in the notice prior to the close of business on the Business Day
immediately preceding the Change of Control Payment Date;

(vi)     that Holders will be entitled to withdraw their election
if the Paying Agent receives, not later than the close of
business on the third Business Day immediately preceding the
Change of Control Payment Date, a telegram, telex, facsimile
transmission or letter setting forth the name of such Holder, the
principal amount of Securities delivered for purchase and a
statement that such Holder is withdrawing his election to have
such Securities purchased; and

(vii)     that Holders whose Securities are being purchased only
in part will be issued new Securities equal in principal amount
to the unpurchased portion of the Securities surrendered;
provided that each Security purchased and each new Security
issued shall be in a principal amount of $500 or multiples of $1
in excess thereof.

(c)     On the Change of Control Payment Date, the Company shall:

(i)     accept for payment Securities or portions thereof
tendered pursuant to the Change of Control Offer;

(ii)     deposit one day prior to the Change of Control Payment
Date with the Paying Agent money sufficient to pay the aggregate
purchase price of all Securities or portions thereof so accepted;
and

(iii)     deliver, or cause to be delivered, to the Trustee, all
Securities or portions thereof so accepted together with an
Officers' Certificate specifying the Securities or portions
thereof accepted for payment by the Company.

The Paying Agent shall promptly mail, to each Holder of
Securities so accepted, payment in an amount equal to the
purchase price of the Securities tendered by such Holder and
accepted by the Company, and the Trustee shall promptly
authenticate and mail to such Holders a new Security equal in
principal amount to any unpurchased portion of the Securities
surrendered; provided that each Security purchased and each new
Security issued shall be in a principal amount of $500 or
multiples of $1 in excess thereof.  The Company will publicly
announce the results of the Change of Control Offer on or as soon
as practicable after the Change of Control Payment Date.  For
purposes of this Section 3.11, the Trustee shall act as Paying
Agent.

(d)     The Company will comply with Rule 14e - l under the
Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable
in the event that a Change of Control occurs under this
Section 3.11 and the Company is required to repurchase Securities
as described above.  The Trustee shall not be responsible for
determining whether compliance with such Rule 14e - 1 is required
or has been satisfied.

SECTION 3.12.  Corporate Existence.

Subject to Articles Three and Four of this Indenture, the
Company will do or cause to be done all things necessary to
preserve and keep in full force and effect its corporate
existence and the corporate existence of each Restricted
Subsidiary in accordance with the respective organizational
documents of the Company and of each Restricted Subsidiary and
the material rights (charter and statutory), licenses and
franchises of the Company and its Restricted Subsidiaries;
provided that the Company shall not be required to preserve any
such right, license or franchise, or the corporate existence of
any Restricted Subsidiary of the Company, if the preservation
thereof is no longer desirable in the conduct of the business of
the Company and its Restricted Subsidiaries taken as a whole and
if the failure to preserve such right, license, franchise or
corporate existence shall not be materially adverse to any
Holder.

SECTION 3.13.  Payment of Taxes and Other Claims.

The Company will pay or discharge, or cause to be paid or
discharged, before any penalty accrues thereon (i) all material
taxes, assessments and governmental charges levied or imposed
upon the Company or any Restricted Subsidiary of the Company or
upon the income, profits or property of the Company or any
Restricted Subsidiary of the Company and (ii) all material lawful
claims for labor, materials and supplies that, if unpaid, might
by law become a Lien upon the property of the Company or any
Restricted Subsidiary of the Company; provided 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 the amount,
applicability or validity of which is being contested in good
faith by appropriate proceedings and for which adequate reserves
have been made.

SECTION 3.14.  Maintenance of Properties and Insurance.

The Company will cause all properties used or useful in the
conduct of its business or the business of any Restricted
Subsidiary of the Company and material to the Company and its
Restricted Subsidiaries taken as a whole to be maintained and
kept in normal condition, repair and working order, all as in the
judgment of the Company may be necessary for the conduct of the
business of the Company and its Restricted Subsidiaries in the
ordinary course.

The Company will provide or cause to be provided, for itself and
its Restricted Subsidiaries, insurance (including appropriate
self - insurance) against loss or damage of the kinds customarily
insured against by corporations similarly situated and owning
like properties in such amounts, with such deductibles and by
such methods as shall be customary for corporations similarly
situated in the industry.

SECTION 3.15.  Compliance Certificates; Certain Notifications.

(a)  The Company shall deliver to the Trustee, within 60 days
after the end of each of the first three fiscal quarters of each
year and 120 days after the end of the last fiscal quarter of
each year, an Officers' Certificate stating whether or not the
signers know of any Default or Event of Default that occurred
during such fiscal quarter.  In the case of the Officers'
Certificate delivered within 120 days of the end of the Company's
fiscal year, such certificate shall contain a certification from
the principal executive officer, principal financial officer or
principal accounting officer as to his or her knowledge of the
Company's compliance with all conditions and covenants under this
Indenture.  For purposes of this Section 3.15, such compliance
shall be determined without regard to any period of grace or
requirement of notice provided under this Indenture.  If such
officers know of such a Default or Event of Default, the
certificate shall describe any such Default or Event of Default
and its status, and what action, if any, the Company proposes to
take with respect thereto.  The first certificate to be delivered
pursuant to this Section 3.15(a) shall be for the first fiscal
quarter ending after the Issue Date.

(b)     The Company shall deliver to the Trustee, within 120 days
after the end of the Company's fiscal year, a certificate signed
by the Company's independent certified public accountants stating
(i) that their audit examination has included a review of the
terms of this Indenture and the Securities as they relate to
accounting matters, (ii) that they have read the Officers'
Certificate delivered to the Trustee pursuant to paragraph (a) of
this Section 3.15 for the last quarter of the fiscal year and
(iii) whether, in connection with their audit examination,
anything came to their attention that caused them to believe that
the Company was not in compliance with any of the terms,
covenants, provisions or conditions of Article Three and
Section 4.01 of this Indenture as they pertain to accounting
matters and, if any Default or Event of Default has come to their
attention, specifying the nature and period of existence thereof;
provided that such independent certified public accountants shall
not be liable in respect of such statement by reason of any
failure to obtain knowledge of any such Default or Event of
Default that would not be disclosed in the course of an audit
examination conducted in accordance with generally accepted
auditing standards in effect at the date of such examination.

(c)     The Company shall deliver to the Trustee, and shall cause
to be mailed to the Holders at their addresses appearing in the
Security Register, within 30 days of the Incurrence of any
Indebtedness under the Bank Credit Agreement utilizing the
baskets set forth in clause (xii) or (xiii) of Section 3.03(a), a
notification of such Incurrence setting out the amount of
Indebtedness so Incurred pursuant to said clauses and the total
amount of Indebtedness outstanding under the Bank Credit
Agreement after giving effect to such Incurrence of Indebtedness.

SECTION 3.16.  Commission Reports and Reports to Holders.

Within 15 days after the Company files with the Commission
copies of its annual reports and other information, documents and
reports (or copies of such portions of any of the foregoing as
the Commission may by rules and regulations prescribe) that it is
required to file with the Commission pursuant to Section 13 or
15(d) of the Exchange Act, the Company shall file the same with
the Trustee.  So long as the Securities remain outstanding, the
Company shall file with the Commission and deliver to the Trustee
quarterly reports (containing unaudited financial statements) for
the first three quarters of each fiscal year and annual reports
(containing audited financial statements and an opinion thereon
by the Company's independent certified public accountants) that
it would be required to file under Section 13 of the Exchange Act
if it had a class of securities listed on a national securities
exchange and shall cause to be mailed to the Holders at their
addresses appearing in the Security Register within 15 days of
when such report would have been required to be filed under
Section 13 of the Exchange Act.  The obligation of the Company
under this Section 3.16 shall commence with the first fiscal
quarter ending at least 30 days after the Issue Date.  The Company
also shall comply with the other provisions of TIA Section 314(a).

SECTION 3.17.  Waiver of Stay, Extension or Usury Laws.

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

                              ARTICLE FOUR

                           SUCCESSOR CORPORATION

SECTION 4.01.  When Company May Merge, Etc.

The Company shall not consolidate with, merge with or into, or
sell, convey, transfer, lease or otherwise dispose of all or
substantially all of its property and assets (as an entirety or
substantially an entirety in one transaction or a series of
related transactions) to, any Person or permit any Person to
merge with or into the Company (other than a merger of the
Company with (but not into) a Restricted Subsidiary with a
positive stockholder's equity determined in accordance with GAAP;
provided that, in connection with any such merger, no
consideration (other than Common Stock in the Company) shall be
issued or distributed to the stockholders of the Company) unless:

(i)     the Company shall be the continuing Person, or the Person
(if other than the Company) formed by such consolidation or into
which the Company is merged or that acquires or leases such
property and assets of the Company shall be a corporation
organized and validly existing under the laws of the United
States of America or any jurisdiction thereof and shall expressly
assume, by supplemental indenture, executed and delivered to the
Trustee, in form satisfactory to the Trustee, all of the
obligations of the Company on all of the Securities and under
this Indenture;

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

(iii)     immediately after giving effect to such transaction on
a pro forma basis, the Company (or any Person that becomes the
successor obligor on the Securities) shall have a Consolidated
Net Worth equal to or greater than the Consolidated Net Worth of
the Company immediately prior to such transaction;

(iv)     any Indebtedness Incurred by the Company (or the
successor obligor) as a result of, or in connection with, such
transaction shall be permitted to be Incurred under
Section 3.03(a) (other than under clause (iii) thereof); and

(v)     the Company delivers to the Trustee an Officers'
Certificate (attaching the arithmetic computations to demonstrate
compliance with clause (iii)) and Opinion of Counsel, in each
case stating that such consolidation, merger or transfer and such
supplemental indenture comply with this provision and that all
conditions precedent provided for herein relating to such
transaction have been complied with.

SECTION 4.02.  Successor Corporation Substituted.

Upon any consolidation or merger, or any sale, conveyance,
transfer, lease or other disposition of all or substantially all
of the property and assets of the Company in accordance with
Section 4.01 of this Indenture, the successor corporation formed
by such consolidation or into which the Company is merged or to
which such sale, conveyance, transfer, lease or other disposition
is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this
Indenture with the same effect as if such successor corporation
had been named as the Company herein.

                         ARTICLE FIVE

                     DEFAULT AND REMEDIES

SECTION 5.01.  Events of Default.

An "Event of Default" occurs with respect to the Securities
if:

(a)     the Company defaults in the payment of principal of (or
premium, if any, on) any Security, when the same becomes due and
payable at maturity, upon acceleration, redemption or otherwise;

(b)     the Company defaults in the payment of interest on any
Security, as and when the same becomes due and payable, and such
default continues for a period of 30 days;

(c)     the Company defaults in the performance of or breaches
any other covenant or agreement of the Company in this Indenture,
under the Securities or under the Security Pledge and
Intercreditor Agreement and such default or breach continues for
a period of 30 consecutive days after written notice by the
Trustee or the Holders of 25% or more in aggregate principal
amount of the Securities;

(d)     the Company or any Significant Subsidiary fails to make
(i) one or more payments of principal in respect of Indebtedness
outstanding under the Bank Credit Agreement aggregating $1
million or more with respect to all such payments that shall
remain unpaid at any one time, (ii) a principal payment of $10
million or more at the final (but not any interim) Stated
Maturity of any issue of Indebtedness or (iii) principal payments
aggregating $10 million or more at the final (but not any
interim) Stated Maturity of more than one issue of Indebtedness
and, in the case of clause (i), such defaulted payment shall not
have been made, waived or extended within 30 days of the payment
default and, in the case of clause (ii), all such defaulted
payments shall not have been made, waived or extended within 30
days of the payment default that causes the amount described in
clause (ii) to exceed $10 million, provided that in the case of
any such defaulted payments under the Bank Credit Agreement
aggregating $10 million or more, such 30 - day period shall be
inapplicable and an Event of Default hereunder shall be deemed to
have occurred hereunder immediately upon such failure to make
such payments;

(e)     there occurs with respect to (i) any Indebtedness under
the Bank Credit Agreement (to the extent the principal amount
outstanding thereunder aggregates $1 million or more) or (ii) any
other Indebtedness of the Company or any Significant Subsidiary
having an outstanding principal amount, individually or in the
aggregate, of $10 million or more, an event of default that has
caused the holder or holders thereof, or representatives of such
holder or holders, to declare such Indebtedness to be due and
payable prior to its Stated Maturity and such Indebtedness has
not been discharged in full or such acceleration has not been
rescinded or annulled within 30 days of such acceleration,
provided that in the case of any such declaration under the Bank
Credit Agreement (to the extent the principal amount outstanding
thereunder aggregates $10 million or more), such 30 - day period
shall be inapplicable and an Event of Default hereunder shall be
deemed to have occurred hereunder immediately upon such
declaration;

(f)     final judgments or orders (not covered by insurance) for
the payment of money in excess of $10 million in the aggregate
for all such final judgments or orders against all such Persons
(treating any deductibles, self - insurance or retention as not so
covered) shall be rendered against the Company or any Significant
Subsidiary and shall not be discharged, and there shall be any
period of 30 consecutive days following entry of the final
judgment or order in excess of $10 million individually or that
causes the aggregate amount for all such final judgments or
orders outstanding against all such Persons to exceed $10 million
during which a stay of enforcement of such final judgment or
order, by reason of a pending appeal or otherwise, shall not be
in effect;

(g)     a court having jurisdiction in the premises enters a
decree or order for (i) relief in respect of the Company or any
Significant Subsidiary in an involuntary case under any
applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, (ii) appointment of a receiver, liquidator,
assignee, custodian, trustee, sequestrator or similar official of
the Company or any Significant Subsidiary or for all or
substantially all of the property and assets of the Company or
any Significant Subsidiary or (iii) the winding up or liquidation
of the affairs of the Company or any Significant Subsidiary and,
in each case, such decree or order shall remain unstayed and in
effect for a period of 60 consecutive days;

(h)     the Company or any Significant Subsidiary (i) commences a
voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consents to the
entry of an order for relief in an involuntary case under any
such law, (ii) consents to the appointment of or taking
possession by a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official of the Company or any
Significant Subsidiary or for all or substantially all of the
property and assets of the Company or any Significant Subsidiary,
or (iii) effects any general assignment for the benefit of
creditors; or

(i)     subject to the provisions of this Indenture and the
Security Documents, the Trustee, for the benefit of the Trustee
and the Holders, does not have or ceases to have a valid and
perfected security interest in the Collateral (subject to
Permitted Liens) or any portion thereof.

A Default under clause (c) is not an Event of Default until the
Trustee notifies the Company in writing, or the Holders of at
least 25% of the principal amount of the Securities outstanding
notify the Company and the Trustee in writing, of the Default and
the Company does not cure the Default within 30 days after
receipt of the notice.  The notice must specify the Default,
demand that it be remedied and state that the notice is a "Notice
of Default."  Such notice shall be given by the Trustee if so
requested in writing by the Holders of 25% of the principal
amount of the Securities then outstanding.

The Company shall deliver to the Trustee, within 30 days after
the occurrence thereof, written notice in the form of an
Officers' Certificate of any event which constitutes an Event of
Default or which with the giving of notice or the lapse of time
or both would become an Event of Default under clause (c), (d),
(e), (f) or (i), its status and what action the Company is taking
or proposes to take with respect thereto.

SECTION 5.02.  Acceleration.

If an Event of Default (other than an Event of Default
specified in clause (g) or (h) above that occurs with respect to
the Company) occurs and is continuing under this Indenture, the
Trustee or the Holders of at least 25% in aggregate principal
amount of the Securities then outstanding, by written notice to
the Company (and to the Trustee if such notice is given by such
Holders (the "Acceleration Notice")), may, and the Trustee at the
request of such Holders shall, declare the entire unpaid
principal of, premium, if any, and accrued interest on the
Securities to be due and payable.  Upon a declaration of
acceleration, such principal, premium, if any, and accrued
interest shall become due and payable on the earlier of (x) an
acceleration of Indebtedness under the Bank Credit Agreement and
(y) the fifth day following such declaration (but only if the
relevant Event of Default continues unremedied).  In the event of
a declaration of acceleration because an Event of Default set
forth in clause (d) or (e) above has occurred and is continuing,
such declaration of acceleration shall be automatically rescinded
and annulled if the event of default triggering such Event of
Default pursuant to clause (d) or (e) shall be remedied or cured
by the Company or such Restricted Subsidiary or waived by the
holders of the Indebtedness referred to in such clause within 60
days after such declaration of acceleration.  If an Event of
Default specified in clause (g) or (h) above occurs with respect
to the Company, all unpaid principal of, premium, if any, and
accrued interest on the Securities then outstanding shall become
and be immediately due and payable without any declaration or
other act on the part of the Trustee or any Holder.  The Holders
of at least a majority in principal amount of the outstanding
Securities, by written notice to the Company and to the Trustee,
may waive all past Defaults or Events of Default and rescind and
annul a declaration of acceleration and its consequences if
(i) all existing Events of Default (other than the non - payment of
the principal of, premium, if any, and interest on the Securities
that have become due solely by such declaration of acceleration)
have been cured or waived (subject to Section 5.04) and (ii) the
rescission would not conflict with any judgment or decree of a
court of competent jurisdiction.

SECTION 5.03.  Other Remedies.

If an Event of Default occurs and is continuing, the Trustee
may pursue any available remedy by proceeding at law or in equity
to collect the payment of principal of, premium, if any, and
interest on the Securities or to enforce the performance of any
provision of the Securities or this Indenture, including, to the
extent permitted in the Security Documents, enforcing its rights
in respect of the Collateral.

The Trustee may maintain a proceeding even if it does not possess
any of the Securities or does not produce any of them in the
proceeding.

SECTION 5.04.  Waiver of Past Defaults.

Subject to Sections 5.02, 5.07 and 8.02 of this Indenture, the
Holders of at least a majority in principal amount of the
outstanding Securities, by notice to the Trustee, may waive an
existing Default or Event of Default and its consequences, except
a Default in the payment of principal of or interest on any
Security as specified in clause (a) or (b) of Section 5.01 of
this Indenture.  Upon any such waiver, such Default shall cease
to exist, and any Event of Default arising therefrom shall be
deemed to have been cured, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other
Default or Event of Default or impair any right consequent
thereon.

SECTION 5.05.  Control by Majority.

The Holders of at least a majority in aggregate principal
amount of the outstanding Securities may direct the time, method
and place of conducting any proceeding for any remedy available
to the Trustee or exercising any trust or power conferred on the
Trustee.  However, the Trustee may refuse to follow any direction
that the Trustee is advised by counsel conflicts with law or this
Indenture, that may cause the Trustee to suffer or incur personal
liability, or that the Trustee determines in good faith may be
unduly prejudicial to the rights of Holders of Securities not
joining in the giving of such direction.  In addition, prior to
taking (or refraining to take) any action hereunder, the Trustee
shall be entitled to indemnification from the Holders on terms
reasonably satisfactory to the Trustee against all losses and
expenses arising from taking or not taking such action.

SECTION 5.06.  Limitation on Suits.

A Holder may not pursue any remedy with respect to this
Indenture, the Securities or the Security Documents unless:

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

(ii)     the Holders of at least 25% in aggregate principal
amount of outstanding Securities make a written request to the
Trustee to pursue the remedy;

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

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

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

For purposes of Section 5.05 of this Indenture and this
Section 5.06, the Trustee shall comply with TIA Section 316(a) in
making any determination of whether the Holders of the required
aggregate principal amount of outstanding Securities have
concurred in any request or direction of the Trustee to pursue
any remedy available to the Trustee or the Holders with respect
to this Indenture or the Securities or otherwise under the law.
A Holder may not use this Indenture to prejudice the rights of
another Holder or to obtain a preference or priority over such
other Holder.

SECTION 5.07.  Rights of Holders to Receive Payment.

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

SECTION 5.08.  Collection Suit by Trustee.

If an Event of Default in payment of principal or interest
specified in clause (a) or (b) of Section 5.01 of this Indenture
occurs and is continuing, the Trustee may recover judgment in its
own name and as trustee of an express trust against the Company
or any other obligor of the Securities for the whole amount of
principal, premium, if any, and accrued interest remaining
unpaid, together with interest on overdue principal and, to the
extent that payment of such interest is lawful, interest on
overdue installments of interest, in each case at the rate borne
by the Securities, and such further amount as shall be sufficient
to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel.

SECTION 5.09.  Trustee May File Proofs of Claim.

The Trustee may file such proofs of claim and other papers or
documents as may be necessary or advisable in order to have the
claims of the Trustee (including any claim for the reasonable
compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the
Trustee under Section 6.06 of this Indenture) and the Holders
allowed in any judicial proceedings relative to the Company (or
any other obligor of the Securities), its creditors or its
property and shall be entitled and empowered to collect and
receive any monies or other property payable or deliverable on
any such claims and to distribute the same, and any custodian in
any such judicial proceedings is hereby authorized by each Holder
to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to
the Holders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of
the Trustee, its agent and counsel, and any other amounts due the
Trustee under Section 6.06 of this Indenture.  To the extent that
such payment of reasonable compensation, expenses, disbursements
and advances of the Trustee, its agent and counsel out of the
estate in any such judicial proceeding shall be denied for any
reason, payment of the same shall be secured by a first lien on,
and shall be paid out of, any and all dividends, distributions,
monies, securities and other property that the Holders may be
entitled to receive in such judicial proceedings, whether in
liquidation or under any plan of reorganization, arrangement or
otherwise.  Nothing herein contained shall be deemed to empower
the Trustee to authorize or consent to, or accept or adopt on
behalf of any Holder, any plan of reorganization, arrangement,
adjustment or composition affecting the Securities or the rights
of any Holder thereof, or to authorize the Trustee to vote in
respect of the claim of any Holder in any such proceeding.

SECTION 5.10.  Priorities.

If the Trustee collects any money pursuant to this Article
Five, or pursuant to the Security Documents, it shall pay out the
money in the following order:

First:  to the Trustee for amounts due under Section 6.06 of this
Indenture, including payment of all compensation, expense and
liabilities incurred, and all advances made, by the Trustee and
the reasonable costs and expenses of collection thereof by the
Trustee;

Second:  to Holders for amounts then due and unpaid for principal
of, premium, if any, and interest on the Securities in respect of
which or for the benefit of which such money has been collected,
ratably, without preference or priority of any kind, according to
the amounts due and payable on such Securities for principal and
interest, respectively; and

Third:  to the Company or any other obligors of the Securities,
as their interests may appear, or as a court of competent
jurisdiction may direct.

The Trustee, upon prior written notice to the Company, may fix a
record date and payment date for any payment to Holders pursuant
to this Section 5.10.  At least 15 days prior to such record
date, the Company (or upon the failure of the Company to act, the
Trustee) shall mail by first - class mail to each Holder a notice
that states the record date, the payment date and the amount to
be paid.

SECTION 5.11.  Undertaking for Costs.

In any suit for the enforcement of any right or remedy under
this Indenture or in any suit against the Trustee for any action
taken or omitted by it as Trustee, a court in its discretion may
require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its
discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit having
due regard to the merits and good faith of the claims or defenses
made by the party litigant.  This Section 5.11 does not apply to
a suit by the Trustee, a suit by a Holder pursuant to
Section 5.07 of this Indenture, or a suit by Holders of more than
10% in principal amount of the outstanding Securities.

SECTION 5.12.  Restoration of Rights and Remedies.

If the Trustee or any Holder has instituted any proceeding to
enforce any right or remedy under this Indenture and such
proceeding has been discontinued or abandoned for any reason, or
has been determined adversely to the Trustee or to such Holder,
then, and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall
be restored severally and respectively to their former positions
hereunder and thereafter all rights and remedies of the Trustee
and the Holders shall continue as though no such proceeding had
been instituted.

SECTION 5.13.  Rights and Remedies Cumulative.

Except as otherwise provided with respect to the replacement
or payment of mutilated, destroyed, lost or wrongfully taken
Securities in Section 2.09 of this Indenture, no right or remedy
herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy,
and every right and remedy shall, to the extent permitted by law,
be cumulative and in addition to every other right and remedy
given hereunder or now or hereafter existing at law or in equity
or otherwise.  The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

SECTION 5.14.  Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder to
exercise any right or remedy accruing upon any Event of Default
shall impair any such right or remedy or constitute a waiver of
any such Event of Default or an acquiescence therein.  Every
right and remedy given by this Article Five or by law to the
Trustee or to the Holders may be exercised from time to time, and
as often as may be deemed expedient, by the Trustee or by the
Holders, as the case may be.

                           ARTICLE SIX

                             TRUSTEE

SECTION 6.01.  Rights of Trustee.

(a)  Subject to TIA Sections 315(a) through (d):

(i)     the Trustee may rely on any document believed by it to be
genuine and to have been signed or presented by the proper
person.  The Trustee need not investigate any fact or matter
stated in the document;

(ii)     before the Trustee acts or refrains from acting, it may
require an Officers' Certificate and/or an Opinion of Counsel,
which shall conform to Section 9.04 of this Indenture.  The
Trustee shall not be liable for any action it takes or omits to
take in good faith in reliance on such certificate or opinion;

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

(iv)     the Trustee shall be under no obligation to exercise any
of the rights or powers vested in it by this Indenture or the
Security Documents at the request or direction of any of the
Holders, unless such Holders shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and
liabilities that might be incurred by it in compliance with such
request or direction;

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

(vi)     the Trustee shall not be liable for any action it takes
or omits to take in good faith that it believes to be authorized
or within its rights or powers; provided that the Trustee's
conduct does not constitute negligence or bad faith; and

(vii)     if any Default or any Event of Default has occurred and
is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and the Security Documents and use
the same degree of care and skill in such exercise as a prudent
person would exercise or use under the circumstances in the
conduct of such person's own affairs.

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

(c)     Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the
Trustee shall be subject to the provisions of this Section 6.01
and to the provisions of the TIA.

SECTION 6.02.  Individual Rights of Trustee.

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

SECTION 6.03.  Trustee's Disclaimer.

The Trustee shall not be responsible for and makes no
representation as to the validity or adequacy of this Indenture
or the Securities, it shall no be accountable for any money paid
to the Company under this Indenture or upon the Company's
direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by
any Paying Agent other than the Trustee and it shall not be
responsible for any statement or recital in this Indenture, the
Securities, the Security Documents or in any document issued in
connection with the issuance of the Securities, other than its
certificate of authentication.

SECTION 6.04.  Notice of Default.

If any Default or any Event of Default occurs and is
continuing and if such Default or Event of Default is actually
known by a Responsible Officer of the Trustee charged with
administration of this Indenture, the Trustee shall mail to each
Holder in the manner and to the extent provided in TIA
Section 313(c) notice of the Default or Event of Default within
45 days after it occurs, unless such Default or Event of Default
has been cured; provided, however that, except in the case of a
default in the payment of the principal of or interest on any
Security, the Trustee shall be protected in withholding such
notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible
Officers of the Trustee in good faith determine that the
withholding of such notice is in the interest of the Holders.

The Trustee shall not be deemed to have knowledge of any Default
or Event of Default except (i) if the Trustee is then the Paying
Agent, any Event of Default occurring pursuant to Section 5.01(a)
or 5.01(b) of this Indenture or (ii) any Default or Event of
Default of which a Responsible Officer of the Trustee charged
with administration of this Indenture shall have received written
notification referring to this Indenture and the Default or Event
of Default, or obtained actual knowledge, and such notification
shall not be deemed to include receipt of information obtained in
any report or other documents furnished under Section 3.16 of
this Indenture, which reports and documents the Trustee shall
have no duty to examine.

SECTION 6.05.  Reports by Trustee to Holders.

Within 60 days after each April 1, beginning with April 1,
2004, the Trustee shall mail to each Holder as provided in TIA
Section 313(c) a brief report dated as of such April 1 if
required by TIA Section 313(a).  The Trustee shall also comply
with TIA Section 313(b).

A copy of each report at the time of its mailing to Holders shall
be filed with the Commission and each stock exchange (if any) on
which the Securities are listed in accordance with TIA Section
313(d).  The Company agrees to promptly notify the Trustee
whenever the Securities become listed on any stock exchange and
of any delisting thereof.

SECTION 6.06.  Compensation and Indemnity.

The Company shall pay to the Trustee such compensation as
shall be agreed upon in writing for its acceptance of this
Indenture and its services.  The compensation of the Trustee
shall not be limited by any law on compensation of a trustee of
an express trust.  The Company shall reimburse the Trustee upon
request for all reasonable out - of - pocket expenses and advances
incurred or made by it, in addition to its compensation.  Such
expenses shall include the reasonable compensation and expenses
of the Trustee's agents and counsel.

Subject to TIA Sections 315(a) through (d), the Company shall
indemnify the Trustee for, and hold it harmless against, any
loss, liability, damage, claim or expense (including taxes and
reasonable attorney's fees) incurred by it (except to the extent
resulting from the Trustee's negligence or bad faith in
connection with the administration of this Indenture and its
duties under this Indenture, the Securities and the Security
Documents), including the costs and expenses of enforcing this
Indenture and the Security Documents and of defending itself
against any claim (whether asserted by the Company, a Holder or
any other Person) or liability and of complying with any process
served upon it or any of its officers in connection with the
exercise or performance of any of its powers or duties under this
Indenture, the Securities and the Security Documents.  The
Trustee shall notify the Company promptly of any claim asserted
against the Trustee for which it may seek indemnity.  The Company
shall defend the claim and the Trustee shall cooperate in the
defense.  The Trustee may have separate counsel and the Company
shall pay reasonable fees and expenses of such counsel.  The
Company need not pay for any settlements made without its
consent; provided that such consent shall not be unreasonably
withheld.  The Company need not reimburse any expense or
indemnify against any loss or liability incurred by the Trustee
through negligence or bad faith.

The obligations of the parties hereto under this Section shall
survive the satisfaction and discharge of this Indenture.

To secure the Company's payment obligations in this Section 6.06,
the Trustee shall have a lien prior to the Securities on all
money or property held or collected by the Trustee, in its
capacity as Trustee, except money or property held in trust to
pay principal of and interest on the Securities.  Such lien shall
survive the satisfaction and discharge of this Indenture.

If the Trustee incurs expenses or renders services after the
occurrence of an Event of Default specified in clause (g) or (h)
of Section 5.01 of this Indenture, the expenses and the
compensation for the services will be intended to constitute (and
shall have the priority accorded to) expenses of administration
under Title 11 of the United States Bankruptcy Code or any
applicable federal or state law for the relief of debtors.

SECTION 6.07.  Replacement of Trustee.

A resignation or removal of the Trustee and appointment of a
successor Trustee shall become effective only upon the successor
Trustee's acceptance of appointment as provided in this
Section 6.07.

The Trustee may resign, and shall be discharged from the trust
created hereunder, by so notifying the Company in writing at
least 30 Business Days prior to the date of the proposed
resignation.  The Holders of a majority in principal amount of
the outstanding Securities may remove the Trustee by so notifying
the Trustee in writing and (subject to the following paragraph)
may appoint a successor Trustee with the consent of the Company.
The Company may remove the Trustee if:

(i)     the Trustee fails to comply with Section 6.09 of this
Indenture;

(ii)     the Trustee is adjudged a bankrupt or an insolvent;

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

(iv)     the Trustee becomes incapable of acting.

If the Trustee resigns or is removed, or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly
appoint a successor Trustee.  Within one year after the successor
Trustee takes office, the Holders of a majority in principal
amount of the outstanding Securities may appoint a successor
Trustee to replace the successor Trustee appointed by the
Company.  If the successor Trustee does not take office within 60
days after the retiring Trustee resigns or is removed, the
retiring Trustee, the Company or the Holders of a majority in principal
amount of the outstanding Securities may petition any court of competent
jurisdiction for the appointment of a successor Trustee.

A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company.
Immediately after the delivery of such written acceptance,
subject to the lien provided in Section 6.06 of this Indenture,
(i) the retiring Trustee shall transfer all property held by it
as Trustee to the successor Trustee, (ii) the resignation or
removal of the retiring Trustee shall become effective and
(iii) the successor Trustee shall have all the rights, powers and
duties of the Trustee under this Indenture and under the Security
Documents.  A successor Trustee shall mail notice of its
succession to each Holder.

If the Trustee fails to comply with Section 6.09 of this
Indenture, any Holder who satisfies the requirements of TIA
Section 310(b) may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor
Trustee.

Notwithstanding replacement of the Trustee pursuant to this
Section 6.07, the Company's obligations under Section 6.06 of
this Indenture shall continue for the benefit of the retiring
Trustee.

SECTION 6.08.  Successor Trustee by Merger, Etc.

If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust
business to, another corporation or national banking,
association, the resulting, surviving or transferee corporation
or national banking association without any further act shall be
the successor Trustee with the same effect as if the successor
Trustee had been named as the Trustee herein.

SECTION 6.09.  Eligibility.

This Indenture shall always have a Trustee who satisfies the
requirements of TIA Section 310(a)(1).  The Trustee shall have a
combined capital and surplus of at least $25,000,000 as set forth
in its most recent published annual report of condition.

The Trustee and the Company shall comply with TIA Section 310(b),
provided that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other
securities of the Company are outstanding if the requirements for
such exclusion set forth in TIA Section 310(b)(1) are met,
provided that nothing herein shall prevent the Trustee from
filing with the Commission the application referred to in the
penultimate paragraph of TIA Section 310(b).

SECTION 6.10.  Money Held in Trust.

The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree with the Company.
Money held in trust by the Trustee need not be segregated from
other funds except to the extent required by law and except for
money held in trust under Article Seven of this Indenture or
under the Security Documents.

SECTION 6.11.  Preferential Collection of Claims Against the
                 Company.

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

                          ARTICLE SEVEN

                      DISCHARGE OF INDENTURE

SECTION 7.01.  Termination of Company's Obligations.

Except as otherwise provided in this Section 7.01, the Company
may terminate its obligations under the Securities and this
Indenture if:

(i)     all Securities previously authenticated and delivered
(other than destroyed, lost or stolen Securities that have been
replaced or Securities that are paid pursuant to Section 3.01 of
this Indenture or Securities for whose payment money or
securities have theretofore been held in trust and thereafter
repaid to the Company, as provided in Section 7.05 of this
Indenture) have been delivered to the Trustee for cancellation
and the Company has paid all sums payable by it hereunder; or

(ii)     (A) the Securities mature within one year or all of them
are to be called for redemption within one year under
arrangements satisfactory to the Trustee for giving the notice of
redemption, (B) the Company irrevocably deposits in trust with
the Trustee during such one - year period, under the terms of an
irrevocable trust agreement in form and substance satisfactory to
the Trustee, as trust funds solely for the benefit of the Holders
for that purpose, money or U.S. Government Obligations sufficient
(in the opinion of a nationally recognized firm of independent
public accountants expressed in a written certification thereof
delivered to the Trustee), without consideration of any
reinvestment of any interest thereon, to pay principal and
interest on the Securities to maturity or redemption, as the case
may be, and to pay all other sums payable by it hereunder, (C) no
Default or Events of Default with respect to the Securities shall
have occurred and be continuing on the date of such deposit,
(D) such deposit will not result in a breach or violation of, or
constitute a default under, this Indenture or any other agreement
or instrument to which the Company is a party or by which it is
bound and (E) the Company has delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, in each case
stating that all conditions precedent provided for herein
relating to the satisfaction and discharge of this Indenture have
been complied with.

With respect to the foregoing clause (i), the Company's
obligations under Section 6.06 of this Indenture shall survive.
With respect to the foregoing clause (ii), the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.09, 2.14, 3.01,
3.02, 6.06, 6.07, 7.04, 7.05 and 7.06 of this Indenture shall
survive until the Securities are no longer outstanding.
Thereafter, only the Company's obligations in Sections 6.06, 7.05
and 7.06 of this Indenture shall survive.  After any such
irrevocable deposit, the Trustee upon request shall acknowledge
in writing the discharge of the Company's obligations under the
Securities and this Indenture except for those surviving
obligations specified above.

SECTION 7.02.  Defeasance and Discharge of Indenture.

The Company will be deemed to have paid and will be discharged
from any and all obligations in respect of the Securities on the
123rd day after the date of the deposit referred to in clause (A)
of this Section 7.02, and the provisions of this Indenture will
no longer be in effect with respect to the Securities, and the
Trustee, at the expense of the Company, shall execute proper
instruments acknowledging the same, except as to (i) rights of
resignation of transfer and exchange, (ii) substitution of,
apparently mutilated, defaced, destroyed, lost or stolen
Securities, (iii) rights of Holders to receive payments of
principal thereof and interest thereon, (iv) the Company's
obligations under Section 3.02, (v) the rights, obligations and
immunities of the Trustee hereunder and (vi) the rights of the
Holders as beneficiaries of this Indenture with respect to the
property so deposited with the Trustee payable to all or any of
them; provided that the following conditions shall have been
satisfied:

(A)     with reference to this Section 7.02, the Company has
irrevocably deposited or caused to be irrevocably deposited with
the Trustee (or another trustee satisfying the requirements of
Section 6.09 of this Indenture) and conveyed all right, title and
interest for the benefit of the Holders, under the terms of an
irrevocable trust agreement in form and substance satisfactory to
the Trustee as trust funds in trust, specifically pledged to the
Trustee for the benefit of the Holders as security for payment of
the principal of, premium, if any, and interest, if any, on the
Securities, and dedicated solely to, the benefit of the Holders,
in and to (1) money in an amount, (2) U.S. Government Obligations
that, through the payment of interest and principal in respect
thereof in accordance with their terms, will provide, not later
than one day before the due date of any payment referred to in
this clause (A), money in an amount or (3) a combination thereof
in an amount sufficient to pay and discharge, after payment of
all federal, state and local taxes or other charges and
assessments in respect thereof payable by the Trustee, the
principal of, premium, if any, and interest on the outstanding
Securities at the Stated Maturity of such principal or interest;
provided that the Trustee shall have been irrevocably instructed
to apply such money or the proceeds of such U.S. Government
Obligations to the payment of such principal, premium, if any,
and interest with respect to the Securities;

(B)     such deposit will not result in a breach or violation of,
or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by
which it is bound;

(C)     immediately after giving effect to such deposit on a pro
forma basis, no Default or Event of Default shall have occurred
and be continuing on the date of such deposit or during the
period ending on the 123rd day after such date of deposit;

(D)     the Company shall have delivered to the Trustee (1)
either (x) a ruling directed to the Company received from the
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 the Company's exercise of its option under this
Section 7.02 and will be subject to federal income tax on the
same amount and in the same manner and at the same times as would
have been the case if such option had not been exercised or (y)
an Opinion of Counsel to the same effect as the ruling described
in clause (x) above, and (2) an Opinion of Counsel to the effect
that (x) the creation of the defeasance trust does not violate
the Investment Company Act of 1940 and (y) after the passage of
123 days following the deposit (except, with respect to any trust
funds for the account of any Holder who may be deemed to be an
"insider" for purposes of the United States Bankruptcy Code,
after one year following the deposit), the trust funds will not
be subject to the effect of Section 547 of the United States
Bankruptcy Code or Section 15 of the New York Debtor and Creditor
Law in a case commenced by or against the Company under either
such statute, and either (I) the trust funds will no longer
remain the property of the Company (and therefore will not be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights
generally) or (II) if a court were to rule under any such law in
any case or proceeding that the trust funds remained property of
the Company, (a) assuming such trust funds remained in the
possession of the Trustee prior to such court ruling, to the
extent not paid to the Holders, the Trustee will hold, for the
benefit of the Holders, a valid and perfected security interest
in such trust funds that is not avoidable in bankruptcy or
otherwise except for the effect of Section 552(b) of the United
States Bankruptcy Code on interest on the trust funds accruing
after the commencement of a case under such statute and (b) the
Holders will be entitled to receive adequate protection of their
interests in such trust funds if such trust funds are used in
such case or proceeding;

(E)     if the Securities are then listed on a national
securities exchange, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that the Securities
will not be delisted as a result of such deposit, defeasance and
discharge; and

(F)     the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating that
all conditions precedent provided for herein relating to the
defeasance contemplated by this Section 7.02 have been complied
with.

Notwithstanding the foregoing, prior to the end of the 123 - day
period from the date of the deposit referred to in
clause (A) above, none of the Company's obligations under this
Indenture shall be discharged.  Subsequent to the end of such 123 -
day period with respect to this Section 7.02, the Company's
obligations in Sections 2.03, 2.04, 2.05, 2.06, 2.09, 2.14, 3.01,
3.02.  6.06, 6.07, 7.05 and 7.06 of this Indenture shall survive
until the Securities are no longer outstanding.  Thereafter, only
the Company's obligations in Sections 6.06, 7.05 and 7.06 of this
Indenture shall survive.  If and when a ruling from the Internal
Service or an Opinion of Counsel referred to in clause (D) above
is able to be provided specifically without regard to, and not in
reliance upon, the continuance of the Company's obligations under
Section 3.01 of this Indenture, then the Company's obligations
under such Section 3.01 of this Indenture shall cease upon
delivery to the Trustee of such ruling or Opinion of Counsel and
compliance with the other conditions precedent provided for
herein relating to the defeasance contemplated by this
Section 7.02.

After any such irrevocable deposit, the Trustee upon request
shall acknowledge in writing the discharge of the Company's
obligations under the Securities and this Indenture except for
those surviving obligations in the immediately preceding
paragraph.

SECTION 7.03.  Defeasance of Certain Obligations.

The Company may omit to comply with any term, provision or
condition set forth in clauses (iii) of Section 4.01 and
Sections 3.03 through 3.16 of this Indenture, and clause (c) of
Section 5.01 of this Indenture with respect to clause (iii) of
Section 4.01 and Sections 3.03 through 3.16 of this Indenture,
and clauses (d), (e), (f) and (i) of Section 5.01 of this
Indenture shall be deemed not to be Events of Default, in each
case with respect to the outstanding Securities 123 days after
the deposit referred to in clause (i) below if:

(i)     with reference to this Section 7.03, the Company has
irrevocably deposited or caused to be irrevocably deposited with
the Trustee (or another trustee satisfying the requirements of
Section 6.09 of this Indenture) and conveyed all right, title and
interest to the Trustee for the benefit of the Holders, under the
terms of an irrevocable trust agreement in form and substance
satisfactory to the Trustee as trust funds in trust, specifically
pledged to the Trustee for the benefit of the Holders as security
for payment of the principal of, premium, if any, and interest,
if any, on the Securities, and dedicated solely to, the benefit
of the Holders, in and to (A) money in an amount, (B) U.S.
Government Obligations that, through the payment of interest and
principal in respect thereof an accordance with their terms, will
provide, not later than one day before the due date of any
payment referred to in this clause (i), money in an amount or
(C) a combination thereof in an amount sufficient to pay and
discharge, after payment of all federal, state and local taxes or
other charges and assessments in respect thereof payable by the
Trustee, the principal of, premium, if any, and interest on the
outstanding Securities on the Stated Maturity of such principal
or interest; provided that the Trustee shall have been
irrevocably instructed to apply such money or the proceeds of
such U.S. Government Obligations to the payment of such
principal, premium, if any, and interest with respect to the
Securities;

(ii)     such deposit will not result in a breach or violation
of, or constitute a default under, this Indenture or any other
agreement or instrument to which the Company is a party or by
which it is bound;

(iii)     no Default or Event of Default shall have occurred and
be continuing on the date of such deposit;

(iv)     the Company has delivered to the Trustee an Opinion of
Counsel to the effect that (A) the creation of the defeasance
trust does not violate the Investment Company Act of 1940,
(B) the Holders have a valid first - priority security interest in
the trust funds, (C) the Holders will not recognize income, gain
or loss for federal income tax purposes as a result of such
deposit and defeasance of certain obligations and will be subject
to federal income tax on the same amount and in the same manner
and at the same times as would have been the case if such deposit
and defeasance had not occurred and (D) after the passage of 123
days following the deposit (except, with respect to any trust
funds for the account of any Holder who may be deemed to be an
"insider" for purposes of the United States Bankruptcy Code,
after one year following the deposit), the trust funds will not
be subject to the effect of Section 547 of the United States
Bankruptcy Code or Section 15 of the New York Debtor and Creditor
Law in a case commenced by or against the Company under either
such statute, and either (1) the trust funds will no longer
remain the property of the Company (and therefore will not be
subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights
generally) or (2) if a court were to rule under any such law in
any case or proceeding that the trust funds remained property of
the Company, (x) assuming such trust funds remained in the
possession of the Trustee prior to such court ruling to the
extent not paid to the Holders, the Trustee will hold, for the
benefit of the Holders, a valid and perfected security interest
in such trust funds that is not avoidable in bankruptcy or
otherwise except for the effect of Section 552(b) of the United
States Bankruptcy Code on interest on the trust funds accruing
after the commencement of a case under such statute and (y) the
Holders will be entitled to receive adequate protection of their
interests in such trust funds if such trust funds are used in
such case or proceeding;

(v)     if the Securities are then listed on a national
securities exchange, the Company shall have delivered to the
Trustee an Opinion of Counsel to the effect that such deposit,
defeasance and discharge will not cause the Securities to be
delisted; and

(vi)     the Company has delivered to the Trustee an Officers'
Certificate and an Opinion of Counsel, in each case stating that
all conditions precedent provided for herein relating to the
defeasance contemplated by this Section 7.03 have been complied
with.

SECTION 7.04.  Application of Trust Money.

Subject to Section 7.06 of this Indenture, the Trustee or
Paying Agent shall hold in trust money or U.S. Government
Obligations deposited with it pursuant to Section 7.01, 7.02 or
7.03 of this Indenture, as the case may be, and shall apply (or
cause the Paying Agent to apply) the deposited money and the
money from U.S. Government Obligations in accordance with the
Securities and this Indenture to the payment of principal of,
premium, if any, and interest on the Securities; but such money
need not be segregated from other funds except to the extent
required by law.

SECTION 7.05.  Repayment to Company.

Subject to Sections 6.06, 7.01, 7.02 and 7.03 of this
Indenture, the Trustee and the Paying Agent shall promptly pay to
the Company upon request set forth in an Officers' Certificate
any excess money held by them at any time (except for collateral
consisting of funds deposited or segregated to satisfy conditions
precedent hereunder, as to which collateral the Trustee may
continue to possess and shall retain its Lien) and thereupon the
Trustee and Paying Agent shall be relieved from all liability
with respect to such money.  The Trustee and the Paying Agent
shall pay to the Company upon request set forth in an Officers'
Certificate any money held by them for the payment of principal,
premium, if any, or interest that remains unclaimed for two
years; provided that the Trustee or the Paying Agent shall cause
to be published at the expense of the Company once in a newspaper
of general circulation in The City of New York or mail to each
Holder entitled to such money at such Holder's address (as set
forth in the Security Register) 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 will be repaid
to the Company.  After payment to the Company, Holders entitled
to such money must look to the Company for payment as general
creditors unless an applicable law designates another Person, and
all liability of the Trustee and such Paying Agent with respect
to such money shall cease and be terminated.

SECTION 7.06.  Reinstatement.

If the Trustee or Paying Agent is unable to apply any money or
U.S. Government Obligations in accordance with Section 7.01, 7.02
or 7.03 of this Indenture, as the case may be, by reason of any
legal proceeding or by reason of any order or judgment of any
court or governmental authority enjoining, restraining or
otherwise prohibiting such application, the Company's obligations
under this Indenture and the Securities shall be revived and
reinstated as though no deposit had occurred pursuant to
Section 7.01, 7.02 or 7.03 of this Indenture, as the case may be
(such revival and reinstatement to be deemed effective as of the
date on which such deposit had occurred pursuant to Section 7.01,
7.02 or 7.03 of this Indenture, as the case may be), until such
time as the Trustee or Paying Agent is permitted to apply all
such money or U.S. Government Obligations in accordance with
Section 7.01, 7.02 or 7.03 of this Indenture, as the case may be;
provided that, if the Company has made any payment of principal
of, premium, if any, or interest on any Securities because of the
reinstatement of its obligations, the Company shall be subrogated
to the rights of the Holders of such Securities to receive such
payment from the money or U.S. Government Obligations held by the
Trustee or Paying Agent.

                          ARTICLE EIGHT

              AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 8.01.  Without Consent of Holders.

The Company, when authorized by a resolution of its Board of
Directors, and the Trustee may amend or supplement this
Indenture, the Securities or the Security Documents without
notice to or the consent of any Holder:

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

(2)     to comply with Article Four of this Indenture;

(3)     to comply with the obligation to secure the Securities
pursuant to Section 3.08 of this Indenture;

(4)     to comply with any requirements of the Commission in
connection with the qualification of this Indenture under the
TIA;

(5)     if necessary, in connection with any addition or release
of Collateral permitted under the terms of this Indenture or
Security Documents;

(6)     to provide for uncertificated Securities in addition to
or in place of certificated Securities;

(7)     to provide additional Collateral for the Securities, and
to provide additional indemnity to the Trustee, and modify other
provisions of this Indenture, the Securities or the Security
Documents that relate to such additional Collateral or that will
or may be impacted by providing such additional Collateral in a
manner not adverse to the Holders, and to enter into agreements,
documents or other instruments to effect the foregoing,
including, without limitation, pledge and security agreements
relating to Liens on such Collateral on a second - priority basis
in favor of the Trustee for the benefit of the Trustee and the
Holders;

(8)     to make any change that would provide additional rights
or benefits to Holders or that does not adversely affect the
rights of any Holder;

(9)     to confirm to the Banks the subordination of the Liens in
the Collateral in favor of the Trustee pursuant to the Security
Documents to the Liens in the Collateral in favor of the Banks
under or pursuant to the Bank Credit Agreement; or

(10)     to make any change necessary to comply with the
provisions of the Security Documents, including pursuant to
amendments of the Security Documents in accordance with their
terms.

The Company shall also be entitled to releases of Collateral as
described in Section 5.03 of the Security Pledge and
Intercreditor Agreement.

SECTION 8.02.  With Consent of Holders.

Subject to Sections 5.04 and 5.07 of this Indenture and without
prior notice to the Holders, the Company, when authorized
by its Board of Directors (as evidenced by a Board Resolution),
and the Trustee may amend this Indenture, the Securities and the
Security Documents with the written consent of the Holders of a
majority in principal amount of the Securities then outstanding,
and the Holders of a majority in principal amount of the
Securities then outstanding by written notice to the Trustee may
waive future compliance by the Company with any provision of this
Indenture, the Securities or the Security Documents.

Notwithstanding the provisions of this Section 8.02, without the
consent of each Holder affected, an amendment or waiver,
including a waiver pursuant to Section 5.04, may not:

(i)     change the Stated Maturity of the principal of, or any
installment of interest on, any Security, or reduce the principal
amount thereof or the rate of interest thereon, or adversely
affect any right of repayment at the option of any Holder of any
Security, or change any place of payment where, or the currency
in which, any Security 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);

(ii)     reduce the percentage in principal amount of the
outstanding Securities required for any such supplemental
indenture, for any waiver of compliance with certain provisions
of this Indenture or certain defaults and their consequences
provided for in this Indenture;

(iii)     waive a default in the payment of principal of or
interest on, any Security; or

(iv)     modify any of the provisions of this Section 8.02,
except to increase any such percentage or to provide that certain
other provisions of this Indenture cannot be modified or waived
without the consent of the Holder of each outstanding Security
affected thereby.

It shall not be necessary for the consent of the Holders under
this Section 8.02 to approve the particular form of any proposed
amendment, supplement or waiver, but it shall be sufficient if
such consent approves the substance thereof.

After an amendment, supplement or waiver under this Section 8.02
becomes effective, the Company shall mail to the Holders affected
thereby a notice briefly describing the amendment, supplement or
waiver.  The Company will mail supplemental indentures and
Security Documents to Holders upon their written request.  Any
failure of the Company to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the
validity of any such supplemental indenture or waiver.

SECTION 8.03.  Revocation and Effect of Consent.

Until an amendment or waiver becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every
subsequent Holder of a Security or portion of a Security that
evidences the same debt as the Security of the consenting Holder,
even if notation of the consent is not made on any Security.
However, any such Holder or subsequent Holder may revoke the
consent as to its Security or portion of its Security.  Such
revocation shall be effective only if the Trustee receives the
notice of revocation before the date the amendment, supplement or
waiver becomes effective.  An amendment, supplement or waiver
shall become effective on receipt by the Trustee of written
consents from the Holders of the requisite percentage in
principal amount of the outstanding Securities.

The Company may, but shall not be obligated to, fix a record date
for the purpose of determining the Holders entitled to consent to
any amendment, supplement or waiver.  If a record date is fixed,
then, notwithstanding the last two sentences of the immediately
preceding paragraph, those persons who were Holders at such
record date (or their duly designated proxies) and only those
persons shall be entitled to consent to such amendment,
supplement or waiver or to revoke any consent previously given,
whether or not such persons continue to be Holders after such
record date.

After an amendment, supplement or waiver becomes effective as set
forth in Sections 8.01 and 8.02, it shall bind every Holder and
every subsequent Holder of a Security in the manner set forth
herein.

SECTION 8.04.  Notation on or Exchange of Securities.

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

SECTION 8.05.  Trustee to Sign Amendments, Etc.

The Trustee shall be entitled to receive, and shall be fully
protected in relying upon, an Opinion of Counsel stating that the
execution of any amendment, supplement or waiver authorized
pursuant to this Article Eight is authorized or permitted by this
Indenture.  Subject to the preceding sentence, the Trustee shall
sign such amendment, supplement or waiver if the same does not
adversely affect the rights, duties, liabilities or immunities of
the Trustee (as determined by the Trustee in the exercise of its
reasonable discretion).  The Trustee in its discretion may, but
shall not be obligated to, execute any such amendment, supplement
or waiver that affects the Trustee's own rights, duties or
immunities under this Indenture or otherwise.

SECTION 8.06.  Conformity with Trust Indenture Act.

Every amendment and supplemental indenture executed pursuant
to this Article Eight shall conform to the requirements of the
TIA as then in effect.

                           ARTICLE NINE

                           MISCELLANEOUS

SECTION 9.01.  Trust Indenture Act of 1939.

Upon the issuance of the Global Securities, this Indenture
will be subject to the provisions of the TIA that are required to
be part of this Indenture and shall, to the extent applicable, be
governed by such provisions.

SECTION 9.02.  Notices

Any notice or communication shall be sufficiently given if in
writing and delivered in person or mailed by first class mail
addressed as follows:

if to the Company:

            Nutritional Sourcing Corporation
            1300 N.W.  22nd Street
            Pompano Beach, Florida 33069
            Attention:  Chief Financial Officer

if to the Trustee:

            Wilmington Trust Company
            Rodney Square North
            1100 North Market Street
            Wilmington, DE  19890
            Attention: Corporate Trust Administration

The Company or the Trustee by notice to the other may designate
additional or different addresses for subsequent notices or
communications.

Any notice or communication mailed to a Holder shall be mailed to
him at his address as it appears on the Security Register by
first class mail and shall be sufficiently given to him if so
mailed within the time prescribed.  Copies of any such
communication or notice to a Holder shall also be mailed to the
Trustee and each Agent at the same time.

Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to
other Holders.  Except for a notice to the Trustee, which is
deemed given only when received, and except as otherwise provided
in this Indenture, if a notice or communication is mailed in the
manner provided above, it is duly given, whether or nor the
addressee receives it.

SECTION 9.03.  Certificate and Opinion as to Conditions Precedent.
Upon any request or application by the Company to the Trustee
to take any action under this Indenture or the Security
Documents, the Company shall furnish to the Trustee:

(i)     an Officers' Certificate stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in
this Indenture or the Security Documents relating to the proposed
action have been complied with; and

(ii)     an Opinion of Counsel stating that, in the opinion of
such Counsel, all such conditions precedent have been complied
with.

SECTION 9.04.  Statements Required in Certificate or Opinion.

Each certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture or the
Security Documents shall include:

(i)     a statement that the person making such certificate or
opinion has read such covenant or condition;

(ii)     a brief statement as to the nature and scope of the
examination or investigation upon which the statement or opinion
contained in such certificate or opinion is based;

(iii)     a statement that, in the opinion of such person, he has
made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such
covenant or condition has been complied with; and

(iv)     a statement as to whether or not, in the opinion of such
person, such condition or covenant has been complied with, and
such other opinions as the Trustee may reasonably request;
provided that, with respect to matters of fact, an Opinion of
Counsel may rely on an Officers' Certificate or certificates of
public officials.

SECTION 9.05.   Rules by Trustee, Paying Agent or Registrar.

The Trustee may make reasonable rules for action by or at a
meeting of Holders.  The Paying Agent or Registrar may make
reasonable rules for its functions.

SECTION 9.06.  Payment Date Other Than a Business Day.

If an Interest Payment Date, Redemption Date, Stated Maturity
or date of maturity of any Security shall not be a Business Day
at any place of payment, then payment of principal of or interest
on such Security, as the case may be, need not be made on such
date, but may be made on the next succeeding Business Day at such
place of payment with the same force and effect as if made on the
Interest Payment Date or Redemption Date, or at the Stated
Maturity or date of maturity of such Security; provided that no
interest shall accrue for the period from and after such Interest
Payment Date, Redemption Date, Stated Maturity or date of
maturity, as the case may be.

SECTION 9.07.  Governing Law.

The laws of the State of New York shall govern this Indenture
and the Securities.  The Trustee, the Company and the Holders
agree to submit to the jurisdiction of the courts of the State of
New York in any action or proceeding arising our of or relating
to this Indenture, the Securities or the Security Documents.

SECTION 9.08.  No Adverse Interpretation of Other Agreements.

This Indenture may not be used to interpret another indenture,
loan or debt agreement of the Company or any Subsidiary of the
Company.  Any such indenture, loan or debt agreement may not be
used to interpret this Indenture.

SECTION 9.09.  No Recourse Against Others.

No recourse for the payment of the principal of, premium, if
any, or interest on any of the Securities, or for any claim based
thereon or otherwise in respect thereof, and no recourse under or
upon any obligation, covenant or agreement of the Company
contained in this Indenture, or in any of the Securities, or
because of the creation of any Indebtedness represented thereby,
shall be had against any incorporator or against any past,
present or future shareholder, officer, director, employee or
controlling person, as such, of the Company or of any successor
Person, either directly or through the Company or any successor
Person, whether by virtue of any constitution, statute or rule of
law, or by the enforcement of any assessment or penalty or
otherwise; it being expressly understood that all such liability
is hereby expressly waived and released as a condition of, and as
a consideration for, the execution of this Indenture and the
issue of the Securities.

SECTION 9.10.  Successors.

All agreements of the Company in this Indenture and the
Securities shall bind its successors.  All agreements of the
Trustee in this Indenture shall bind its successor.

SECTION 9.11.  Duplicate Originals.

The parties may sign any number of copies of this Indenture.
Each signed copy shall be an original, but all of them together
represent the same agreement.

SECTION 9.12.  Separability.

In case any provision in this Indenture or in the Securities
shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.

SECTION 9.13.  Table of Contents, Headings, Etc.

The Table of Contents and headings of the Articles and
Sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof and shall
in no way modify or restrict any of the terms and provisions
hereof.

                             ARTICLE TEN

                              REDEMPTION

SECTION 10.01.  Right of Redemption.

The Securities may be redeemed at the election of the Company,
in whole or in part, at any time on or after the Issue Date and
prior to maturity, at the Redemption Prices specified in the form
of Securities annexed hereto as Exhibit A, plus accrued interest
to the Redemption Date.

SECTION 10.02.  Notices to Trustee.

If the Company elects to redeem Securities pursuant to Section
10.01 of the Indenture and paragraph 5 of the Securities, it
shall notify the Trustee in writing of the Redemption Date, the
Redemption Price and the principal amount of Securities to be
redeemed.

The Company shall give each notice provided for in this
Section 10.02 in an Officers' Certificate at least 45 days before
the Redemption Date but not later than the date of any notice
delivered pursuant to Section 10.04 hereof (unless a shorter
period shall be satisfactory to the Trustee).

SECTION 10.03.  Selection of Securities to Be Redeemed.

If less than all of the Securities are to be redeemed at any
time, the Trustee shall select the Securities to be redeemed in
compliance with the requirements of the principal national
securities exchange, if any, on which the Securities are listed
or, if the Securities are not listed on a national securities
exchange, on a pro rata basis, by lot or by such method as the
Trustee in its sole discretion shall deem fair and appropriate;
provided that no Securities of $500 in principal amount or less
shall be redeemed in part.

The Trustee shall make the selection from the Securities
outstanding and not previously called for redemption.  Securities
in denominations of $500 in principal amount may only be redeemed
in whole.  The Trustee may select for redemption portions (equal
to $500 in principal amount or any multiple of $1 in excess
thereof) of the principal of Securities that have denominations
larger than $500 in principal amount.  Provisions of this
Indenture that apply to Securities called for redemption also
apply to portions of Securities called for redemption.  The
Trustee shall notify the Company and the Registrar promptly in
writing of the Securities or portions of Securities to be called
for redemption.

SECTION 10.04.  Notice of Redemption.

At least 30 days but not more than 60 days before a Redemption
Date, the Company shall mail a notice of redemption by first
class mail to each Holder whose Securities are to be redeemed.
The notice shall identify the Securities to be redeemed and shall
state:

(i)     the Redemption Date;

(ii)    the Redemption Price;

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

(iv)     that Securities called for redemption must be
surrendered to the Paying Agent in order to collect the
Redemption Price;

(v)     that the redemption does not violate any agreement
binding upon the Company;

(vi)     that, unless the Company defaults in making the
redemption payment, interest on Securities called for redemption
ceases to accrue on and after the Redemption Date and the only
remaining right of the Holders is to receive payment of the
Redemption Price plus accrued interest to the Redemption Date
upon surrender of the Securities to the Paying Agent;

(vii)     that, if any Security is being redeemed in part, the
portion of the principal amount (equal to $500 in principal
amount or any multiple of $1 in excess thereof) of such Security
to be redeemed and that, on and after the Redemption Date, upon
surrender of such Security, a new Security or Securities in
principal amount equal to the unredeemed portion thereof will be
reissued; and

(viii)     that, if any Security contains a CUSIP number as
provided in Section 2.13 of this Indenture, no representation is
being made as to the correctness of the CUSIP number either as
printed on the Securities or as contained in the notice of
redemption and that reliance may be placed only on the other
identification numbers printed on the Securities.

At the Company's request, the Trustee shall give the notice of
redemption in the name and at the expense of the Company;
provided, however, that the Company shall have delivered to the
Trustee at least 45 (or a lesser number of days acceptable to the
Trustee) days prior to the Redemption Date, an Officers'
Certificate requesting that the Trustee give such notice and
setting forth the information in such notice required by the
preceding paragraph.  Concurrently with the giving of such notice
by the Company to the Holders, the Company shall deliver to the
Trustee an Officers' Certificate stating that such notice has
been given.

SECTION 10.05.  Effect of Notice of Redemption.

Once notice of redemption is mailed, Securities called for
redemption become due and payable on the Redemption Date and at
the Redemption Price.  Upon surrender of any Securities to the
Paying Agent, such Securities shall be paid at the Redemption
Price, plus accrued interest to the Redemption Date.

Notice of redemption shall be deemed to be given when mailed,
whether or not the Holder receives the notice.  In any event,
failure to give such notice, or any defect therein, shall not
affect the validity of the proceedings for the redemption of the
Securities.

SECTION 10.06.  Deposit of Redemption Price.

On or prior to 10:00 a.m. New York City time on any Redemption
Date, the Company shall deposit with the Paying Agent (or, if the
Company is acting as its own Paying Agent, shall segregate and
hold in trust as provided in Section 2.05 of this
Indenture) money sufficient to pay the Redemption Price of and
accrued interest on all Securities to be redeemed on that date
other than Securities or portions thereof called for redemption
on that date that have been delivered by the Company to the
Trustee for cancellation.

SECTION 10.07.  Payment of Securities Called for Redemption.

If notice of redemption has been given in the manner provided
above, the Securities or portion of Securities specified in such
notice to be redeemed shall become due and payable on the
Redemption Date at the Redemption Price stated therein, together
with accrued interest to such Redemption Date, and on and after
such date (unless the Company shall default in the payment of
such Securities at the Redemption Price and accrued interest to
the Redemption Date, in which case the principal, until paid,
shall bear interest from the Redemption Date at the rate
prescribed in the Securities), such Securities shall cease to
accrue interest.  Upon surrender of any Security for redemption
in accordance with a notice of redemption, such Security shall be
paid and redeemed by the Company at the Redemption Price,
together with accrued interest to the Redemption Date; provided
that installments of interest whose Stated Maturity is on or
prior to the Redemption Date shall be payable to the Holders
registered as such at the close of business on the relevant
Regular Record Date.

SECTION 10.08.  Securities Redeemed in Part.

Upon surrender of any Security that is redeemed in part, the
Trustee shall authenticate for the Holder a new Security equal in
principal amount to the unredeemed portion of such surrendered
Security.

                         ARTICLE ELEVEN

                     COLLATERAL AND SECURITY

SECTION 11.01.  Security Pledge and Intercreditor Agreement.

(a)  In order to secure the due and punctual payment of principal
of and interest and premium (if any) on the Securities when and
as the same shall become due and payable, whether on an Interest
Payment Date, at maturity, by acceleration, repurchase,
redemption or otherwise, and interest on the overdue principal of
and interest and premium (to the extent permitted by law), if
any, on the Securities and performance of all other obligations
of the Company to the Holders or the Trustee under this Indenture
and the Securities, the Company and the Trustee are
simultaneously with the execution of this Indenture entering into
the Security Pledge and Intercreditor Agreement, pursuant to
which the Company has granted to the Trustee a security interest
in all of its right, title and interest in, to and under the
Collateral referred to therein for the equal and ratable benefit
and security of the Holders of the Securities, without
preference, priority or distinction of any thereof over any other
by reason or difference in time, of issuance, sale or otherwise,
and for the Trustee or any other agent for such Holders to the
extent provided in this Indenture and in the Security Documents.
At the time this Indenture and the Security Pledge and
Intercreditor Agreement are executed, the Company will have full
right, power and lawful authority to grant, convey, hypothecate,
assign, mortgage and pledge the property constituting the
Collateral, in the manner and form done, or intended to be done,
in this Indenture and the Security Pledge and Intercreditor
Agreement, free and clear of all Liens whatsoever, except the
Liens created pursuant to the Bank Credit Agreement, this
Indenture and the Security Pledge and Intercreditor Agreement,
and except to the extent otherwise provided therein and herein,
and (a) will forever warrant and defend the title to the same
against the claims of all Persons whatsoever, (b) will execute,
acknowledge and deliver to the Trustee such further assignments,
transfers, assurances or other instruments as the Trustee may
reasonably require or request, and (c) will do or cause to be
done all such acts and things as may be necessary or proper, or
as may be reasonably required by the Trustee, to assure and
confirm to the Trustee the perfection and priority of the
security interests in the Collateral contemplated by the Security
Pledge and Intercreditor Agreement, or any part thereof, as from
time to time constituted, so as to render the same available for
the security and benefit of this Indenture and of the Securities,
according to the intent and purposes herein expressed.

(b)  Each Holder, by accepting a Security, consents and agrees to
all of the terms and provisions of the Security Documents, as the
same may be in effect from time to time or may be amended from
time to time in accordance with the provisions of thereof and of
this Indenture, and authorizes and directs the Trustee to act as
the secured party under the Security Documents; provided,
however, that if any provisions of the Security Documents limit,
qualify or conflict with the duties imposed by the TIA, when
applicable, the TIA shall control, subject to Section 9.01.

(c)  As set forth in and governed by the Security Documents, as
among the Holders, the Collateral as now or hereafter constituted
shall be held for the equal and ratable benefit of the Holders
without preference, priority or distinction of any thereof over
any other by reason of difference in time of issuance, sale or
otherwise, as security for the Securities.

SECTION 11.02.  Recording and Opinions.

(a)  The Company will, at its own expense, register, record and
file or rerecord, refile and renew the Security Documents, this
Indenture and all amendments or supplements thereto in such
manner and in such place or places, if any, as may be required by
law in order fully to preserve and protect the Liens of the
Indenture and the Security Documents on all parts of the
Collateral and to effectuate and preserve the perfection and
priority of the security of the Holders and all rights of the
Trustee.

(b)  The Company will furnish to the Trustee on May 15 in each
year beginning with May 15, 2004, an Opinion of Counsel dated as
of such date, either:

(i)     (A) stating that, in the opinion of such counsel, all
action has been taken with respect to the recording, registering,
filing, re - recording, re-registering and re-filing of all
supplemental indentures, financing statements, continuation
statements or other instruments of further assurance as is
necessary to maintain and perfect the Lien of the Security
Documents and reciting with respect to the security interests in
the Collateral the details of such action or referring to prior
Opinions of Counsel in which such details are given, and (B)
stating that, in the opinion of such counsel, based on relevant
laws as in effect on the date of such Opinion of Counsel, all
financing statements and continuation statements have been
executed and filed that are necessary as of such date and during
the succeeding 12 months fully to preserve, perfect and protect,
to the extent such protection and preservation are possible by
filing, the rights of the Holders and the Trustee hereunder and
under the Security Documents with respect to the security
interests in the Collateral; or

(ii)     stating that, in the opinion of such counsel, no such
action is necessary to maintain and perfect such Lien, and
maintain the priority of such Lien in the Collateral and
assignment.

(c)  The Company will otherwise comply with the provisions of TIA
Section 314(b).

SECTION 11.03.  Actions to Protect Collateral.

In addition to Section 5.09 and subject to the provisions of
the Security Documents, the Trustee, acting at the written
direction of the Holders of the Securities, shall have power to
institute and maintain such suits and proceedings as the Trustee
reasonably may deem expedient to prevent any impairment of the
Collateral or the perfection, status or priority of the Trustee's
Lien in the Collateral by any acts that the Trustee reasonably
has cause to believe are unlawful or in violation of the terms of
the Security Documents or this Indenture, and such suits and
proceedings as the Trustee reasonably may deem expedient to
preserve or protect its interests and the interests of the
Holders in the Collateral (including power to institute and
maintain suits or proceedings to restrain the enforcement of or
compliance with any legislative or other governmental enactment,
rule or order that may be unconstitutional or otherwise invalid
if the enforcement of, or compliance with, such enactment, rule
or order would impair the security for the Securities or be
prejudicial to the Holders or the Trustee in their respective
capacities as such); provided that nothing contained in this
Section 11.03 shall be deemed to be a waiver of any right which
the Company would otherwise have with respect to the defense of
any such suit or proceeding.

If an advance of funds shall at any time be required for the
preservation or maintenance of any Collateral, then, upon three
Business Days' notice to the Company, the Trustee shall be
entitled to make such advance (it being understood that the
Trustee shall not be obligated to make such advance).  Each such
advance shall be reimbursed, with interest from the date such
advance was made (at the rate then borne by the Securities), by
the Company, upon demand of the Trustee, and if the Company fails
to comply with such demand, out of trust moneys.  Any funds
advanced by the Trustee pursuant to this paragraph for the
preservation and maintenance of Collateral shall be secured
obligations hereunder, secured by the security interest in the
Collateral pursuant to the Security Pledge and Intercreditor
Agreement.

SECTION 11.04.  Receipt of Funds Under Security Documents.

The Trustee is authorized to receive any funds for the benefit
of the Holders distributed under the Security Documents, and to
make further distributions of such funds to the Holders according
to the provisions of this Indenture.

SECTION 11.05.  Certificates of Fair Value.

To the extent applicable, the Company shall cause TIA Section
314(d) to be complied with.  Any certificate or opinion required
by TIA Section 314(d) may be made by any Officer of the Company,
provided that, to the extent required by TIA Section 314(d), any
such certificate or opinion shall be made by an "independent
appraiser" or other "expert" (as such terms are  set forth in TIA
Section 314(d)).




















                            SIGNATURES

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

                          NUTRITIONAL SOURCING CORPORATION,
                          as Issuer


                          By: /S/_________________________________________
                                Name:
                                Title:


                          WILMINGTON TRUST COMPANY,
                          as Trustee


                          By: ____________________________________________
                              Name:
                              Title:



































                                                 EXHIBIT A


                           (FACE NOTE)

                   NUTRITIONAL SOURCING CORPORATION

                 10.125% Senior Secured Note Due 2009

No.                                            [CUSIP] ______

                                               $

The following information is supplied for purposes of
Sections 1273 and 1275 of the Internal Revenue Code:

NUTRITIONAL SOURCING CORPORATION, a Delaware corporation (the
"Company"), which term includes any successor corporation under
the Indenture hereinafter referred to), for value received,
promises to pay to ____________________, or registered assigns,
the principal sum of __________________ Dollars, on August 1,
2009.

Interest Payment Dates:  February 1 and August 1, commencing
February 1, 2004.

Regular Record Dates:  January 15 and July 15.

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

IN WITNESS WHEREOF, the Company has caused this Security to be
signed manually or by facsimile by its duly authorized officers.

Date:_______________           NUTRITIONAL SOURCING CORPORATION

                               By: _______________________________________
                               Title:



                               By:________________________________________
                               Title:























                   (Form of Trustee's Certificate of Authentication)

This is one of the 10.125% Senior Secured Notes Due 2009
described in the within - mentioned Indenture.

                               WILMINGTON TRUST COMPANY,
                               as Trustee


                               By:___________________________
                                    Authorized Signature













































                       (REVERSE SIDE OF NOTE)

                 NUTRITIONAL SOURCING CORPORATION

               10.125% Senior Secured Note Due 2009

1.     Principal and Interest.

The Company will pay the principal of this Security on August 1,
2009.

The Company promises to pay interest on the principal amount of
this Security on each Interest Payment Date, as set forth below,
at the rate of 10.125% per annum.

Interest will be payable semiannually (to the holders of record
of the Securities at the close of business on January 15 or July
15 immediately preceding the Interest Payment Date) on each
Interest Payment Date, commencing February 1, 2004.

Interest on the Securities will accrue from the most recent date
to which interest has been paid or, if no interest has been paid,
from the Issue Date; provided that, if there is no existing
default in the payment of interest and if this Security is
authenticated between a Regular Record Date referred to on the
face hereof and the next succeeding Interest Payment Date,
interest shall accrue from such Interest Payment Date.  Interest
will be computed on the basis of a 360 - day year of twelve 30 - day
months.

The Company shall pay interest on overdue principal and interest
on overdue installments of interest, to the extent lawful, at the
rate of 10.125% per annum.

2.     Method of Payment.

The Company will pay interest (except defaulted interest) on the
principal amount of the Securities on each February 1 and August
1 to the persons who are Holders (as reflected in the Security
Register at the close of business on such January 15 and July 15
immediately preceding the Interest Payment Date), in each case,
even if the Security is cancelled on registration of transfer or
registration of exchange after such record date; provided that,
with respect to the payment of principal, the Company will make
payment to the Holder that surrenders this Security to a Paying
Agent on or after August 1, 2009.  The Company will pay principal
and interest in money of the United States that at the time of
payment is legal tender for payment of public and private debts.
However, the Company may pay principal and interest by its check
payable in such money; provided, that payment by wire transfer of
immediately available funds shall be required with respect to
principal of, premium, if any and interest on Global Securities
and all other Securities the Holders of which shall have provided
written transfer instructions to the Company or any Paying Agent.
It may mail an interest check to a Holder's registered address
(as reflected in the Security Register).  If a payment date is a
date other than a Business Day at a place of payment, payment may
be made at that place on the next succeeding day that is a
Business Day and no interest shall accrue for the intervening
period.

3.     Paying Agent and Registrar.

Initially, the Trustee will act as Paying Agent and Registrar.
The Company may change any Paying Agent or Registrar without
notice to any Holder.  The Company, any Subsidiary of the
Company, or any Affiliate of any of them may act as Paying Agent,
Registrar or co - registrar.

4.     Indenture; Limitations.

The Company issued the Securities under an Indenture dated as of
June 5, 2003 (the "Indenture"), between the Company and
Wilmington Trust Company, as trustee (the "Trustee").
Capitalized terms used but not defined herein are used as defined
in the Indenture unless otherwise indicated.  The terms of the
Securities include those stated in the Indenture and those made
part of the Indenture by reference to the TIA.  The Securities
are subject to all such terms, and Holders are referred to the
Indenture and the TIA for a statement of all such terms.  To the
extent permitted by applicable law, in the event of any
inconsistency between the terms of this Security and the terms of
the Indenture, the terms of the Indenture shall control.

The Securities are general obligations of the Company.  The
Indenture limits the original aggregate principal amount of the
Securities to up to $90,000,000.

The Securities are secured by the Lien created pursuant to the
Indenture and the Security Documents, which Lien is second in
priority to the Lien created pursuant to the Bank Credit
Agreement.

5.     Optional Redemption.

The Company may redeem all of the Securities at any time or any
portion of the Securities from time to time, on or after the
Issue Date, at a redemption price equal to the applicable
percentage of the then outstanding principal amount thereof set
forth below, plus accrued interest to the Redemption Date
(subject to the right of Holders of record on the relevant
Regular Record Date to receive interest due on an Interest
Payment Date that is on or prior to the Redemption Date), if
redeemed during the periods set forth below:

          Year               Redemption Price

          Issue Date to and  102.000%
          including the
          First Anniversary
          of Issue Date

          After the First    101.000%
          Anniversary of
          Issue Date to and
          including the
          Second
          Anniversary of
          Issue Date

and after the second anniversary of the Issue Date, at 100% of
the principal amount, plus accrued interest to the Redemption
Date.

6.     Notice of Redemption.

Notice of redemption will be mailed at least 30 days but not more
than 60 days before the Redemption Date to each Holder to be
redeemed at his last address as it appears in the Security
Register.  Securities in denominations larger than $500 may be
redeemed in part.  On and after the Redemption Date, interest
ceases to accrue on Securities or portions of Securities called
for redemption, unless the Company defaults in the payment of the
Redemption Price.

7.     Denominations; Transfer; Exchange.

The Securities are in registered form without coupons in
denominations of $500 in principal amount and multiples of $1 in
excess thereof.  A Holder may register the transfer or exchange
of Securities in accordance with the Indenture.  The Registrar
may require a Holder, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees
required by law or permitted by the Indenture.

8.     Persons Deemed Owners.

A Holder may be treated as the owner of a Security for all
purposes, subject to the provisions of the Indenture relating to
record dates for payment.

9.     Unclaimed Money.

If money for the payment of principal or interest remains
unclaimed for two years, the Trustee and the Paying Agent will
pay the money back to the Company.  After that, Holders entitled
to the money must look to the Company for payment, unless an
abandoned property law designates another person, and all
liability of the Trustee and such Paying Agent with respect to
such money shall cease.

10.     Discharge Prior to Maturity.

If the Company deposits with the Trustee money or U.S. Government
Obligations sufficient to pay the then outstanding principal of
the Securities and interest thereon (a) to redemption or
maturity, the Company will be discharged from the Indenture and
the Securities, except, in certain circumstances, for certain
sections thereof, and (b) to the Stated Maturity of such
principal and interest, the Company will be discharged from
certain covenants set forth in the Indenture.

11.     Amendment; Supplement; Waiver.

Subject to certain exceptions set forth in the Indenture, the
Indenture, the Securities and the Security Documents may be
amended or supplemented with the consent of the Holders of at
least a majority in principal amount of the Securities then
outstanding, and any existing default or compliance with any
provision may be waived with the consent of the Holders of a
majority in principal amount of the Securities then outstanding.
Without notice to or consent of any Holder, the parties thereto
may amend or supplement the Indenture or the Securities to, among
other things, cure any ambiguity, defect or inconsistency,
provide for uncertificated Securities in addition to or in place
of certificated Securities and make any change that would provide
any additional rights or benefits to Holders or that does not
adversely affect the rights of any Holder.

12.     Restrictive Covenants.

The Indenture imposes certain limitations on the ability of the
Company and its Restricted Subsidiaries, among other things, to
pay dividends, create liens, sell assets, engage in transactions
with Affiliates or incur Indebtedness.  At the end of each fiscal
quarter, the Company must report to the Trustee on compliance
with such limitations.

13.     Successor Corporations.

When a successor person or other entity assumes all the
obligations of its predecessor under the Securities, the
Indenture and the Security Documents, the predecessor person will
be released from those obligations.

14.     Defaults and Remedies.

An Event of Default is any event defined as an Event of Default
in the Indenture.

If an Event of Default, as defined in the Indenture, occurs and
is continuing, the Trustee or the Holders of at least 25% in
principal amount of the Securities may declare all the Securities
to be due and payable as provided in the Indenture.  If a
bankruptcy or insolvency default with respect to the Company
occurs and is continuing, the Securities automatically become due
and payable.  Holders may not enforce the Indenture or the
Securities except as provided in the Indenture.  The Trustee may
require indemnity satisfactory to it before it enforces the
Indenture or the Securities.  Subject to certain limitations,
Holders of at least a majority in principal amount of the
Securities then outstanding may direct the Trustee in its
exercise of any trust or power.

15.     Trustee Dealings with Company.

The Trustee under the Indenture, in its individual or any other
capacity, may become the owner or pledgee of Securities and may
otherwise deal with the Company or its Affiliates with the same
rights it would have if it were not the Trustee.  Any Agent may
do the same with like rights.  However, the Trustee is subject to
TIA Sections 310(b) and 311.

16.     No Recourse Against Others.

No stockholder, director, officer, employee or incorporator as
such, past, present or future, of the Company or any successor
corporation shall have any liability for any obligations of the
Company under the Securities or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or
their creation.  Each Holder by accepting a Security waives and
releases all such liability.  The waiver and release are part of
the consideration for the issuance of the Securities.

17.     Authentication.

This Security shall not be valid until the Trustee or
authenticating agent signs the certificate of authentication on
the other side of this Security.

18.     Obligation of Company Only.

The Holder of this Security acknowledges, by acceptance hereof,
that this Security is solely an obligation of the Company and
that the Indebtedness under the Bank Credit Agreement constitutes
obligations of one or more of the Company's subsidiaries.

19.     Abbreviations.

Customary abbreviations may be used in the name of a Holder or an
assignee,  such as:  TEN COM (= tenants in common), TEN ENT (=
tenants by the entireties), JT TEN (= joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian)
and U/G/M/A (= Uniform Gifts to Minors Act).

The Company will furnish to any Holder upon written request and
without charge a copy of the Indenture.  Requests may be made to
Nutritional Sourcing Corporation, 1300 N.W. 22nd Street, Pompano
Beach, Florida 33069, Attention:  Chief Financial Officer.




























ASSIGNMENT

I or we assign and transfer this Security to:

Please insert social security or other identifying number of
assignee

___________________________________________________________

___________________________________________________________

___________________________________________________________
Print or type name, address and zip code of assignee

and irrevocably appoint _______________________________, as
agent, to transfer this Security 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 the Security)

Date:______________               _________________________

                                  NOTICE:  The signature to
                                  this assignment must
                                  correspond with the name
                                  as written upon the face
                                  of the within - mentioned
                                  instrument in every
                                  particular, without
                                  alteration or any change
                                  whatsoever.

Signature Guarantee*:

Dated:                            NOTICE:    To be executed
                                   by an executive officer







_______________________________

* Signature must be guaranteed by an "eligible guarantor
institution" within the meaning of Rule 17Ad - 15 under the
Securities Exchange Act of 1934, as amended, if this Security is
to be delivered other than to, and in the name of, the registered
holder.














                  OPTION OF HOLDER TO ELECT PURCHASE

If you wish to have this Security purchased by the Company
pursuant to Section 3.09 or 3.11 of the Indenture, check the Box:
[    ].

If you wish to have a portion of this Security purchased by the
Company pursuant to Section 3.09 or 3.11 of the Indenture, state
the amount (in principal amount) which must be an integral
multiple of $500 or a multiple of $1 in excess thereof:

                         $_______________________________

Date:  ____________      Your Signature:_________________

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

*Signature Guarantee:______________________________________


















_______________________________
* Signature must be guaranteed by an "eligible guarantor
institution" within the meaning of Rule 17Ad - 15 under the
Securities Exchange Act of 1934, as amended, if this Security is
to be delivered other than to, and in the name of, the registered
holder.