<PAGE>
                                                                     EXHIBIT 4.3


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


                             DOANE PET CARE COMPANY

                     and each of the Guarantors named herein


                          10 3/4% Senior Notes due 2010



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

                                    INDENTURE

                          Dated as of February 28, 2003

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



                            WILMINGTON TRUST COMPANY,

                                   as Trustee



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


<PAGE>


                                TABLE OF CONTENTS


<TABLE>
<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

<S>                <C>                                                                                        <C>
Section 1.1          Definitions..................................................................................1
Section 1.2          Other Definitions...........................................................................26
Section 1.3          Incorporation by Reference of Trust Indenture Act...........................................26
Section 1.4          Rules of Construction.......................................................................27

                                   ARTICLE II.
                                 THE SECURITIES

Section 2.1          Form and Dating.............................................................................27
Section 2.2          Execution and Authentication................................................................29
Section 2.3          Registrar and Paying Agent..................................................................29
Section 2.4          Paying Agent To Hold Money in Trust.........................................................30
Section 2.5          Holder Lists................................................................................30
Section 2.6          Transfer and Exchange.......................................................................30
Section 2.7          Replacement Securities......................................................................44
Section 2.8          Outstanding Securities......................................................................45
Section 2.9          Temporary Securities........................................................................45
Section 2.10         Cancellation................................................................................45
Section 2.11         Defaulted Interest..........................................................................45
Section 2.12         CUSIP Numbers...............................................................................46

                                  ARTICLE III.
                                   REDEMPTION

Section 3.1          Notices to Trustee..........................................................................46
Section 3.2          Selection of Securities To Be Redeemed......................................................46
Section 3.3          Notice of Redemption........................................................................47
Section 3.4          Effect of Notice of Redemption..............................................................47
Section 3.5          Deposit of Redemption Price.................................................................47
Section 3.6          Securities Redeemed in Part.................................................................48
Section 3.7          Optional Redemption.........................................................................48
Section 3.8          Mandatory Redemption........................................................................49

                                   ARTICLE IV.
                                    COVENANTS

Section 4.1          Payment of Securities.......................................................................49
Section 4.2          SEC Reports.................................................................................49
Section 4.3          Limitation on Indebtedness..................................................................50
Section 4.4          Limitation on Restricted Payments...........................................................53

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                                        i
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                PAGE
                                                                                                                ----

<S>                 <C>                                                                                       <C>
Section 4.5          Limitation on Restrictions on Distributions from Subsidiaries.
                       The Company shall not, and shall not permit any of its Restricted Subsidiaries to
                       create or permit to exist or become effective any consensual encumbrance or
                       restriction on the ability of any Restricted Subsidiary to:...............................56
Section 4.6          Limitation on Sales of Assets...............................................................57
Section 4.7          Limitation on Affiliate Transactions........................................................61
Section 4.8          Change of Control...........................................................................62
Section 4.9          Limitation on Sale of Restricted Subsidiary Capital Stock...................................63
Section 4.10         Future Subsidiary Guarantors................................................................63
Section 4.11         Limitation on Liens.........................................................................63
Section 4.12         Limitation on Sale/Leaseback Transactions...................................................64
Section 4.13         Designation of Restricted and Unrestricted Subsidiaries.....................................64
Section 4.14         Maintenance of Office or Agency for Registration of Transfer,
                       Exchange and Payment of Securities........................................................64
Section 4.15         Appointment to Fill a Vacancy in the Office of Trustee......................................65
Section 4.16         Provision as to Paying Agent................................................................65
Section 4.17         Maintenance of Corporate Existence..........................................................66
Section 4.18         Compliance Certificate......................................................................66
Section 4.19         Taxes.......................................................................................67
Section 4.20         Stay, Extension and Usury Laws..............................................................67
Section 4.21         Further Instruments and Acts................................................................67
Section 4.22         Effectiveness of Covenants..................................................................67

                                   ARTICLE V.
                                SUCCESSOR COMPANY

Section 5.1          Merger, Consolidation or Sale of Assets.....................................................67
Section 5.2          Successor Corporation Substituted...........................................................68

                                   ARTICLE VI.
                              DEFAULTS AND REMEDIES

Section 6.1          Events of Default...........................................................................68
Section 6.2          Acceleration................................................................................70
Section 6.3          Other Remedies..............................................................................71
Section 6.4          Waiver of Past Defaults.....................................................................71
Section 6.5          Control by Majority.........................................................................72
Section 6.6          Limitation on Suits.........................................................................72
Section 6.7          Rights of Holders to Receive Payment........................................................72
Section 6.8          Collection Suit by Trustee..................................................................73
Section 6.9          Trustee May File Proofs of Claim............................................................73
Section 6.10         Priorities..................................................................................73
Section 6.11         Undertaking for Costs.......................................................................73

</TABLE>

                                       ii
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
                                  ARTICLE VII.
                                     TRUSTEE

<S>                <C>                                                                                         <C>
Section 7.1          Duties of Trustee...........................................................................74
Section 7.2          Rights of Trustee...........................................................................75
Section 7.3          Individual Rights of Trustee................................................................76
Section 7.4          Trustee's Disclaimer........................................................................76
Section 7.5          Notice of Defaults..........................................................................76
Section 7.6          Reports by Trustee to Holders...............................................................76
Section 7.7          Compensation and Indemnity..................................................................77
Section 7.8          Replacement of Trustee......................................................................77
Section 7.9          Successor Trustee by Merger.................................................................78
Section 7.10         Eligibility; Disqualification...............................................................79
Section 7.11         Preferential Collection of Claims Against Company...........................................79

                                  ARTICLE VIII.
                       DISCHARGE OF INDENTURE; DEFEASANCE

Section 8.1          Discharge of Liability on Securities; Defeasance............................................79
Section 8.2          Conditions to Defeasance....................................................................80
Section 8.3          Application of Trust Money..................................................................81
Section 8.4          Repayment to Company........................................................................81
Section 8.5          Indemnity for U.S. Government Obligations...................................................82
Section 8.6          Reinstatement...............................................................................82

                                   ARTICLE IX.
                                   AMENDMENTS

Section 9.1          Without Consent of Holders..................................................................82
Section 9.2          With Consent of Holders.....................................................................83
Section 9.3          Compliance with Trust Indenture Act.........................................................84
Section 9.4          Revocation and Effect of Consents and Waivers...............................................84
Section 9.5          Notation on or Exchange of Securities.......................................................84
Section 9.6          Trustee To Sign Amendments..................................................................84

                                   ARTICLE X.
                              SUBSIDIARY GUARANTEE

Section 10.1         Subsidiary Guarantee........................................................................85
Section 10.2         Limitation on Liability.....................................................................86
Section 10.3         Execution and Delivery of Subsidiary Guarantee..............................................87
Section 10.4         Successors and Assigns......................................................................87
Section 10.5         No Waiver...................................................................................88
Section 10.6         Right of Contribution.......................................................................88
Section 10.7         No Subrogation..............................................................................88
Section 10.8         Modification................................................................................88

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                                      iii
<PAGE>

<TABLE>
<CAPTION>

                                                                                                                PAGE
                                                                                                                ----
                                  ARTICLE XI.
                                 MISCELLANEOUS

<S>                 <C>                                                                                        <C>
Section 11.1         Trust Indenture Act Controls................................................................89
Section 11.2         Notices.....................................................................................89
Section 11.3         Communication by Holders with other Holders.................................................90
Section 11.4         Certificate and Opinion as to Conditions Precedent..........................................90
Section 11.5         Statements Required in Certificate or Opinion...............................................90
Section 11.6         When Securities Disregarded.................................................................90
Section 11.7         Legal Holidays..............................................................................91
Section 11.8         Governing Law...............................................................................91
Section 11.9         No Personal Liability of Directors, Officers, Employees and Stockholders....................91
Section 11.10        Successors..................................................................................91
Section 11.11        Multiple Originals; Counterparts............................................................91
Section 11.12        Severability................................................................................91
Section 11.13        Variable Provisions.........................................................................91
Section 11.14        Qualification of Indenture..................................................................91
Section 11.15        Table of Contents; Headings.................................................................91
Section 11.16        No Adverse Interpretation of Other Agreements...............................................92

EXHIBIT A Form of Global Security
EXHIBIT B Form of Certificate of Exchange
EXHIBIT C Form of Certificate of Acquiring Institutional Accredited Investor
EXHIBIT D Form of Notation of Guarantee
EXHIBIT E Form of Supplemental Indenture


</TABLE>

                                       iv

<PAGE>



                              CROSS-REFERENCE TABLE

<TABLE>
<CAPTION>

TIA                                                                                               INDENTURE
SECTION                                                                                           SECTION
-------                                                                                           -------
<S>                                                                                            <C>
310(a)(1)....................................................................................     7.10
   (a)(2)....................................................................................     7.10
   (a)(3)....................................................................................     N.A.
   (a)(4)....................................................................................     N.A.
   (b).......................................................................................     7.8; 7.10
   (c).......................................................................................     N.A.
311(a).......................................................................................     7.11
   (b).......................................................................................     7.11
   (c).......................................................................................     N.A.
312(a).......................................................................................     2.5
   (b).......................................................................................     11.3
   (c).......................................................................................     11.3
313(a).......................................................................................     7.6
   (b)(1)....................................................................................     N.A.
   (b)(2)....................................................................................     7.6
   (c).......................................................................................     7.6
   (d).......................................................................................     7.6
314(a).......................................................................................     4.2; 4.11; 11.2
   (b).......................................................................................     N.A.
   (c)(1)....................................................................................     12.4
   (c)(2)....................................................................................     12.4
   (c)(3)....................................................................................     N.A.
   (d).......................................................................................     N.A.
   (e).......................................................................................     12.5
   (f).......................................................................................     4.10
315(a).......................................................................................     7.1
   (b).......................................................................................     7.5; 11.2
   (c).......................................................................................     7.1
   (d).......................................................................................     7.1
   (e).......................................................................................     6.11
316(a)(last sentence)........................................................................     11.6
   (a)(1)(A).................................................................................     6.5
   (a)(1)(B).................................................................................     6.4
   (a)(2)....................................................................................     N.A.
   (b).......................................................................................     6.7
317(a)(1)......................................................................................     6.8
   (a)(2)....................................................................................     6.9
   (b).......................................................................................     2.4
318(a).......................................................................................     11.1

</TABLE>

N.A. means Not Applicable.

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

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

                                       v
<PAGE>
                  INDENTURE, dated as of February 28, 2003, among DOANE PET CARE
COMPANY, a Delaware corporation (the "Company"), DPC INVESTMENT CORP., a Texas
corporation, DOANE WINDY HILL JOINT VENTURE L.L.C., a Delaware limited liability
company, and WILMINGTON TRUST COMPANY, a Delaware banking corporation, as
trustee (the "Trustee").

                  Each party agrees as follows for the benefit of the other
parties and for the equal and ratable benefit of the Holders of the Company's 10
3/4% Senior Notes due 2010 issued on the date hereof (the "Initial Securities"),
the Holders of Additional Securities (as defined herein) and, if and when issued
in exchange for the Initial Securities or any Additional Securities as provided
in the Registration Rights Agreement (as hereinafter defined), the Company's 10
3/4% Senior Notes due 2010 provided in exchange for such Initial Securities or
Additional Securities (the "Exchange Securities"):

                                   ARTICLE I.
                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.1       Definitions.

                  "1998 Indenture" means the Indenture, dated as of November 12,
1998, between the Company and Wilmington Trust Company, as trustee.

                  "1998 Notes" means the Company's $150.0 million in aggregate
principal amount of 9 3/4% Senior Subordinated Notes due 2007.

                  "144A Global Security" means a Global Security substantially
in the form of Exhibit A hereto bearing the Global Security Legend and the
Private Placement Legend and deposited with or on behalf of, and registered in
the name of, the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Securities sold in reliance on
Rule 144A.

                  "Additional Assets" means:

    (1) any property or assets, other than Indebtedness and Capital Stock, to be
    used by the Company or a Subsidiary of the Company in the pet food business,
    distribution activities on behalf of pet food business customers and other
    business activities that are incidental or related thereto;

    (2) the Capital Stock of a Person that becomes a Subsidiary of the Company
    as a result of the acquisition of that Capital Stock by the Company or
    another Subsidiary; or

    (3) Capital Stock constituting a minority interest in any Person that at the
    time is a Subsidiary; provided, however, that, in the case of clauses (2)
    and (3), the Subsidiary of the Company is primarily engaged in the pet food
    business, distribution activities on behalf of pet food business customers
    and other business activities that are incidental or related thereto.


<PAGE>

                  "Additional Interest" means the additional interest, if any,
required by Section 7 of the Registration Rights Agreement or any similar
provision of a registration rights agreement with respect to Additional
Securities.

                  "Additional Securities" means any Securities (other than the
Initial Securities or Exchange Securities) issued under this Indenture in
accordance with Sections 2.2 and 4.3 hereof, as part of the same series as the
Initial Securities to the extent outstanding and any Exchange Securities then
outstanding.

                  "Affiliate" of any specified Person means any other Person,
directly or indirectly, controlling or controlled by or under direct or indirect
common control with the specified Person, any Person who is a director or
officer of that Person or any Subsidiary of that Person. For the purposes of
this definition, "control" when used with respect to any Person means the power
to direct the management and policies of that Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing. For purposes of Sections 4.4, 4.6, 4.7 and 4.9 hereof only,
"Affiliate" shall also mean any beneficial owner of shares representing 5% or
more of the total voting power of the Voting Stock, on a fully diluted basis, of
the Company or of rights or warrants to purchase the Voting Stock, whether or
not currently exercisable, and any Person who would be an Affiliate of any such
beneficial owner pursuant to the first sentence hereof.

                  "Applicable Premium" means, with respect to a Security at any
redemption date, the greater of 1.0% of the principal amount of that Security
and the excess of the present value at that time of the redemption price of the
Security at March 1, 2007 (which redemption price is described in the table in
Section 3.7 hereof and equal to 105.375%), plus all required interest payments
due on the Securities through March 1, 2007, computed using a discount rate
equal to the Treasury Rate plus 50 basis points over the principal amount of the
Security.

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

                  "Asset Disposition" means any sale, lease, transfer, issuance
or other disposition (or series of related sales, leases, transfers, issuances
or dispositions that are part of a common plan) of shares of Capital Stock of a
Restricted Subsidiary of the Company (other than directors' qualifying shares),
property or other assets (each referred to for the purposes of this definition
as a "disposition") by the Company or any of its Restricted Subsidiaries,
including any disposition by means of a merger, consolidation or similar
transaction, other than:

    (1) a disposition by a Restricted Subsidiary to the Company or a Wholly
    Owned Restricted Subsidiary or by the Company or a Restricted Subsidiary to
    a Wholly Owned Restricted Subsidiary;

    (2) a disposition of inventory or Cash Equivalents in the ordinary course of
    business;



                                       2
<PAGE>

    (3) a disposition of obsolete equipment or equipment that is no longer
    useful in the conduct of the business of the Company and its Restricted
    Subsidiaries and that is disposed of in each case in the ordinary course of
    business; and

    (4) the sale of other assets so long as the Fair Market Value of the assets
    disposed of pursuant to this clause does not exceed $1.0 million in the
    aggregate in any fiscal year and $5.0 million in the aggregate prior to
    March 1, 2010.

                  "Attributable Indebtedness" in respect of a Sale/Leaseback
Transaction means, as at the time of determination, the present value
(discounted at a rate equal to the rate of interest implicit in such
transaction, determined in accordance with GAAP), compounded annually, of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in the Sale/Leaseback Transaction, including any period for
which the lease has been extended.

                  "Average Life" means, as of the date of determination, with
respect to any Indebtedness or Preferred Stock, the quotient obtained by
dividing (1) the sum of the products of the numbers of years from the date of
determination to the dates of each successive scheduled principal payment of
such Indebtedness or redemption or similar payment with respect to Preferred
Stock multiplied by the amount of such payment by (2) the sum of all such
payments.

                  "Bank Indebtedness" means any and all amounts payable under or
in respect of the Senior Credit Agreement and any Indebtedness that is Incurred
to refund, refinance, replace, renew, repay or extend (including pursuant to any
defeasance or discharge mechanism) Indebtedness under such Senior Credit
Agreement including Indebtedness that refinances such Indebtedness, as amended
from time to time, including principal, premium (if any), interest (including
interest accruing on or after the filing of any petition in bankruptcy or for
reorganization relating to the Company or any Subsidiary Guarantors whether or
not a claim for post filing interest is allowed in such proceedings), fees,
charges, expenses, reimbursement obligations, Guarantees and all other amounts
payable thereunder or in respect thereof (including, without limitation, cash
collateralization of letters of credit).

                  "Board of Directors" means the Board of Directors of the
Company or any committee thereof duly authorized to act on behalf of such Board
of Directors.

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

                  "Capital Stock" of any Person means any and all shares,
interests, rights to purchase, warrants, options, participations or other
equivalents of or interests in (however designated) equity of such Person,
including any Preferred Stock, but excluding any debt securities convertible
into such equity.

                  "Capitalized Lease Obligations" means an obligation that is
required to be classified and accounted for as a capitalized lease for financial
reporting purposes in accordance with GAAP, and the amount of Indebtedness
represented by such obligation shall be the capitalized amount of such
obligation determined in accordance with GAAP, and the Stated



                                       3
<PAGE>

Maturity  thereof  shall be the date of the last  payment  of rent or any  other
amount due under such lease prior to the first date the lease may be  terminated
without penalty.

                  "Cash Equivalents" means:

    (1) U.S. Government  Obligations having maturities of not more than one year
    from the date of acquisition;

    (2) marketable general obligations issued by any state of the United States
    of America or any political subdivision of any such state or any public
    instrumentality thereof maturing within one year from the date of
    acquisition thereof and, at the time of acquisition thereof, having a credit
    rating of "A" or better from either Standard & Poor's Ratings Group or
    Moody's Investors Service, Inc.;

    (3) certificates of deposit, time deposits, eurodollar time deposits,
    overnight bank deposits or bankers' acceptances having maturities of not
    more than one year from the date of acquisition thereof issued by any
    domestic commercial bank, the long-term debt of which is rated at the time
    of acquisition thereof at least "A" or the equivalent thereof by Standard &
    Poor's Ratings Group, or "A" or the equivalent thereof by Moody's Investors
    Service, Inc., and having capital and surplus in excess of $500.0 million;

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

    (5) commercial paper rated at the time of acquisition thereof at least "A-2"
    or the equivalent thereof by Standard & Poor's Ratings Group or "P-2" or the
    equivalent thereof by Moody's Investors Service, Inc., or carrying an
    equivalent rating by a nationally recognized rating agency, if both of the
    two named rating agencies cease publishing ratings of Investments, and in
    either case maturing within 270 days after the date of acquisition thereof;

    (6) interests in any investment company which invests solely in instruments
    of the type specified in clauses (1) through (5) above; and

    (7) in the case of Foreign Subsidiaries, substantially similar investments
    to those set forth in clauses (1) through (6) above, denominated in foreign
    currencies;

                  provided that references to the United States Government shall
be deemed to mean foreign countries having a sovereign rating of "A" or better
from either Standard & Poor's Ratings Group or Moody's Investors Service, Inc.

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

    (1) prior to the first public offering of Voting Stock of the Company or
    Holdings, as the case may be, the Permitted Holders become the "beneficial
    owner," as defined in Rules 13d-3 and 13d-5 under the Exchange Act, directly
    or indirectly, of less than 35% of the voting power of the Voting Stock of
    the Company or Holdings, whether as a result of issuance of securities of
    the Company or Holdings, as the case may be, any merger, consolidation,
    liquidation or



                                       4
<PAGE>

    dissolution  of the Company or  Holdings,  as the case may be, any direct or
    indirect transfer of securities by any Permitted Holder or otherwise and the
    Permitted Holders beneficially own, directly or indirectly, in the aggregate
    a lesser percentage of Voting Stock of the Company or Holdings,  as the case
    may be, than any other "person" or "group" of related persons (as such terms
    are used in Section  13(d) and 14(d) of the Exchange  Act).  For purposes of
    this  paragraph (1) and paragraph (2) below,  the Permitted  Holders will be
    deemed to  beneficially  own any Voting  Stock of a person  (the  "specified
    corporation") held by any other person (the "parent corporation") so long as
    the Permitted Holders  beneficially own, directly or indirectly,  a majority
    of the voting power of the Voting Stock of the parent corporation; or

    (2) following the first public offering of Voting Stock of the Company or
    Holdings, as the case may be, (A) any "person," as such term is used in
    Sections 13(d) and 14(d) of the Exchange Act, other than one or more
    Permitted Holders, is or becomes the beneficial owner, as defined in
    paragraph (1) above (except that a person shall be deemed to have
    "beneficial ownership" of all shares that any person has the right to
    acquire, whether such right is exercisable immediately or only after the
    passage of time) directly or indirectly, of more than 35% of the total
    voting power of the Voting Stock of the Company or Holdings, as the case may
    be and (B) that the Permitted Holders beneficially own, as defined in
    paragraph (1) above, directly or indirectly, in the aggregate a lesser
    percentage of the total voting power of the Voting Stock of the Company or
    Holdings, as the case may be, than such other person and do not have the
    right or ability by voting power, contract or otherwise to elect or
    designate for election a majority of the board of directors of the Company
    or Holdings, as the case may be. For purposes of this paragraph (2), the
    other person shall be deemed to beneficially own any Voting Stock of a
    specified corporation held by a parent corporation, if the other person
    "beneficially owns," as defined in this paragraph (2), directly or
    indirectly, more than 35% of the voting power of the Voting Stock of the
    parent corporation and the Permitted Holders "beneficially own," as defined
    in paragraph (1) above, directly or indirectly, in the aggregate a lesser
    percentage of the voting power of the Voting Stock of the parent corporation
    and do not have the right or ability by voting power, contract or otherwise
    to elect or designate for election a majority of the board of directors of
    the parent corporation; or

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

                  provided, that notwithstanding the foregoing, in the event a
"change of control" occurs under the 1998 Indenture, a Change of Control shall
be automatically deemed to occur under this Indenture.

                  "Clearstream" means Clearstream Banking, S.A.

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



                                       5
<PAGE>


                  "Company" means Doane Pet Care Company, a Delaware
corporation.

                  "Consolidated Cash Flow" for any period means the Consolidated
Net Income for that period, plus, to the extent deducted in calculating the
Consolidated Net Income:

    (1) income tax expense;

    (2) Consolidated Interest Expense;

    (3) depreciation expense;

    (4) amortization expense, in each case for that period; and

    (5) other non-cash charges reducing Consolidated Net Income, excluding any
    non-cash charge to the extent that it represents an accrual of or reserve
    for cash charges in any future period or amortization of a prepaid cash
    expense that was paid in a prior period;

                  in each case for such period, and minus, to the extent not
already deducted in calculating Consolidated Net Income, the aggregate amount of
"earnout" payments paid in cash during the period in connection with
acquisitions previously made by the Company and non-cash items increasing
Consolidated Net Income for the period.

                  "Consolidated Coverage Ratio" as of any date of determination
means the ratio of the aggregate amount of Consolidated Cash Flow for the period
of the most recent four consecutive fiscal quarters ending prior to the date of
the determination to Consolidated Interest Expense for those four fiscal
quarters; provided, however, that:

    (1) if the Company or any of its Restricted Subsidiaries has Incurred any
    Indebtedness since the beginning of that period that remains outstanding or
    if the transaction giving rise to the need to calculate the Consolidated
    Coverage Ratio is an Incurrence of Indebtedness, or both, Consolidated Cash
    Flow and Consolidated Interest Expense for the period shall be calculated
    after giving effect on a pro forma basis to the Indebtedness as if the
    Indebtedness had been Incurred on the first day of that period and the
    discharge of any other Indebtedness repaid, repurchased, defeased or
    otherwise discharged with the proceeds of the new Indebtedness as if the
    discharge had occurred on the first day of the period;

    (2) if since the beginning of the period the Company or any of its
    Restricted Subsidiaries shall have made any Asset Disposition, Consolidated
    Cash Flow for the period shall be reduced by an amount equal to the
    Consolidated Cash Flow, if positive, attributable to the assets that are the
    subject of the Asset Disposition for the period or increased by an amount
    equal to the Consolidated Cash Flow, if negative, attributable thereto for
    the period, and Consolidated Interest Expense for the period shall be
    reduced by an amount equal to the Consolidated Interest Expense attributable
    to any Indebtedness of the Company or any of its Restricted Subsidiaries
    repaid, repurchased, defeased or otherwise discharged with respect to the
    Company and its continuing Restricted Subsidiaries in connection with the
    Asset Disposition for that period, or, if the Capital Stock of any
    Restricted Subsidiary of the Company is sold, the Consolidated Interest
    Expense for the period directly attributable to the Indebtedness of


                                       6
<PAGE>

    that Restricted Subsidiary to the extent the Company and its continuing
    Restricted Subsidiaries are no longer liable for that Indebtedness after the
    sale;

    (3) if since the beginning of the period the Company or any of its
    Restricted Subsidiaries, by merger or otherwise, shall have made an
    Investment in any Restricted Subsidiary of the Company, or any Person that
    becomes a Restricted Subsidiary of the Company, or an acquisition of assets,
    including any Investment in a Restricted Subsidiary of the Company or any
    acquisition of assets occurring in connection with a transaction causing a
    calculation to be made hereunder, which constitutes all or substantially all
    of an operating unit of a business, Consolidated Cash Flow and Consolidated
    Interest Expense for the period shall be calculated after giving pro forma
    effect thereto, including the Incurrence of any Indebtedness and including
    the pro forma expenses and cost reductions calculated on a basis consistent
    with Regulation S-X of the Securities Act, as if such Investment or
    acquisition occurred on the first day of the period; and

    (4) if since the beginning of the period any Person, that subsequently
    became a Restricted Subsidiary of the Company or was merged with or into the
    Company or any Restricted Subsidiary of the Company since the beginning of
    the period shall have made any Asset Disposition or any Investment or
    acquisition of assets that would have required an adjustment pursuant to
    clause (2) or (3) above if made by the Company or a Restricted Subsidiary of
    the Company during that period, Consolidated Cash Flow and Consolidated
    Interest Expense for that period shall be calculated after giving pro forma
    effect thereto as if the Asset Disposition, Investment or acquisition
    occurred on the first day of the period.

                  For purposes of this definition, whenever pro forma effect is
to be given to an acquisition of assets, the amount of income or earnings
relating thereto and the amount of Consolidated Interest Expense associated with
any Indebtedness Incurred in connection therewith, the pro forma calculations
shall be determined in good faith by a responsible financial or accounting
officer of the Company. If any Indebtedness bears a floating rate of interest
and is being given pro forma effect, the interest expense on that Indebtedness
shall be calculated as if the rate in effect on the date of determination had
been the applicable rate for the entire period, taking into account any Hedging
Obligation applicable to that Indebtedness if the Hedging Obligation has a
remaining term in excess of 12 months.

                  "Consolidated Current Liabilities" means, as of any date of
determination, the aggregate amount of liabilities of the Company and its
consolidated Restricted Subsidiaries which may properly be classified as current
liabilities (including taxes accrued as estimated in accordance with GAAP),
after eliminating:

    (1) all intercompany items between the Company and any Restricted Subsidiary
    or between Restricted Subsidiaries, and

    (2) all current maturities of long-term indebtedness.

                  "Consolidated Interest Expense" means, for any period, the
total interest expense of the Company and its Restricted Subsidiaries, plus, to
the extent not included in that interest expense:



                                       7
<PAGE>

    (1) interest expense attributable to Capitalized Lease Obligations and
    imputed interest with respect to Attributable Indebtedness;

    (2) amortization of debt discount and debt issuance cost, other than those
    debt discounts and debt issuance costs Incurred on the Issue Date;

    (3) capitalized interest;

    (4) non-cash interest expense;

    (5) commissions, discounts and other fees and charges owed with respect to
    letters of credit and bankers' acceptance financing;

    (6) interest actually paid by the Company or any Restricted Subsidiary under
    any Guarantee of Indebtedness or other obligation of any other Person;

    (7) net costs associated with Hedging Obligations, including
amortization of fees;

    (8) the product of all Preferred Stock dividends in respect of all Preferred
    Stock of Restricted Subsidiaries of the Company and Disqualified Stock of
    the Company held by Persons other than the Company or a Wholly Owned
    Restricted Subsidiary multiplied by a fraction, the numerator of which is
    one and the denominator of which is one minus the then current combined
    federal, state and local statutory tax rate of the Company, expressed as a
    decimal, in each case, determined on a consolidated basis in accordance with
    GAAP; and

    (9) the cash contributions to any employee stock ownership plan or similar
    trust to the extent those contributions are used by the plan or trust to pay
    interest or fees to any Person, other than the Company, in connection with
    Indebtedness Incurred by the plan or trust.

                  "Consolidated Net Income" means, for any period, the net
income (loss) of the Company and its consolidated Restricted Subsidiaries;
provided, however, that there shall not be included in Consolidated Net Income:

    (1) any net income (loss) of any Person if the Person is not a Restricted
    Subsidiary, except that subject to the limitations contained in clause (3)
    below, the Company's equity in the net income of any Person for the period
    shall be included in Consolidated Net Income up to the aggregate amount of
    cash actually distributed by the Person during that period to the Company or
    a Restricted Subsidiary as a dividend or other distribution, subject, in the
    case of a dividend or other distribution to a Restricted Subsidiary, to the
    limitations contained in clause (2) below, and the Company's equity in a net
    loss of any such Person for that period shall be included in determining
    Consolidated Net Income;

    (2) any net income (loss) of any Restricted Subsidiary if the Restricted
    Subsidiary is subject to restrictions, directly or indirectly, on the
    payment of dividends or the making of distributions by that Restricted
    Subsidiary, directly or indirectly, to the Company, except that subject to
    the limitations contained in (3) below, the Company's equity in the net
    income of any such Restricted Subsidiary for such period shall be included
    in Consolidated Net Income up to the



                                       8
<PAGE>

    aggregate amount of cash that could have been distributed by the Restricted
    Subsidiary during the period to the Company or another Restricted Subsidiary
    as a dividend, subject, in the case of a dividend that could have been made
    to another Restricted Subsidiary, to the limitation contained in this
    clause, and the Company's equity in a net loss of any such Restricted
    Subsidiary for the period shall be included in determining Consolidated Net
    Income;

    (3) any gain, but not loss, realized upon the sale or other disposition of
    any assets of the Company or its consolidated Restricted Subsidiaries,
    including pursuant to any Sale/Leaseback Transaction, that are not sold or
    otherwise disposed of in the ordinary course of business and any gain or
    loss realized upon the sale or other disposition of any Capital Stock of any
    Person;

    (4) any extraordinary gain or loss;

    (5) the cumulative effect of a change in accounting principles; and

    (6) the noncash effect of charges recorded as a consequence of Financial
    Accounting Standard No. 142 to the extent the amount of any such charges
    exceeds the amount of amortization that would occur in the absence of the
    adoption of Financial Accounting Standard No. 142 (assuming a 40-year
    amortizable life of the asset that is the subject of such charge).

                  "Consolidated Net Tangible Assets" means, as of any date of
determination, the sum of the amounts that would appear on a consolidated
balance sheet of the Company and its consolidated Restricted Subsidiaries as the
total assets (less accumulated depreciation, amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible
items) of the Company and its Restricted Subsidiaries, after giving effect to
purchase accounting and after deducting therefrom Consolidated Current
Liabilities and, to the extent otherwise included, the amounts of (without
duplication):

    (1) the excess of cost over Fair Market Value of assets or businesses
    acquired;

    (2) any revaluation or other write-up in book value of assets subsequent to
    the last day of the fiscal quarter of the Company immediately preceding the
    Issue Date as a result of a change in the method of valuation in accordance
    with GAAP;

    (3) unamortized debt discount and expenses and other unamortized deferred
    charges, goodwill, patents, trademarks, service marks, trade names,
    copyrights, licenses, organization or developmental expenses and other
    intangible items;

    (4) minority interests in consolidated Restricted Subsidiaries held by
    Persons other than the Company or any Restricted Subsidiary;

    (5) treasury stock; and

    (6) cash or securities set aside and held in a sinking or other analogous
    fund established for the purpose of redemption or other retirement of
    Capital Stock to the extent such obligation is not reflected in Consolidated
    Current Liabilities.



                                       9
<PAGE>

                  "Consolidated Net Worth" means the total of amounts shown on
the balance sheet of the Company and its consolidated Restricted Subsidiaries,
determined on a consolidated basis in accordance with GAAP, as of the end of the
most recent fiscal quarter for the Company ending prior to the taking of any
action for the purpose of which the determination is being made as (i) the par
or stated value of all outstanding Capital Stock of the Company plus (ii)
paid-in capital or capital surplus relating to such Capital Stock plus (iii) any
retained earnings or surplus less (A) any accumulated deficit and (B) any
amounts attributable to Disqualified Stock.

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

                  "Definitive Security" means a certificated Security registered
in the name of the Holder thereof and issued in accordance with Section 2.6
hereof, substantially in the form of Exhibit A hereto except that such Security
shall not bear the Global Security Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Security" attached thereto.

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

                  "Disqualified Stock" means, with respect to any Person, any
Capital Stock of that Person that by its terms, or by the terms of any security
into which it is convertible or for which it is exchangeable, or upon the
happening of any event:

    (1) matures or is mandatorily redeemable pursuant to a sinking fund
    obligation or otherwise;

    (2) is convertible or exchangeable at the option of the holder for
    Indebtedness or Disqualified Stock; or

    (3) is redeemable at the option of the holder thereof, in whole or in part,
    in each case on or prior to 91 days after the Stated Maturity of the
    Securities.

                  "Domestic Consolidated Net Tangible Assets" means Consolidated
Net Tangible Assets less Foreign Consolidated Net Tangible Assets.

                  "Domestic Subsidiary" means any Subsidiary that is organized
under the laws of any jurisdiction within the United States of America or that
guarantees or otherwise provides direct credit support for any Indebtedness of
the Company.

                  "Equity Investors" means J.P. Morgan Partners (BHCA), L.P.,
Bruckman, Rosser, Sherrill & Co., L.P., DLJ Merchant Banking Partners, L.P. and
Summit Capital, Inc.

                  "Equity Offering" means any public or private offering for
cash by the Company or Holdings of its common stock, or options, warrants or
rights with respect to its common stock (other than Disqualified Stock) whether
made pursuant to a registration statement that has been declared effective by
the SEC (other than on Form S-4 or S-8), or otherwise.



                                       10
<PAGE>

                  "Euroclear" means Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear system.

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

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement or any similar agreement with respect to Additional Securities.

                  "Exchanging-Dealer" means a broker-dealer participating in the
Exchange Offer.

                  "Fair Market Value" means the price that could be negotiated
in an arm's-length free market transaction, for cash, between a willing seller
and a willing buyer, neither of whom is under undue pressure or compulsion to
complete the transaction.

                  "Foreign Consolidated Current Liabilities" means as of the
date of determination, the aggregate amount of liabilities of the Foreign
Subsidiaries of the Company which may properly be classified as current
liabilities (including taxes accrued as estimated), after eliminating:

         (1) all intercompany items between the Foreign Subsidiaries of the
         Company; and

         (2) all current maturities of long-term Indebtedness.

                  "Foreign Consolidated Net Tangible Assets" means, as of any
date of determination, the sum of the amounts that would appear on a
consolidated balance sheet of the Foreign Subsidiaries of the Company as the
total assets (less accumulated depreciation, amortization, allowances for
doubtful receivables, other applicable reserves and other properly deductible
items) of the Foreign Subsidiaries of the Company, after giving effect to
purchase accounting and after deducting therefrom Foreign Consolidated Current
Liabilities and, to the extent otherwise included, the amounts of (without
duplication):

    (1) the excess of cost over Fair Market Value of assets or businesses
    acquired;

    (2) any revaluation or other write-up in book value of assets subsequent to
    the last day of the fiscal quarter of the Company immediately preceding the
    Issue Date as a result of a change in the method of valuation in accordance
    with GAAP;

    (3) unamortized debt discount and expenses and other unamortized deferred
    charges, goodwill, patents, trademarks, service marks, trade names,
    copyrights, licenses, organization or developmental expenses and other
    intangible items;

    (4) minority interests in consolidated Foreign Subsidiaries held by Persons
    other than the Company or any Subsidiary;

    (5) treasury stock; and



                                       11
<PAGE>

    (6) cash or securities set aside and held in a sinking or other analogous
    fund established for the purpose of redemption or other retirement of
    Capital Stock to the extent such obligation is not reflected in Foreign
    Consolidated Current Liabilities.

                  "Foreign Credit Agreements" shall mean those certain credit
agreements existing on the Issue Date to which any of the Company's Foreign
Subsidiaries is a party or by which any of them is bound and which are reflected
on the Company's internal financial statements as of the Issue Date.

                  "Foreign Subsidiary" means any Subsidiary other than a
Domestic Subsidiary.

                  "GAAP" means generally accepted accounting principles in the
United States of America as in effect as of the Issue Date, including 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 Legend" means the legend set forth in Section
2.6(g)(ii), which is required to be placed on all Global Securities issued under
this Indenture.

                  "Global Securities" means, individually and collectively, each
of the Restricted Global Securities and the Unrestricted Global Securities, in
the form of Exhibit A hereto issued in accordance with Section 2.1, 2.6(b)(3),
2.6(b)(4), 2.6(d)(2) or 2.6(f) hereof.

                  "Guarantee" means any obligation, contingent or otherwise, of
any Person directly or indirectly guaranteeing any Indebtedness of any other
Person and any obligation, direct or indirect, contingent or otherwise, of such
Person:

    (1) to purchase or pay (or advance or supply funds for the purchase or
    payment of) such Indebtedness of or other obligation of any 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

    (2) entered into for purposes of assuring in any other manner the obligee of
    such Indebtedness of the payment thereof or to protect such obligee against
    loss in respect thereof (in whole or in part); provided, however, that the
    term "Guarantee" will not include endorsements for collection or deposit in
    the ordinary course of business. The term "Guarantee" used as a verb has a
    corresponding meaning.

                  "Guarantor Subordinated Obligation" means, with respect to a
Subsidiary Guarantor, any Indebtedness (other than Disqualified Stock) of such
Subsidiary Guarantor (whether outstanding on the Issue Date or thereafter
Incurred) which is subordinate or junior in right of payment to the obligations
of such Subsidiary Guarantor under its Subsidiary Guarantee pursuant to a
written agreement.



                                       12
<PAGE>

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

    (1) interest rate swap agreements, interest rate cap agreements and interest
    rate collar agreements or similar arrangements providing for protections
    against fluctuations in interest rates or the exchange of nominal interest
    obligations, either generally or under specific contingencies; and

    (2) other agreements or arrangements designed to protect such Person against
    fluctuations in commodity prices, currency exchange rates or interest rates,

                  in each case, entered into for bona fide hedging purposes of
the Company or its Restricted Subsidiaries, as determined in good faith by the
Board of Directors or senior management of the Company, on customary terms
entered into in the ordinary course of business.

                  "Holder" means the Person in whose name a Security is
registered on the Registrar's books.

                  "Holdings" means Doane Pet Care Enterprises, Inc., a Delaware
corporation.

                  "IAI Global Security" means the Global Security substantially
in the form of Exhibit A hereto bearing the Global Security Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee that will be issued in a denomination
equal to the outstanding principal amount of the Securities sold to
Institutional Accredited Investors.

                  "Incur" means issue, assume, Guarantee, incur or otherwise
become liable, directly or indirectly, contingently or otherwise, for; provided,
however, that any Indebtedness or Capital Stock of a Person existing at the time
such person becomes a Subsidiary (whether by merger, consolidation, acquisition
or otherwise) shall be deemed to be Incurred by such Subsidiary at the time it
becomes a Subsidiary.

                  "Indebtedness" means, with respect to any Person on any date
of determination, without duplication:

    (1) the principal of and premium, if any, in respect of indebtedness of that
    Person for borrowed money;

    (2) the principal of and premium, if any, in respect of obligations of that
    Person evidenced by bonds, debentures, notes or other similar instruments;

    (3) all obligations of that Person in respect of letters of credit or other
    similar instruments, including reimbursement obligations with respect
    thereto, other than obligations with respect to letters of credit securing
    obligations (other than obligations described in clauses (1), (2) and (5))
    entered into in the ordinary course of business of such Person to the extent
    that such letters of credit are not drawn upon or, if and to the extent
    drawn upon, the drawing is



                                       13
<PAGE>

    reimbursed no later than the third business day following receipt by the
    Person of a demand for reimbursement following payment on the letter of
    credit;

    (4) all obligations of that Person to pay the deferred and unpaid purchase
    price of property or services, other than contingent or "earn-out" payment
    obligations and Trade Payables and accrued expenses Incurred in the ordinary
    course of business, 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;

    (5) all Capitalized Lease Obligations and all Attributable Indebtedness of
    that Person;

    (6) all Indebtedness of other Persons secured by a Lien on any asset of that
    Person, whether or not such Indebtedness is assumed by that Person,
    provided, however, that the amount of Indebtedness of such Person shall be
    the lesser of the Fair Market Value of the asset at the date of
    determination and the amount of such Indebtedness of such other Persons;

    (7) all Indebtedness of other Persons to the extent Guaranteed by such
    Person;

    (8) the amount of all obligations of such Person with respect to the
    redemption, repayment or other repurchase of any Disqualified Stock or, with
    respect to any Restricted Subsidiary of the Company, any Preferred Stock,
    but excluding, in each case, any accrued dividends; and

    (9) to the extent not otherwise included in this definition, obligations of
    such Person under Hedging Obligations.

                  The amount of Indebtedness of any Person at any date shall be
the outstanding balance at that date of all unconditional obligations as
described above as such amount would be reflected on a balance sheet in
accordance with GAAP and the maximum liability, upon the occurrence of the
contingency giving rise to the obligation, of any contingent obligations at that
date.

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

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Security through a Participant.

                  "Institutional Accredited Investor" means an institution that
is an "accredited investor" as defined in Rule 501(a)(1), (2), (3) or (7) under
the Securities Act, who is not also a QIB.

                  "Investment" in any Person means 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 other extension of credit (including by way of Guarantee or similar
arrangement, but excluding any debt or extension of credit represented by a bank
deposit other than a time deposit) or capital contribution to (by means of any
transfer of cash or other property to others or any payment for property or
services for the account or use of others),



                                       14
<PAGE>

or any purchase or acquisition of Capital Stock, Indebtedness or other similar
instruments issued by such Person.

                  "Investment Grade Status" shall occur when the Securities
receive a rating of "BBB--" or higher (with a stable outlook) from Standard &
Poor's Ratings Group and a rating of "Baa3" or higher from Moody's Investors
Service, Inc. (with a stable outlook) (or, if either such entity ceases to rate
the Securities for reasons outside of the control of the Company, the equivalent
investment grade credit rating from any other "nationally recognized statistical
rating organization" within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the
Exchange Act selected by the Company as a replacement agency).

                  "Issue Date" means the date on which the Initial Securities
are originally issued.

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

                  "Net Available Cash" from an Asset Disposition means cash
payments received, including any cash payments received by way of deferred
payment of principal pursuant to a note or installment receivable or otherwise,
but only as and when received, but excluding any other consideration received in
the form of assumption by the acquiring Person of Indebtedness or other
obligations relating to the properties or assets that are the subject of such
Asset Disposition or received in any other noncash form, therefrom, in each case
net of:

    (1) all legal, title and recording tax expenses, commissions and other fees
    and expenses Incurred, and all federal, state, foreign and local taxes
    required to be paid or accrued as a liability under GAAP, as a consequence
    of such Asset Disposition;

    (2) all payments made on any Indebtedness that is secured by any assets
    subject to such Asset Disposition, in accordance with the terms of any Lien
    upon such assets, or which must by its terms, or in order to obtain a
    necessary consent to such Asset Disposition, or by applicable law, be repaid
    out of the proceeds from such Asset Disposition;

    (3) all distributions and other payments required to be made to any Person
    owning a beneficial interest in assets subject to sale or minority interest
    holders in Subsidiaries or joint ventures as a result of such Asset
    Disposition;

    (4) the deduction of appropriate amounts to be provided by the seller as a
    reserve, in accordance with GAAP, against any liabilities associated with
    the assets disposed of in such Asset Disposition and retained by the Company
    or any Restricted Subsidiary of the Company after such Asset Disposition;
    and

    (5) any portion of the purchase price from an Asset Disposition placed in
    escrow, whether as a reserve for adjustment of the purchase price, for
    satisfaction of indemnities in respect of such Asset Disposition or
    otherwise in connection with such Asset Disposition, provided, however, that
    upon the termination of such escrow, Net Available Cash shall be increased
    by any portion of funds therein released to the Company or any Restricted
    Subsidiary.



                                       15
<PAGE>

                  "Net Cash Proceeds" with respect to any issuance or sale of
Capital Stock or Indebtedness, means the cash proceeds of such issuance or sale
net of attorneys' fees, accountants' fees, underwriters' or placement agents'
fees, discounts or commissions and brokerage, consultant and other fees actually
Incurred in connection with such issuance or sale and net of taxes paid or
payable as a result of such issuance or sale.

                  "Non-Recourse Debt" means Indebtedness:

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

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

    (3) as to which the lenders have been notified in writing that they will not
    have any recourse to the stock or assets of the Company or any of its
    Restricted Subsidiaries.

                  "Officer" means the Chairman of the Board, the Chief Executive
Officer, the President, the Chief Financial Officer, any Vice President, the
Treasurer or the Secretary of the Company. Officer of any Subsidiary Guarantor
has a correlative meaning.

                  "Officers' Certificate" means a certificate signed by two
Officers (for which in the case of the annual Officers' Certificate delivered
pursuant to Section 4.18, at least one of such Officers shall be the principal
executive officer, principal financial officer or principal accounting officer
of the Company) and that complies with Sections 11.4 and 11.5 of this Indenture
and is delivered to the Trustee.

                  "Opinion of Counsel" means a written opinion from legal
counsel who is acceptable to the Trustee and that complies with Sections 11.4
and 11.5 of this Indenture and is delivered to the Trustee. The counsel may be
an employee of or counsel to the Company or the Trustee.

                  "Pari Passu Indebtedness" means Indebtedness that ranks
equally in right of payment to the Securities.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "Permitted Holders" means the Equity Investors and their
respective Affiliates.

                  "Permitted Investment" means:



                                       16
<PAGE>

    (1) any Investment in a Restricted Subsidiary of the Company or a Person
    that will, upon making the Investment, become a Restricted Subsidiary;
    provided, however, that the primary business of the Restricted Subsidiary is
    a Related Business;

    (2) any Investment in another Person if as a result of such Investment such
    other Person is merged or consolidated with or into, or transfers or conveys
    all or substantially all its assets to, the Company or a Restricted
    Subsidiary of the Company; provided, however, that the Person's primary
    business is a Related Business;

    (3) any Investment in Cash Equivalents;

    (4) receivables owing to the Company or any of its Restricted Subsidiaries,
    if created or acquired in the ordinary course of business and payable or
    dischargeable in accordance with customary trade terms;

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

    (6) loans or advances to employees made in the ordinary course of business
    of the Company or such Restricted Subsidiary;

    (7) stock, obligations or securities received in settlement of debts created
    in the ordinary course of business and owing to the Company or any of its
    Restricted Subsidiaries or in satisfaction of judgments or claims;

    (8) Investments the payment for which consists exclusively of Capital Stock,
    exclusive of Disqualified Stock, of the Company;

    (9) any Investment that existed on the Issue Date;

    (10) loans or advances to employees and directors to purchase Capital Stock
    of the Company or Holdings; provided that the aggregate amount of loans and
    advances shall not exceed $2.0 million at any time outstanding;

    (11) any Investment in another Person to the extent such Investment is
    received by the Company or any Restricted Subsidiary as consideration for
    Asset Disposition effected in compliance with Section 4.6 hereof;

    (12) prepayment and other credits to suppliers made in the ordinary course
    of business consistent with the past practices of the Company and its
    Restricted Subsidiaries;

    (13) Investments in connection with pledges, deposits, payments or
    performance bonds made or given in the ordinary course of business in
    connection with or to secure statutory, regulatory or similar obligations,
    including obligations under health, safety or environmental obligations; and



                                       17
<PAGE>

    (14) any Investment in another Person, provided that the aggregate
    Investments made pursuant to this clause shall not exceed in the aggregate
    $25.0 million at any one time outstanding, measured as of the date made and
    without giving effect to subsequent changes in value, provided further that
    such amount shall be increased by an amount equal to any return of capital
    received from any Investment.

                  "Permitted Liens" means, with respect to any Person:

    (1) (x) Liens securing Indebtedness and other obligations of the Company and
    its Restricted Subsidiaries under the Senior Credit Agreement and Liens on
    assets of Subsidiaries securing Guarantees of Indebtedness and other
    obligations under the Senior Credit Agreement permitted to be Incurred under
    this Indenture in an aggregate principal amount at any one time outstanding
    not to exceed $280.0 million less the aggregate amount of permanent
    reductions of commitments to extend credit thereunder and repayment of
    principal thereof after the Issue Date and (y) Liens securing Hedging
    Obligations granted in favor of lenders or affiliates of lenders under the
    Senior Credit Agreement which Liens shall be limited to the collateral
    securing the obligations under the Senior Credit Agreement; provided that in
    the event the Consolidated Coverage Ratio is 2.50:1.00 or greater at the
    time of the Incurrence of any such Lien described in this clause (1), the
    foregoing limit shall be inapplicable; provided further that Liens permitted
    under this clause (1) shall not be used to secure Indebtedness that is
    issued in exchange for, or the net proceeds of which are used to extend,
    refinance, renew, replace or refund, the 1998 Notes;

    (2) pledges or deposits by such Person under workmen's compensation laws,
    unemployment insurance laws or similar legislation, or good faith deposits
    in connection with bids, tenders, contracts (other than for the payment of
    Indebtedness) or leases to which such Person is a party, or deposits to
    secure public or statutory obligations of such Person or deposits or cash or
    United States government bonds to secure surety or appeal bonds to which
    such Person is a party, or deposits as security for contested taxes or
    import or customs duties or for the payment of rent, in each case Incurred
    in the ordinary course of business;

    (3) Liens imposed by law, including carriers', warehousemen's and mechanics'
    Liens, in each case for sums not yet due or being contested in good faith by
    appropriate proceedings if a reserve or other appropriate provisions, if
    any, as shall be required by GAAP shall have been made in respect thereof;

    (4) Liens for taxes, assessments or other governmental charges not yet
    subject to penalties for non-payment or which are being contested in good
    faith by appropriate proceedings provided appropriate reserves required
    pursuant to GAAP have been made in respect thereof;

    (5) Liens in favor of issuers of surety or performance bonds or letters of
    credit or bankers' acceptances issued pursuant to the request of and for the
    account of such Person in the ordinary course of its business; provided,
    however, that such letters of credit do not constitute Indebtedness;



                                       18
<PAGE>

    (6) encumbrances, easements or reservations of, or rights of others for,
    licenses, rights of way, sewers, electric lines, telegraph and telephone
    lines and other similar purposes, or zoning or other restrictions as to the
    use of real properties or Liens incidental to the conduct of the business of
    such Person or to the ownership of its properties which do not materially
    adversely affect the value of said properties or materially impair their use
    in the operation of the business of such Person;

    (7) Liens securing Hedging Obligations so long as the related Indebtedness
    is, and is permitted to be under this Indenture, secured by a Lien on the
    same property securing such Hedging Obligation;

    (8) leases and subleases of real property which do not materially interfere
    with the ordinary conduct of the business of the Company or any of its
    Subsidiaries;

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

    (10) Liens for the purpose of securing the payment of all or a part of the
    purchase price of, or Capitalized Lease Obligations with respect to, assets
    or property acquired or constructed in the ordinary course of business;
    provided that:

         (a) the aggregate principal amount of Indebtedness secured by such
         Liens is otherwise permitted to be Incurred under this Indenture and
         does not exceed the cost of the assets or property so acquired or
         constructed; and

         (b) such Liens are created within 180 days of construction or
         acquisition of such assets or property and do not encumber any other
         assets or property of the Company or any Restricted Subsidiary other
         than such assets or property and assets affixed or appurtenant thereto;

    (11) Liens arising by virtue of any statutory or common law provisions
    relating to banker's Liens, rights of set-off or similar rights and remedies
    as to deposit accounts or other funds maintained with a depositary
    institution; provided that:

         (a) such deposit account is not a dedicated cash collateral account and
         is not subject to restrictions against access by the Company in excess
         of those set forth by regulations promulgated by the Federal Reserve
         Board; and

         (b) such deposit account is not intended by the Company or any
         Subsidiary to provide collateral to the depository institution;

    (12) Liens arising from Uniform Commercial Code financing statement filings
    regarding operating leases entered into by the Company and its Subsidiaries
    in the ordinary course of business;



                                       19
<PAGE>

    (13) Liens existing on the Issue Date (other than Permitted Liens under
    clauses (1) and (21) of this Definition);

    (14) Liens on property or shares of Capital Stock of a Person at the time
    such Person becomes a Subsidiary; provided, however, that such Liens are not
    Incurred in connection with, or in contemplation of, such other Person
    becoming a Subsidiary; provided further, however, that any such Lien may not
    extend to any other property owned by the Company or any Subsidiary;

    (15) Liens on property at the time the Company or a Subsidiary acquired the
    property, including any acquisition by means of a merger or consolidation
    with or into the Company or any Subsidiary; provided, however, that such
    Liens are not Incurred in connection with, or in contemplation of, such
    acquisition; provided further, however, that such Liens may not extend to
    any other property owned by the Company or any Subsidiary;

    (16) Liens securing Indebtedness or other obligations of a Restricted
    Subsidiary owing to the Company or a Wholly-Owned Restricted Subsidiary;

    (17) Liens securing the Securities and Subsidiary Guarantees;

    (18) Liens securing Indebtedness of Foreign Subsidiaries in an aggregate
    principal amount at any one time outstanding not to exceed the amounts
    permitted by Section 4.3 hereof;

    (19) Liens securing Refinancing Indebtedness Incurred to refinance
    Indebtedness that was previously so secured, provided that any such Lien is
    limited to all or part of the same property or assets (plus improvements,
    accessions, proceeds or dividends or distributions in respect thereof) that
    secured (or, under the written arrangements under which the original Lien
    arose, could secure) the Indebtedness being refinanced or is in respect of
    property that is the security for a Permitted Lien hereunder;

    (20) Liens on assets of Unrestricted Subsidiaries that secure Non-Recourse
    Debt of Unrestricted Subsidiaries; and

    (21) Liens not otherwise permitted by clauses (1) through (20) above
    encumbering assets having a book value not in excess of 5% of Domestic
    Consolidated Net Tangible Assets, as determined based on the consolidated
    balance sheet of the Company as of the end of the most recent fiscal quarter
    for which financial statements are available to Holders ending prior to the
    date the Lien shall be Incurred.

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

                  "Preferred Stock", as applied to the Capital Stock of any
corporation, means Capital Stock of any class or classes (however designated)
which is preferred as to the payment of dividends, or as to the distribution of
assets upon any voluntary or involuntary liquidation or



                                       20
<PAGE>

dissolution of such corporation, over shares of Capital Stock of any other class
of such corporation.

                  "Principal" of a Security means the principal of the Security
plus the premium, if any, payable on the security which is due or overdue or is
to become due at the relevant time.

                  "Private Placement Legend" means the legend set forth in
Section 2.6(g)(i) to be placed on all Securities issued under this Indenture
except where otherwise permitted by the provisions of this Indenture.

                  "QIB" means any "qualified institutional buyer" (as defined
under the Securities Act).

                  "Refinancing Indebtedness" means Indebtedness that is Incurred
to refund, refinance, replace, exchange, renew, repay or extend (including
pursuant to any defeasance or discharge mechanism) (collectively, "refinance,"
"refinances," and "refinanced" shall have a correlative meaning) any
Indebtedness existing on the date of this Indenture or Incurred in compliance
with this Indenture (including Indebtedness of the Company that refinances
Indebtedness of any Restricted Subsidiary and Indebtedness of any Restricted
Subsidiary that refinances Indebtedness of another Restricted Subsidiary)
including Indebtedness that refinances Refinancing Indebtedness, provided,
however, that:

    (1) (a) if the Stated Maturity of the Indebtedness being refinanced is
    earlier than the Stated Maturity of the Securities, the Refinancing
    Indebtedness has a Stated Maturity no earlier than the Stated Maturity of
    the Indebtedness being refinanced or (b) if the Stated Maturity of the
    Indebtedness being refinanced is later than the Stated Maturity of the
    Securities, the Refinancing Indebtedness has a Stated Maturity at least 91
    days later than the Stated Maturity of the Securities;

    (2) the Refinancing Indebtedness has an Average Life at the time such
    Refinancing Indebtedness is Incurred that is equal to or greater than the
    Average Life of the Indebtedness being refinanced;

    (3) such Refinancing Indebtedness is Incurred in an aggregate principal
    amount (or if issued with original issue discount, an aggregate issue price)
    that is equal to or less than the sum of (x) the aggregate principal amount
    (or if issued with original issue discount, the aggregate accreted value)
    then outstanding of Indebtedness being refinanced plus (y) without
    duplication, any additional Indebtedness Incurred to pay interest or
    premiums required by the instruments governing such existing Indebtedness
    and fees, underwriting discounts, commissions and other expenses Incurred in
    connection with the issuance of the Refinancing Indebtedness and the
    repayment of the Indebtedness being refinanced); and

    (4) if the Indebtedness being refinanced is subordinated in right of payment
    to the Securities or a Subsidiary Guarantee, such Refinancing Indebtedness
    is subordinated in right of payment to the Securities or a Subsidiary
    Guarantee on terms at least as favorable to the holders of Securities as
    those contained in the documentation governing the Indebtedness being
    extended, refinanced, renewed, replaced, defeased or refunded.



                                       21
<PAGE>

                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated as of February 28, 2003, between the Company, DPC Investment
Corp., Doane/Windy Hill Joint Venture L.L.C. and the Initial Purchasers, or any
similar registration rights agreement with respect to Additional Securities.

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

                  "Regulation S Global Security" means a Regulation S Temporary
Global Security or Regulation S Permanent Global Security, as appropriate.

                  "Regulation S Permanent Global Security" means a permanent
Global Security substantially in the form of Exhibit A hereto bearing the Global
Security Legend and the Private Placement Legend and deposited with or on behalf
of and registered in the name of the Depositary or its nominee, issued in a
denomination equal to the outstanding principal amount of the Regulation S
Temporary Global Security upon expiration of the Restricted Period.

                  "Regulation S Temporary Global Security" means a temporary
Global Security substantially in the form of Exhibit A hereto bearing the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Securities initially sold in reliance on
Rule 903 of Regulation S.

                  "Related Business" means the pet food business, distribution
activities on behalf of pet food business customers and such other business
activities which are incidental or related thereto.

                  "Restricted Definitive Note" means a Definitive Security
bearing the Private Placement Legend.

                  "Restricted Global Security" means a Global Security bearing
the Private Placement Legend.

                  "Restricted Period" means the 40-day restricted period as
defined in Regulation S.

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

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

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

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated the Securities Act.

                  "Sale/Leaseback Transaction" means an arrangement relating to
property now owned or hereafter acquired whereby the Company or a Restricted
Subsidiary transfers that property to a Person and the Company or a Subsidiary
leases it from that Person.



                                       22
<PAGE>

                  "SEC" means the Securities and Exchange Commission.

                  "Secured Indebtedness" means any Indebtedness of the Company
and/or any Subsidiary secured by a Lien.

                  "Securities" means securities issued under this Indenture. The
Initial Securities, Exchange Securities and the Additional Securities shall be
treated as a single class for all purposes under this Indenture, and unless the
context otherwise requires, all references to the Securities shall include the
Initial Securities, Exchange Securities and any Additional Securities.

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

                  "Securities Custodian" means the custodian with respect to the
Global Security (as appointed by the Depositary), or any successor Person
thereto and shall initially be the Trustee.

                  "Senior Credit Agreement" means, with respect to the Company,
one or more debt facilities (including, without limitation, the Amended and
Restated Credit Agreement dated as of May 8, 2000, as amended as of March 21,
2001 and March 22, 2002 and as further amended as of February 10, 2003 and
February 26, 2003, entered into among Holdings, the Company, as borrower,
JPMorgan Chase Bank, as administrative agent, DLJ Capital Funding, Inc., as
syndication agent, and Firstar Bank, N.A., as documentation agent, and the
lenders parties thereto from time to time) together with the related documents
thereto (including, without limitation, any Guarantee agreements and security
documents), in each case as such agreement may be amended (including any
amendment and restatement thereof), supplemented or otherwise modified from time
to time, including any agreements extending the maturity of, refinancing,
replacing (whether or not contemporaneously) or otherwise restructuring
(including increasing the amount of available borrowings thereunder (provided
that such increase in borrowings is permitted by Section 4.3 hereof) or adding
Subsidiaries of the Company as additional borrowers, collateral or guarantors
thereunder) all or any portion of the Indebtedness under such agreement or any
successor or replacement agreements and whether by the same or any other agent,
lender or group of lenders or investors and whether such refinancing or
replacement is under one or more debt facilities or commercial paper facilities,
indentures or other agreements, in each case with banks or other institutional
lenders or trustees or investors providing for revolving credit loans, term
loans, notes or letters or credit, together with related documents thereto
(including, without limitation, any Guarantee agreements and security
documents).

                  "Significant Subsidiary" means any Subsidiary that would be a
"Significant Subsidiary" as defined in Article 1 Rule 1-02 of Regulation S-X
promulgated pursuant to the Securities Act as such regulation is in effect on
the date of this Indenture.

                  "Stated Maturity" means, with respect to any Indebtedness or
Preferred Stock, the date specified in such security as the fixed date on which
the payment of principal of such Indebtedness or Preferred Stock is due and
payable, including pursuant to any mandatory redemption provision.



                                       23
<PAGE>

                  "Subordinated Obligation" means any Indebtedness (other than
Disqualified Stock) of the Company (whether outstanding on the Issue Date or
thereafter Incurred) which is subordinate or junior in right of payment to the
Securities pursuant to a written agreement.

                  "Subsidiary" of any Person means any corporation, association,
partnership or other business entity of which more than 50% of the total voting
power of shares of Capital Stock or other interests (including partnership
interests) entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, managers or trustees thereof is at the time
owned or controlled, directly or indirectly, by (1) such Person, (2) such Person
and one or more Subsidiaries of such Person or (3) one or more Subsidiaries of
such Person. Unless otherwise specified herein, each reference to a Subsidiary
will refer to a Subsidiary of the Company.

                  "Subsidiary Guarantee" means, individually, any Guarantee of
payment of the Securities by a Subsidiary Guarantor pursuant to the terms of
this Indenture and any supplemental indenture thereto, and, collectively, all
such Guarantees.

                  "Subsidiary Guarantor" means DPC Investment Corp., Doane/Windy
Hill Joint Venture L.L.C. and any Subsidiary that is required to guarantee the
Securities pursuant to Section 4.10.

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

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

                  "Transfer Restricted Securities" means Securities that bear or
are required to bear the legend set forth in Section 2.6(d) hereof.

                  "Treasury Rate" means the yield to maturity at the time of
computation of United States Treasury securities with a constant maturity, as
compiled and published in the most recent Federal Reserve Statistical Release
H.15 (519) that has become publicly available at least two business days prior
to the redemption date, or, if such statistical release is no longer published,
any publicly available source or similar market data, most nearly equal to the
period from the redemption date to March 1, 2007; provided, however, that if the
period from the redemption date to March 1, 2007 is less than one year, the
weekly average yield on actually traded United States Treasury securities
adjusted to a constant maturity of one year shall be used.

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

                  "Trust Officer" means the Chairman of the Board, the President
or any other officer or assistant officer of the Trustee assigned by the Trustee
to administer its corporate trust matters.


                                       24
<PAGE>


                  "Uniform Commercial Code" means the New York Uniform
Commercial Code as in effect from time to time.

                  "Unrestricted Definitive Note" means one or more Definitive
Securities that do not bear and are not required to bear the Private Placement
Legend.

                  "Unrestricted Global Security" means a permanent Global
Security substantially in the form of Exhibit A attached hereto that bears the
Global Security Legend and that has the "Schedule of Exchanges of Interests in
the Global Security" attached thereto, and that is deposited with or on behalf
of and registered in the name of the Depositary, representing a series of
Securities that do not bear the Private Placement Legend.

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

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

    (2) is not party to any agreement, contract, arrangement or understanding
    with the Company or any Restricted Subsidiary of the Company unless the
    terms of any such agreement, contract, arrangement or understanding are no
    less favorable to the Company or such Restricted Subsidiary than those that
    might be obtained at the time from Persons who are not Affiliates of the
    Company;

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

    (4) has not guaranteed or otherwise directly or indirectly provided credit
    support for any Indebtedness of the Company or any of its Restricted
    Subsidiaries.

                  Any designation of a Subsidiary of the Company as an
Unrestricted Subsidiary will be evidenced to the trustee by filing with the
trustee a certified copy of the Board Resolution giving effect to such
designation and an officers' certificate certifying that such designation
complied with the preceding conditions and was permitted by Section 4.4 hereof.
If, at any time, any Unrestricted Subsidiary would fail to meet the preceding
requirements as an Unrestricted Subsidiary, it will thereafter cease to be an
Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness of
such Subsidiary will be deemed to be Incurred by a Restricted Subsidiary of the
Company as of such date and, if such Indebtedness is not permitted to be
Incurred as of such date by Section 4.3 hereof, the Company will be in Default.
The Board of Directors of the Company may at any time designate any Unrestricted
Subsidiary to be a Restricted Subsidiary; provided that such designation will be
deemed to be an Incurrence of Indebtedness by a Restricted Subsidiary of the
Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such
designation will only be permitted if (1) such Indebtedness is permitted under
Section 4.3 hereof, calculated on a pro forma basis as if such designation had
occurred at the beginning of the four-quarter reference period; and (2) no



                                       25
<PAGE>

Default or Event of Default would be in existence following such designation.
Notwithstanding the restrictions set forth above in this definition, Doane
International Pet Products LLC, a Delaware limited liability company (or any
successor thereto), shall, to the extent a Subsidiary, be deemed an Unrestricted
Subsidiary so long as it (or its successor) is not a Wholly-Owned Subsidiary, at
which time it shall be an Unrestricted Subsidiary only as provided above.

                  "U.S. Government Obligations" means direct obligations, or
certificates representing an ownership interest in obligations, of the United
States of America, including any agency or instrumentality thereof, for the
payment of which the full faith and credit of the United States of America is
pledged and that are not callable or redeemable at the issuer's option.

                  "Voting Stock" of a Person means all classes of Capital Stock
of such Person then outstanding and normally entitled to vote in the election of
directors.

                  "Wholly-Owned Restricted Subsidiary" means a Restricted
Subsidiary of the Company, all of the Capital Stock of which (other than
directors' qualifying shares) is owned by the Company or another Wholly-Owned
Restricted Subsidiary.


                  Section 1.2 Other Definitions.



<TABLE>
<CAPTION>
                                                          DEFINED IN
TERM                                                        SECTION
----                                                        -------
<S>                                                       <C>
"Affiliate Transaction"                                     4.7
"Authenticating Agent"                                      2.2
"Bankruptcy Law"                                            6.1
"covenant defeasance option"                                8.1(b)
"Custodian"                                                 6.1
"Exchange Securities"                                      Preamble
"Event of Default"                                          6.1
"Excess Proceeds"                                           4.6(b)
"Initial Securities"                                       Preamble
"legal defeasance option"                                   8.1(b)
"Legal Holiday"                                            11.8
"Obligations"                                              10.1
"Offer"                                                     4.6(e)
"Offer Amount"                                              4.6(f)
"Offer Period"                                              4.6(f)
"Paying Agent"                                              2.3
"Purchase Date"                                             4.6(f)
"Registrar"                                                 2.3
"Restricted Payment"                                        4.4(a)
"Successor Company"                                         5.1
</TABLE>

                  Section 1.3 Incorporation by Reference of Trust Indenture Act.
This Indenture is subject to the mandatory provisions of the TIA which are
incorporated by reference in and made a part of this Indenture. The following
TIA terms have the following meanings:



                                       26
<PAGE>

                  "Commission" means the SEC.

                  "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.

                  "obligor" on the indenture securities means the Company and
any other obligor on the indenture securities.

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

                  Section 1.4 Rules of Construction. Unless the context
otherwise requires:

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

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

                  (3) "or" is not exclusive;

                  (4) "including" means including without limitation;

                  (5) words in the singular include the plural and words in the
plural include the singular;

                  (6) unsecured Indebtedness shall not be deemed to be
subordinate or junior to Secured Indebtedness merely by virtue of its nature as
unsecured Indebtedness;

                  (7) the principal amount of any noninterest bearing or other
discount security at any date shall be the principal amount thereof that would
be shown on a balance sheet of the issuer dated such date prepared in accordance
with GAAP; and

                  (8) the principal amount of any Preferred Stock shall be (A)
the maximum liquidation value of such Preferred Stock or (B) the maximum
mandatory redemption or mandatory repurchase price with respect to such
Preferred Stock, whichever is greater.

                                  ARTICLE II.

                                 THE SECURITIES

                  Section 2.1 Form and Dating.



                                       27
<PAGE>

                  (a) General. The Securities and the Trustee's certificate of
authentication shall be substantially in the form of Exhibit A hereto. The
Securities may have notations, legends or endorsements required by law, stock
exchange rule or usage. Each Security shall be dated the date of its
authentication. The Securities shall be in denominations of $1,000 and integral
multiples thereof.

                  The terms and provisions contained in the Securities shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Security conflicts with the express
provisions of this Indenture, the provisions of this Indenture shall govern and
be controlling.

                  (b) Global Securities. Securities issued in global form shall
be substantially in the form of Exhibit A attached hereto (including the Global
Security Legend thereon and the "Schedule of Exchanges of Interests in the
Global Security" attached thereto). Securities issued in definitive form shall
be substantially in the form of Exhibit A attached hereto (but without the
Global Security Legend thereon and without the "Schedule of Exchanges of
Interests in the Global Security" attached thereto). Each Global Security shall
represent such of the outstanding Securities as shall be specified therein and
each shall provide that it shall represent the aggregate principal amount of
outstanding Securities from time to time endorsed thereon and that the aggregate
principal amount of outstanding Securities represented thereby may from time to
time be reduced or increased, as appropriate, to reflect exchanges and
redemptions. Any endorsement of a Global Security to reflect the amount of any
increase or decrease in the aggregate principal amount of outstanding Securities
represented thereby shall be made by the Trustee or the Custodian, at the
direction of the Security Trustee, in accordance with instructions given by the
Holder thereof as required by Section 2.6 hereof.

                  (c) Temporary Global Securities. Securities offered and sold
in reliance on Regulation S shall be issued initially in the form of the
Regulation S Temporary Global Security, which shall be deposited on behalf of
the purchasers of the Securities represented thereby with the Trustee, at its
New York office, as custodian for the Depositary, and registered in the name of
the Depositary or the nominee of the Depositary for the accounts of designated
agents holding on behalf of Euroclear or Clearstream, duly executed by the
Company and authenticated by the Trustee as hereinafter provided. The Restricted
Period shall be terminated upon the receipt by the Trustee of (i) a written
certificate from the Depositary, together with copies of certificates from
Euroclear and Clearstream certifying that they have received certification of
non-United States beneficial ownership of 100% of the aggregate principal amount
of the Regulation S Temporary Global Security (except to the extent of any
beneficial owners thereof who acquired an interest therein during the Restricted
Period pursuant to another exemption from registration under the Securities Act
and who will take delivery of a beneficial ownership interest in a 144A Global
Security or an IAI Global Security bearing a Private Placement Legend, all as
contemplated by Section 2.6(b) hereof), and (ii) an Officers' Certificate from
the Company. Following the termination of the Restricted Period, beneficial
interests in the Regulation S Temporary Global Security shall be exchanged for
beneficial interests in Regulation S Permanent Global Securities pursuant to the
Applicable Procedures. Simultaneously with the authentication of Regulation S
Permanent Global Securities, the Trustee shall cancel the



                                       28
<PAGE>


Regulation S Temporary Global Security. The aggregate principal amount of the
Regulation S Temporary Global Security and the Regulation S Permanent Global
Securities may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee, as the case may
be, in connection with transfers of interest as hereinafter provided.

                  (d) Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream Bank" and "Customer Handbook" of Clearstream shall be applicable to
transfers of beneficial interests in the Regulation S Temporary Global Security
and the Regulation S Permanent Global Securities that are held by Participants
through Euroclear or Clearstream.

                  Section 2.2 Execution and Authentication. One Officer shall
sign the Securities for the Company by manual or facsimile signature.

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

                  A Security shall not be valid until an authorized signatory of
the Trustee manually authenticates the Security. The signature of the Trustee on
a Security shall be conclusive evidence that such Security has been duly and
validly authenticated and issued under this Indenture.

                  The Trustee shall authenticate and deliver: (i) Initial
Securities for original issue in an aggregate principal amount of $213.0 million
(ii) if and when issued, the Additional Securities (which may be in the form of
Initial Securities or in the form of Exchange Securities) and (iii) Exchange
Securities for issue only in a registered exchange offer pursuant to the
Registration Rights Agreement, and only in exchange for Initial Securities or
Additional Securities of an equal principal amount, in each case upon a written
order of the Company signed by one Officer of the Company. Such order shall
specify the amount of the Securities to be authenticated and the date on which
the original issue of Securities is to be authenticated and whether the
Securities are to be Initial Securities, Additional Securities or Exchange
Securities. The Company may issue Additional Securities under this Indenture
subsequent to the Issue Date in an unlimited principal amount, provided that
such issuance does not violate any provision of this Indenture.

                  The Trustee may appoint an agent (the "Authenticating Agent")
reasonably acceptable to the Company to authenticate the Securities. Unless
limited by the terms of such appointment, any such 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
agent.

                  Section 2.3 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 Registrar
shall keep a register of the Securities and of their transfer and



                                       29
<PAGE>

exchange. The Company may have one or more co-registrars and one or more
additional paying agents. The term "Paying Agent" includes any additional paying
agent.

                  The Company shall enter into an appropriate agency agreement
with any Registrar, Paying Agent or co-registrar not a party to this Indenture,
which shall incorporate the terms of the TIA. The agreement shall implement the
provisions of this Indenture that relate to such agent. The Company shall notify
the Trustee of the name and address of each such agent. If the Company fails to
maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be
entitled to appropriate compensation therefor pursuant to Section 7.7. The
Company or any of its domestically incorporated Wholly-Owned Subsidiaries may
act as Paying Agent, Registrar, co-registrar or transfer agent. The Paying Agent
or the Registrar may resign as such upon 30 days' prior written notice to the
Company and the Trustee; upon resignation of any Paying Agent or Registrar, the
Company shall appoint a successor Paying Agent or Registrar, as the case may be,
no later than 30 days thereafter and shall provide notice to the Trustee of such
successor Paying Agent or Registrar.

                  The Company initially appoints the Trustee as Registrar and
Paying Agent for the Securities.

                  Section 2.4 Paying Agent To Hold Money in Trust. By at least
10:00 a.m. (New York City time) on the date on which any principal of or
interest on any Security is due and payable, the Company shall deposit with the
Paying Agent a sum sufficient to pay such principal, interest and premium (if
any) when 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 Holders or the Trustee all money held by such Paying Agent for the
payment of principal, interest and premium (if any) on the Securities and shall
notify the Trustee of any default by the Company in making any such payment. If
the Company or a Subsidiary acts as Paying Agent, it shall segregate the money
held by it as Paying Agent and hold it as a separate trust fund. The Company at
any time may require a Paying Agent (other than the Trustee) to pay all money
held by it to the Trustee and to account for any funds disbursed by such Paying
Agent. Upon complying with this Section 2.4, the Paying Agent (if other than the
Company or a Subsidiary) shall have no further liability for the money delivered
to the Trustee. Upon any bankruptcy, reorganization or similar proceeding with
respect to the Company, the Trustee shall serve as Paying Agent for the
Securities.

                  Section 2.5 Holder Lists. The Trustee shall preserve in as
current a form as is reasonably practicable the most recent list available to it
of the names and addresses of Holders. If the Trustee is not the Registrar, the
Company shall furnish to the Trustee, in writing at least seven Business Days
before each interest payment date and at such other times as the Trustee may
request in writing, a list in such form and as of such date as the Trustee may
reasonably require of the names and addresses of Holders.

                  Section 2.6 Transfer and Exchange.

                  (a) Transfer and Exchange of Global Securities. A Global
Security may not be transferred as a whole except by the Depositary to a nominee
of the Depositary, by a nominee of the Depositary to the Depositary or to
another nominee of the Depositary, or by the Depositary



                                       30
<PAGE>

or any such nominee to a successor Depositary or a nominee of such successor
Depositary. Owners of beneficial interests in Global Securities shall not be
entitled to receive Definitive Securities unless:

                  (1) the Company delivers to the Trustee notice from the
         Depositary that it is unwilling or unable to continue to act as
         Depositary or that it is no longer a clearing agency registered under
         the Exchange Act and, in either case, a successor Depositary is not
         appointed by the Company within 120 days after the date of such notice
         from the Depositary;

                  (2) the Company in its sole discretion determines that the
         Global Securities (in whole but not in part) should be exchanged for
         Definitive Securities and delivers a written notice to such effect to
         the Trustee; provided that in no event shall the Regulation S Temporary
         Global Security be exchanged by the Company for Definitive Securities
         prior to (x) the expiration of the Restricted Period and (y) the
         receipt by the Registrar of any certificates required pursuant to Rule
         903(c)(3)(ii)(B) under the Securities Act;

                  (3) owners of beneficial interests in a Global Security are
         required to obtain Definitive Securities pursuant to any applicable law
         or regulation; or

                  (4) owners of beneficial interests in a Global Security
         request to receive Definitive Securities and the Company consents to
         such request, which consent shall not be unreasonably withheld or
         delayed.

                  Upon the occurrence of either of the preceding events in (1)
or (2) above, Definitive Securities shall be issued in such names as the
Depositary shall instruct the Trustee. Global Securities also may be exchanged
or replaced, in whole or in part, as provided in Sections 2.7 and 2.10 hereof.
Every Security authenticated and delivered in exchange for, or in lieu of, a
Global Security or any portion thereof, pursuant to this Section 2.6 or Section
2.7 or 2.9 hereof, shall be authenticated and delivered in the form of, and
shall be, a Global Security. A Global Security may not be exchanged for another
Security other than as provided in this Section 2.6(a), however, beneficial
interests in a Global Security may be transferred and exchanged as provided in
Sections 2.6(b), (c) or (f) hereof.


                  (b) Transfer and Exchange of Beneficial Interests in the
Global Securities. The transfer and exchange of beneficial interests in the
Global Securities shall be effected through the Depositary, in accordance with
the provisions of this Indenture and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities shall be subject to restrictions
on transfer comparable to those set forth herein to the extent required by the
Securities Act. Transfers of beneficial interests in the Global Securities also
shall require compliance with either subparagraph (1) or (2) below, as
applicable, as well as one or more of the other following subparagraphs, as
applicable:

                  (1) Transfer of Beneficial Interests in the Same Global
         Security. Beneficial interests in any Restricted Global Security may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Security in
         accordance with the transfer restrictions set forth in the Private
         Placement Legend;

                                       31
<PAGE>

         provided, however, that prior to the expiration of the Restricted
         Period, transfers of beneficial interests in the Temporary Regulation S
         Global Security may not be made to a U.S. Person or for the account or
         benefit of a U.S. Person (other than an Initial Purchaser). Beneficial
         interests in any Unrestricted Global Security may be transferred to
         Persons who take delivery thereof in the form of a beneficial interest
         in an Unrestricted Global Security. No written orders or instructions
         shall be required to be delivered to the Registrar to effect the
         transfers described in this Section 2.6(b)(1).

                  (2) All Other Transfers and Exchanges of Beneficial Interests
         in Global Securities. In connection with all transfers and exchanges of
         beneficial interests that are not subject to Section 2.6(b)(1) above,
         the transferor of such beneficial interest must deliver to the
         Registrar either:

                  (A) (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to credit or cause to be credited a beneficial interest
in another Global Security in an amount equal to the beneficial interest to be
transferred or exchanged; and

                                    (ii) instructions given in accordance with
                  the Applicable Procedures containing information regarding the
                  Participant account to be credited with such increase; or


                  (B) (i) a written order from a Participant or an Indirect
Participant given to the Depositary in accordance with the Applicable Procedures
directing the Depositary to cause to be issued a Definitive Security in an
amount equal to the beneficial interest to be transferred or exchanged; and

                                    (ii) instructions given by the Depositary to
                   the Registrar containing information regarding the Person in
                   whose name such Definitive Security shall be registered to
                   effect the transfer or exchange referred to in (1) above;
                   provided that in no event shall Definitive Securities be
                   issued upon the transfer or exchange of beneficial interests
                   in the Regulation S Temporary Global Security prior to (x)
                   the expiration of the Restricted Period and (y) the receipt
                   by the Registrar of any certificates required pursuant to
                   Rule 903 under the Securities Act. Upon consummation of an
                   Exchange Offer by the Company in accordance with Section
                   2.6(f) hereof, the requirements of this Section 2.6(b)(2)
                   shall be deemed to have been satisfied upon receipt by the
                   Registrar of the instructions contained in the Letter of
                   Transmittal delivered by the Holder of such beneficial
                   interests in the Restricted Global Securities. Upon
                   satisfaction of all of the requirements for transfer or
                   exchange of beneficial interests in Global Securities
                   contained in this Indenture and the Securities or otherwise
                   applicable under the Securities Act, the Trustee shall adjust
                   the principal amount of the relevant Global Security(s)
                   pursuant to Section 2.6(h) hereof.

                  (3) Transfer of Beneficial Interests to Another Restricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be transferred to a Person who takes delivery thereof in
         the form of a beneficial interest in another Restricted Global



                                       32
<PAGE>

         Security if the transfer complies with the requirements of Section
         2.6(b)(2) above and the Registrar receives the following:

                  (A) (if the transferee will take delivery in the form of a
beneficial interest in the 144A Global Security, then the transferor must
deliver a certificate in the form of Exhibit B hereto, including the
certifications in item (1) thereof;

                  (B) if the transferee will take delivery in the form of a
beneficial interest in the Regulation S Temporary Global Security or the
Regulation S Global Security, then the transferor must deliver a certificate in
the form of Exhibit B hereto, including the certifications in item (2) thereof;
and

                  (C) if the transferee will take delivery in the form of a
beneficial interest in the IAI Global Security, then the transferor must deliver
a certificate in the form of Exhibit C hereto, including the certifications and
certificates and Opinion of Counsel required by item (3) thereof, if applicable.

                  (4) Transfer and Exchange of Beneficial Interests in a
         Restricted Global Security for Beneficial Interests in the Unrestricted
         Global Security. A beneficial interest in any Restricted Global
         Security may be exchanged by any holder thereof for a beneficial
         interest in an Unrestricted Global Security or transferred to a Person
         who takes delivery thereof in the form of a beneficial interest in an
         Unrestricted Global Security if the exchange or transfer complies with
         the requirements of Section 2.6(b)(2) above and:


                  (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of the beneficial interest to be transferred, in the case of an exchange,
or the transferee, in the case of a transfer, certifies in the applicable Letter
of Transmittal or via the Depositary's book-entry system that it is not (i) a
broker-dealer, (ii) a Person participating in the distribution of the Exchange
Securities or (iii) a Person who is an affiliate (as defined in Rule 144) of the
Company;

                  (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;

                  (C) such transfer is effected by an Exchanging-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or

                  (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                  interest in a Restricted Global Security proposes to exchange
                  such beneficial interest for a beneficial interest in an
                  Unrestricted Global Security, a certificate from such holder
                  in the form of Exhibit C hereto, including the certifications
                  in item (1)(a) thereof; or

                                    (ii) if the holder of such beneficial
                  interest in a Restricted Global Security proposes to transfer
                  such beneficial interest to a Person




                                       33
<PAGE>

                  who shall take delivery thereof in the form of a beneficial
                  interest in an Unrestricted Global Security, a certificate
                  from such holder in the form of Exhibit B hereto, including
                  the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and state "blue sky"
                  laws and that the restrictions on transfer contained herein
                  and in the Private Placement Legend are no longer required in
                  order to maintain compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Security has not yet been
issued, the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.2 hereof, the Trustee shall authenticate one or more
Unrestricted Global Securities in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Security cannot
be exchanged for, or transferred to Persons who take delivery thereof in the
form of, a beneficial interest in a Restricted Global Security.

                  (c) Transfer or Exchange of Beneficial Interests for
Definitive Securities.

                  (1) Beneficial Interests in Restricted Global Securities to
         Restricted Definitive Securities. If any holder of a beneficial
         interest in a Restricted Global Security proposes to exchange such
         beneficial interest for a Restricted Definitive Security or to transfer
         such beneficial interest to a Person who takes delivery thereof in the
         form of a Restricted Definitive Security, then, upon receipt by the
         Registrar of the following documentation:


                  (A) if the holder of such beneficial interest in a Restricted
Global Security proposes to exchange such beneficial interest for a Restricted
Definitive Security, a certificate from such holder in the form of Exhibit C
hereto, including the certifications in item (2)(a) thereof;

                  (B) if such beneficial interest is being transferred to a QIB
in accordance with Rule 144A under the Securities Act, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item (1)
thereof;

                  (C) if such beneficial interest is being transferred to a
Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule
904 under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (2) thereof;

                  (D) if such beneficial interest is being transferred pursuant
to an exemption from the registration requirements of the Securities Act in
accordance with Rule



                                       34
<PAGE>

144 under the Securities Act, a certificate to the effect set forth in Exhibit B
hereto, including the certifications in item (3)(a) thereof;

                  (E) if such beneficial interest is being transferred to an
Institutional Accredited Investor in reliance on an exemption from the
registration requirements of the Securities Act other than those listed in
subparagraphs (B) through (D) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable;

                  (F) if such beneficial interest is being transferred to the
Company or any of its Subsidiaries, a certificate to the effect set forth in
Exhibit B hereto, including the certifications in item (3)(b) thereof; or

                  (G) if such beneficial interest is being transferred pursuant
to an effective registration statement under the Securities Act, a certificate
to the effect set forth in Exhibit B hereto, including the certifications in
item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Security to be reduced accordingly pursuant to Section 2.6(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Security in the appropriate
principal amount. Any Definitive Security issued in exchange for a beneficial
interest in a Restricted Global Security pursuant to this Section 2.6(c) shall
be registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Definitive Securities to
the Persons in whose names such Securities are so registered. Any Definitive
Security issued in exchange for a beneficial interest in a Restricted Global
Security pursuant to this Section 2.6(c)(1) shall bear the Private Placement
Legend and shall be subject to all restrictions on transfer contained therein.
Notwithstanding Sections 2.6(c)(1)(A) and (C) hereof, a beneficial interest in
the Regulation S Temporary Global Security may not be exchanged for a Definitive
Security or transferred to a Person who takes delivery thereof in the form of a
Definitive Security prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer
pursuant to an exemption from the registration requirements of the Securities
Act other than Rule 903 or Rule 904.

                  (2) Beneficial Interests in Restricted Global Securities to
         Unrestricted Definitive Securities. A holder of a beneficial interest
         in a Restricted Global Security may exchange such beneficial interest
         for an Unrestricted Definitive Security or may transfer such beneficial
         interest to a Person who takes delivery thereof in the form of an
         Unrestricted Definitive Security only if:

                  (A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights Agreement and the
holder of such beneficial interest, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the applicable Letter of
Transmittal that it is not (i) a broker-dealer, (ii) a Person participating



                                       35
<PAGE>

in the distribution of the Exchange Securities or (iii) a Person who is an
affiliate (as defined in Rule 144) of the Company;

                  (B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights Agreement;

                  (C) such transfer is effected by an Exchanging-Dealer pursuant
to the Exchange Offer Registration Statement in accordance with the Registration
Rights Agreement; or

                  (D) the Registrar receives the following:

                                    (i) if the holder of such beneficial
                  interest in a Restricted Global Security proposes to exchange
                  such beneficial interest for a Definitive Security that does
                  not bear the Private Placement Legend, a certificate from such
                  holder in the form of Exhibit C hereto, including the
                  certifications in item (1)(b) thereof; or

                  (ii) if the holder of such beneficial interest in a Restricted
Global Security proposes to transfer such beneficial interest to a Person who
shall take delivery thereof in the form of a Definitive Security that does not
bear the Private Placement Legend, a certificate from such holder in the form of
Exhibit B hereto, including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and state "blue sky"
                  laws and that the restrictions on transfer contained herein
                  and in the Private Placement Legend are no longer required in
                  order to maintain compliance with the Securities Act.

                  (3) Beneficial Interests in Unrestricted Global Securities to
Unrestricted Definitive Securities. If any holder of a beneficial interest in an
Unrestricted Global Security proposes to exchange such beneficial interest for a
Definitive Security or to transfer such beneficial interest to a Person who
takes delivery thereof in the form of a Definitive Security, then, upon
satisfaction of the conditions set forth in Section 2.6(b)(3) hereof, the
Trustee shall cause the aggregate principal amount of the applicable Global
Security to be reduced accordingly pursuant to Section 2.6(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Definitive Security in the appropriate
principal amount. Any Definitive Security issued in exchange for a beneficial
interest pursuant to this Section 2.6(c)(3) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Securities to the Persons in whose names such Securities
are so registered. Any Definitive Security issued in exchange for a beneficial
interest pursuant to this Section 2.6(c)(iii) shall not bear the Private
Placement Legend.



                                       36
<PAGE>

                  (d) Transfer and Exchange of Definitive Securities for
Beneficial Interests.

                  (1) Restricted Definitive Securities to Beneficial Interests
         in Restricted Global Securities. If any Holder of a Restricted
         Definitive Security proposes to exchange such Security for a beneficial
         interest in a Restricted Global Security or to transfer such Restricted
         Definitive Securities to a Person who takes delivery thereof in the
         form of a beneficial interest in a Restricted Global Security, then,
         upon receipt by the Registrar of the following documentation:

                  (A) if the Holder of such Restricted Definitive Security
proposes to exchange such Security for a beneficial interest in a Restricted
Global Security, a certificate from such Holder in the form of Exhibit C hereto,
including the certifications in item (2)(b) thereof;

                  (B) if such Restricted Definitive Security is being
transferred to a QIB in accordance with Rule 144A under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (1) thereof;

                  (C) if such Restricted Definitive Security is being
transferred to a Non-U.S. Person in an offshore transaction in accordance with
Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set
forth in Exhibit B hereto, including the certifications in item (2) thereof;

                  (D) if such Restricted Definitive Security is being
transferred pursuant to an exemption from the registration requirements of the
Securities Act in accordance with Rule 144 under the Securities Act, a
certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(a) thereof;

                  (E) if such Restricted Definitive Security is being
transferred to an Institutional Accredited Investor in reliance on an exemption
from the registration requirements of the Securities Act other than those listed
in subparagraphs (B) through (D) above, a certificate to the effect set forth in
Exhibit B hereto, including the certifications, certificates and Opinion of
Counsel required by item (3) thereof, if applicable;

                  (F) if such Restricted Definitive Security is being
transferred to the Company or any of its Subsidiaries, a certificate to the
effect set forth in Exhibit B hereto, including the certifications in item
(3)(b) thereof; or

                  (G) if such Restricted Definitive Security is being
transferred pursuant to an effective registration statement under the Securities
Act, a certificate to the effect set forth in Exhibit B hereto, including the
certifications in item (3)(c) thereof,

          the Trustee shall cancel the Restricted Definitive Security, increase
          or cause to be increased the aggregate principal amount of, in the
          case of clause (A) above, the appropriate Restricted Global Security,
          in the case of clause (B) above, the 144A Global Security, in the case
          of clause (c) above, the Regulation S Global Security, and in all
          other cases, the IAI Global Security.



                                       37
<PAGE>

                  (2) Restricted Definitive Securities to Beneficial Interests
         in Unrestricted Global Securities. A Holder of a Restricted Definitive
         Security may exchange such Security for a beneficial interest in an
         Unrestricted Global Security or transfer such Restricted Definitive
         Security to a Person who takes delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Security only if:

                                    (A) such exchange or transfer is effected
pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is
not (1) a broker-dealer, (2) a Person participating in the distribution of the
Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144)
of the Company;

                                    (B) such transfer is effected pursuant to
the Shelf Registration Statement in accordance with the Registration Rights
Agreement;

                                    (C) such transfer is effected by an
Exchanging-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

                                    (D) the Registrar receives the following:

                           (i) if the Holder of such Definitive Securities
proposes to exchange such Securities for a beneficial interest in the
Unrestricted Global Security, a certificate from such Holder in the form of
Exhibit C hereto, including the certifications in item (1)(c) thereof; or

                           (ii) if the Holder of such Definitive Securities
proposes to transfer such Securities to a Person who shall take delivery thereof
in the form of a beneficial interest in the Unrestricted Global Security, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and state "blue sky"
                  laws and that the restrictions on transfer contained herein
                  and in the Private Placement Legend are no longer required in
                  order to maintain compliance with the Securities Act.

                  Upon satisfaction of the conditions of any of the
         subparagraphs in this Section 2.6(d)(2), the Trustee shall cancel the
         Definitive Securities and increase or cause to be increased the
         aggregate principal amount of the Unrestricted Global Security.

                  (3) Unrestricted Definitive Securities to Beneficial Interests
         in Unrestricted Global Securities. A Holder of an Unrestricted
         Definitive Security may exchange such Security for a beneficial
         interest in an Unrestricted Global Security or transfer such Definitive
         Securities to a Person who takes delivery thereof in the form of a
         beneficial interest in an Unrestricted Global Security at any time.
         Upon receipt of a request for such an exchange or transfer, the Trustee
         shall cancel the applicable Unrestricted Definitive



                                       38
<PAGE>

         Security and increase or cause to be increased the aggregate principal
         amount of one of the Unrestricted Global Securities.

                  If any such exchange or transfer from a Definitive Security to
         a beneficial interest is effected pursuant to subparagraphs (2)(B),
         (2)(D) or (3) above at a time when an Unrestricted Global Security has
         not yet been issued, the Company shall issue and, upon receipt of an
         Authentication Order in accordance with Section 2.2 hereof, the Trustee
         shall authenticate one or more Unrestricted Global Securities in an
         aggregate principal amount equal to the principal amount of Definitive
         Securities so transferred.

         (e) Transfer and Exchange of Definitive Securities for Definitive
Securities. Upon request by a Holder of Definitive Securities and such Holder's
compliance with the provisions of this Section 2.6(e), the Registrar shall
register the transfer or exchange of Definitive Securities. Prior to such
registration of transfer or exchange, the requesting Holder shall present or
surrender to the Registrar the Definitive Securities duly endorsed or
accompanied by a written instruction of transfer in form satisfactory to the
Registrar duly executed by such Holder or by his attorney, duly authorized in
writing. In addition, the requesting Holder shall provide any additional
certifications, documents and information, as applicable, required pursuant to
the following provisions of this Section 2.6(e).

                  (1) Restricted Definitive Securities to Restricted Definitive
         Securities. Any Restricted Definitive Security may be transferred to
         and registered in the name of Persons who take delivery thereof in the
         form of a Restricted Definitive Security if the Registrar receives the
         following:

                                    (A) if the transfer will be made pursuant to
Rule 144A under the Securities Act, then the transferor must deliver a
certificate in the form of Exhibit B hereto, including the certifications in
item (1) thereof;

                                    (B) if the transfer will be made pursuant to
Rule 903 or Rule 904, then the transferor must deliver a certificate in the form
of Exhibit B hereto, including the certifications in item (2) thereof; and

                                    (C) if the transfer will be made pursuant to
any other exemption from the registration requirements of the Securities Act,
then the transferor must deliver a certificate in the form of Exhibit B hereto,
including the certifications, certificates and Opinion of Counsel required by
item (3) thereof, if applicable.

                  (2) Restricted Definitive Securities to Unrestricted
         Definitive Securities. Any Restricted Definitive Security may be
         exchanged by the Holder thereof for an Unrestricted Definitive Security
         or transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Definitive Security if:

                                    (A) such exchange or transfer is effected
pursuant to the Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the transferee, in the
case of a transfer, certifies in the applicable Letter of Transmittal that it is
not (1) a broker-dealer, (2) a Person participating in the distribution of the
Exchange Securities or (3) a Person who is an affiliate (as defined in Rule 144)
of the Company;



                                       39
<PAGE>

                                    (B) any such transfer is effected pursuant
to the Shelf Registration Statement in accordance with the Registration Rights
Agreement;

                                    (C) any such transfer is effected by an
Exchanging-Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or

                                    (D) the Registrar receives the following:

                           (i) if the Holder of such Restricted Definitive
Securities proposes to exchange such Securities for an Unrestricted Definitive
Note, a certificate from such Holder in the form of Exhibit C hereto, including
the certifications in item (1)(d) thereof; or

                           (ii) if the Holder of such Restricted Definitive
Securities proposes to transfer such Securities to a Person who shall take
delivery thereof in the form of an Unrestricted Definitive Security, a
certificate from such Holder in the form of Exhibit B hereto, including the
certifications in item (4) thereof;

                                and, in each such case set forth in this
                                subparagraph (D), if the Registrar so
                                requests, an Opinion of Counsel in form
                                reasonably acceptable to the Company to the
                                effect that such exchange or transfer is in
                                compliance with the Securities Act and state
                                "blue sky" laws and that the restrictions on
                                transfer contained herein and in the Private
                                Placement Legend are no longer required in
                                order to maintain compliance with the
                                Securities Act.

                  (3) Unrestricted Definitive Securities to Unrestricted
         Definitive Securities. A Holder of Unrestricted Definitive Securities
         may transfer such Securities to a Person who takes delivery thereof in
         the form of an Unrestricted Definitive Security. Upon receipt of a
         request to register such a transfer, the Registrar shall register the
         Unrestricted Definitive Securities pursuant to the instructions from
         the Holder thereof.

                  (f) Exchange Offer. Upon the occurrence of the Exchange Offer
         in accordance with the Registration Rights Agreement, the Company shall
         issue and, upon receipt of an Authentication Order in accordance with
         Section 2.2, the Trustee shall authenticate:

                  (1) one or more Unrestricted Global Securities in an aggregate
         principal amount equal to the principal amount of the beneficial
         interests in the Restricted Global Securities tendered for acceptance
         by Persons that certify in the applicable Letters of Transmittal, among
         other things, that (A) they are not broker-dealers, (B) they are not
         participating in a distribution of the Exchange Securities and (C) they
         are not affiliates (as defined in Rule 144) of the Company, and
         accepted for exchange in the Exchange Offer; and

                  (2) Unrestricted Definitive Securities in an aggregate
         principal amount equal to the principal amount of the Restricted
         Definitive Securities accepted for exchange in the Exchange Offer.



                                       40
<PAGE>

                  Concurrently with the issuance of such Securities, the Trustee
shall cause the aggregate principal amount of the applicable Restricted Global
Securities to be reduced accordingly, and the Company shall execute and the
Trustee shall authenticate and deliver to the Persons designated by the Holders
of Definitive Securities so accepted Definitive Securities in the appropriate
principal amount.

                  (g) Legends. The following legends shall appear on the face of
all Global Securities and Definitive Securities issued under this Indenture
unless specifically stated otherwise in the applicable provisions of this
Indenture.

                  (1) Private Placement Legend.

                                    (A) Except as permitted by subparagraph (B)
below, each Global Security and each Definitive Security (and all Securities
issued in exchange therefor or substitution thereof) shall bear the legend in
substantially the following form:

                  "THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A
                  TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES
                  SECURITIES ACT OF 1933 (THE "SECURITIES ACT"), AND THIS
                  SECURITY MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE
                  TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN
                  APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
                  SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY
                  MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION
                  5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

                  THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE
                  COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED
                  OR OTHERWISE TRANSFERRED ONLY (I) IN THE UNITED STATES TO A
                  PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED
                  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
                  SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
                  RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
                  TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES
                  ACT, (III) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER
                  THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
                  AVAILABLE) OR (IV) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I)
                  THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
                  OF ANY STATE OF THE UNITED STATES, AND (B)




                                       41
<PAGE>

                  THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
                  NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE
                  RESTRICTIONS REFERRED TO IN (A) ABOVE."

                                    (B) Notwithstanding the foregoing, any
Global Security or Definitive Security issued pursuant to subparagraphs (b)(iv),
(c)(ii), (c)(iii), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
2.6 (and all Securities issued in exchange therefor or substitution thereof)
shall not bear the Private Placement Legend.

                  (2) Global Security Legend. Each Global Security shall bear a
         legend in substantially the following form:

                  "THIS GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN
                  THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY
                  FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.6 OF THE INDENTURE, (II) THIS
                  GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
                  PURSUANT TO SECTION 2.6(a) OF THE INDENTURE, (III) THIS GLOBAL
                  SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION
                  PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL
                  SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
                  PRIOR WRITTEN CONSENT OF THE COMPANY.

                  UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR
                  SECURITIES IN DEFINITIVE FORM, THIS SECURITY MAY NOT BE
                  TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE
                  OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE
                  DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
                  DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A
                  NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE
                  IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
                  TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC") 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 SUCH OTHER NAME AS MAY BE
                  REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
                  PAYMENT IS MADE TO CEDE & CO. OR SUCH




                                       42
<PAGE>

                  OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
                  REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE
                  HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
                  INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
                  INTEREST HEREIN."

                  (3) Regulation S Temporary Global Security Legend. The
         Regulation S Temporary Global Security shall bear a legend in
         substantially the following form:

                  "THE RIGHTS ATTACHING TO THIS REGULATION S TEMPORARY GLOBAL
                  SECURITY, AND THE CONDITIONS AND PROCEDURES GOVERNING ITS
                  EXCHANGE FOR CERTIFICATED SECURITIES, ARE AS SPECIFIED IN THE
                  INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE
                  BENEFICIAL OWNERS OF THIS REGULATION S TEMPORARY GLOBAL
                  SECURITY SHALL BE ENTITLED TO RECEIVE PAYMENT OF INTEREST
                  HEREON."

                  (h) Cancellation and/or Adjustment of Global Securities. At
such time as all beneficial interests in a particular Global Security have been
exchanged for Definitive Securities or a particular Global Security has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Security shall be returned to or retained and canceled by the Trustee in
accordance with Section 2.10 hereof. At any time prior to such cancellation, if
any beneficial interest in a Global Security is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in
another Global Security or for Definitive Securities, the principal amount of
Securities represented by such Global Security shall be reduced accordingly and
an endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such reduction; and if the
beneficial interest is being exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Security, such other Global Security shall be increased accordingly and an
endorsement shall be made on such Global Security by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                  (i) General Provisions Relating to Transfers and Exchanges.

                  (1) To permit registrations of transfers and exchanges, the
         Company shall execute and the Trustee shall authenticate Global
         Securities and Definitive Securities upon the Company's order or at the
         Registrar's request.

                  (2) No service charge shall be made to a holder of a
         beneficial interest in a Global Security or to a Holder of a Definitive
         Security for any registration of transfer or exchange, but the Company
         may require payment of a sum sufficient to cover any




                                       43
<PAGE>

         transfer tax or similar governmental charge payable in connection
         therewith (other than any such transfer taxes or similar governmental
         charge payable upon exchange or transfer pursuant to Sections 2.10,
         3.6, 3.9, 4.10, 4.15 and 9.5 hereof).

                  (3) The Registrar or co-registrar shall not be required to
         register the transfer of or exchange of (A) any Definitive Security
         selected for redemption in whole or in part pursuant to Article III,
         except the unredeemed portion of any Definitive Security being redeemed
         in part or (B) any Security for a period beginning (1) 15 Business Days
         before the mailing of a notice of an offer to repurchase or redeem
         Securities and ending at the close of business on the day of such
         mailing or (2) 15 Business Days before an interest payment date and
         ending on such interest payment date.

                  (4) All Global Securities and Definitive Securities issued
         upon any registration of transfer or exchange of Global Securities or
         Definitive Securities shall be the valid obligations of the Company,
         evidencing the same debt, and entitled to the same benefits under this
         Indenture, as the Global Securities or Definitive Securities
         surrendered upon such registration of transfer or exchange.

                  (5) Neither the Company nor the Trustee shall be required
         (A) to issue, to register the transfer of or to exchange any
         Securities during a period of 15 days before the day of any selection
         of Securities for redemption under Section 3.2 hereof and ending at
         the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Securities so selected for redemption
         in whole or in part, except the unredeemed portion of any Security
         being redeemed in part or (C) to register the transfer of or to
         exchange a Security between a record date and the next succeeding
         Interest Payment Date.

                  (6) 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, interest and premium
         (if any) 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.

                  (7) The Trustee shall authenticate Global Securities and
         Definitive Securities in accordance with the provisions of Section 2.2
         hereof.

                  (8) All certifications, certificates and Opinions of Counsel
         required to be submitted to the Registrar pursuant to this Section 2.6
         to effect a registration of transfer or exchange may be submitted by
         facsimile.

                  Section 2.7 Replacement Securities If any mutilated Security
is surrendered to the Trustee or the Company and the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Security, the
Company will issue and the Trustee, upon receipt of an Authentication Order,
will authenticate a replacement Security if the Trustee's requirements are met.
If required by the Trustee or the Company, an indemnity bond must be supplied by
the Holder that is sufficient in the judgment of the Trustee and the Company to
protect the



                                       44
<PAGE>

Company, the Trustee, any Agent and any authenticating agent from any loss that
any of them may suffer if a Security is replaced. The Company may charge for its
expenses in replacing a Security.

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

                  Section 2.8 Outstanding Securities The Securities outstanding
at any time are all the Securities authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Security effected by the Trustee in accordance with the
provisions hereof, and those described in this Section as not outstanding.
Except as set forth in Section 11.6 hereof, a Security does not cease to be
outstanding because the Company or an Affiliate of the Company holds the
Security.

                  If a Security is replaced pursuant to Section 2.7 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Security is held by a protected purchaser.

                  If the principal amount of any Security is considered paid
under Section 4.1 hereof, it ceases to be outstanding and interest on it ceases
to accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any thereof) holds, on a redemption date or maturity date, money
sufficient to pay Securities payable on that date, then on and after that date
such Securities will be deemed to be no longer outstanding and will cease to
accrue interest.

                  Section 2.9 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 variations that the Company
considers appropriate for temporary Securities. Without unreasonable delay, the
Company shall prepare and the Trustee shall authenticate Definitive Securities.
Holders of temporary Securities shall in all respects be entitled to the same
benefits under this Indenture as a holder of Definitive Securities.

                  Section 2.10 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 registration
of transfer, exchange or payment. The Trustee and no one else shall cancel and
destroy (subject to the record retention requirements of the Exchange Act) all
Securities surrendered for registration of transfer, exchange, payment or
cancellation and deliver a certificate of such destruction to the Company unless
the Company directs the Trustee to deliver canceled Securities to the Company.
The Company may not issue new Securities to replace Securities it has redeemed,
paid or delivered to the Trustee for cancellation.

                  Section 2.11 Defaulted Interest. If the Company defaults in a
payment of interest on the Securities, the Company shall pay defaulted interest
(as provided in Section 4.1) in any lawful manner. The Company may pay the
defaulted interest to the persons who are




                                       45
<PAGE>

Holders on a subsequent special record date. The Company shall fix or cause to
be fixed (or upon the Company's failure to do so the Trustee shall fix pursuant
to a written instruction of Holders of at least a majority in principal amount
of the Securities) any such special record date and payment date to the
reasonable satisfaction of the Trustee which specified record date shall not be
less than 10 days prior to the payment date for such defaulted interest and
shall promptly mail or cause to be mailed to each Holder a notice that states
the special record date, the payment date and the amount of defaulted interest
to be paid. The Company shall notify the Trustee in writing of the amount of
defaulted interest proposed to be paid on each Security and the date of the
proposed payment, and at the same time the Company shall deposit with the
Trustee an amount of money equal to the aggregate amount proposed to be paid in
respect of such defaulted interest or shall make arrangements satisfactory to
the Trustee for such deposit prior to the date of the proposed payment, such
money when so deposited to be held in trust for the benefit of the Person
entitled to such defaulted interest as provided in this Section 2.11.

                  Section 2.12 CUSIP Numbers. The Company in issuing the
Securities may use "CUSIP" numbers (if then generally in use) and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to
Holders, provided, however, that any such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers.

                                  ARTICLE III.

                                   REDEMPTION

                  Section 3.1 Notices to Trustee. If the Company elects to
redeem Securities pursuant to Section 3.7 hereof, it shall notify the Trustee in
writing of the redemption date and the principal amount of Securities to be
redeemed.

                  The Company shall give each notice to the Trustee provided for
in this Section 3.1 at least 60 days before the redemption date unless the
Trustee consents to a shorter period. Such notice shall be accompanied by an
Officers' Certificate and, if the Trustee so requests, an Opinion of Counsel to
the effect that such redemption will comply with the conditions herein. If fewer
than all the Securities are to be redeemed, the record date relating to such
redemption shall be selected by the Company and set forth in the related notice
given to the Trustee, which record date shall be not less than 15 days after the
date of such notice.

                  Section 3.2 Selection of Securities To Be Redeemed. If fewer
than all the Securities are to be redeemed, the Trustee shall select the
Securities to be redeemed in compliance with the national securities exchange,
if any, on which the Securities are listed or, of the Securities are not listed,
then on a pro rata basis, by lot or by such other method as the Trustee in its
sole discretion deems to be fair and appropriate. The Trustee shall make the
selection from outstanding Securities not previously called for redemption. The
Trustee may select for redemption portions of the principal of Securities that
have denominations larger than $1,000. Securities and portions of them the
Trustee selects shall be in amounts of $1,000 or a whole multiple of $1,000.
Provisions of this Indenture that apply to Securities called for




                                       46
<PAGE>

redemption also apply to portions of Securities called for redemption. The
Trustee shall notify the Company promptly of the Securities or portions of
Securities to be redeemed.

                  Section 3.3 Notice of Redemption. At least 30 days but not
more than 60 days before a date for redemption of Securities, the Company shall
mail a notice of redemption by first-class mail to each Holder of Securities to
be redeemed.

                  The notice shall identify the Securities to be redeemed and
shall state:

                  (1) the redemption date;

                  (2) the redemption price;

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

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

                  (5) if fewer than all the outstanding Securities are to be
         redeemed, the identification and principal amounts of the particular
         Securities to be redeemed;

                  (6) that, unless the Company defaults in making such
         redemption payment or the Paying Agent is prohibited from making such
         payment pursuant to the terms of this Indenture, interest on Securities
         (or portion thereof) called for redemption ceases to accrue on and
         after the redemption date;

                  (7) the CUSIP number, if any, printed on the Securities being
         redeemed; and

                  (8) that no representation is made as to the correctness or
         accuracy of the CUSIP number, if any, listed in such notice or printed
         on the Securities.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at the Company's expense. In such event,
the Company shall provide the Trustee with the information required by this
Section 3.3.

                  Section 3.4 Effect of Notice of Redemption. Once notice of
redemption is mailed, Securities called for redemption become irrevocably due
and payable on the redemption date and at the redemption price stated in the
notice. A notice of redemption may not be conditional. Upon surrender to the
Paying Agent, such Securities shall be paid at the redemption price stated in
the notice, plus accrued interest to the redemption date; provided that if the
redemption date is on or after a regular record date and on or prior to the
interest payment date, the accrued and unpaid interest shall be payable to the
Holder of the redeemed Securities registered on the relevant record date.
Failure to give notice or any defect in the notice to any Holder shall not
affect the validity of the notice to any other Holder.

                  Section 3.5 Deposit of Redemption Price. No later than 10:00
a.m. (New York City time) on the date on which any principal, interest and
premium (if any) on any Security is due and payable, the Company shall deposit
with the Paying Agent (or, if the Company or a




                                       47
<PAGE>

Subsidiary is the Paying Agent, shall segregate and hold in trust) 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 of Securities
called for redemption which are owned by the Company or a Subsidiary and have
been delivered by the Company or such Subsidiary to the Trustee for
cancellation. If the Company complies with the provisions of this paragraph,
then on and after the redemption date, interest will cease to accrue on the
Securities or the portions of Securities called for redemption.

                  Section 3.6 Securities Redeemed in Part. Upon surrender of a
Security that is redeemed in part, the Company shall issue and the Trustee shall
authenticate for the Holder (at the Company's expense) a new Security equal in
principal amount to the unredeemed portion of the Security surrendered.

                  Section 3.7 Optional Redemption.

                  (a) Except as set forth below, the Securities will not be
redeemable at the option of the Company prior to March 1, 2007. On and after
March 1, 2007, the Company may redeem all or, from time to time, part of the
Securities, at the following redemption prices (expressed as a percentage of
principal amount) plus accrued and unpaid interest to the redemption date
(subject to the right of Holders of record on the relevant record date to
receive interest due on the relevant interest payment date), if redeemed during
the 12-month period beginning on March 1 of the years set forth below:

<TABLE>
<CAPTION>
        YEAR                                      REDEMPTION PRICE
        ----                                      ----------------
        <S>                                       <C>
        2007                                      105.375%
        2008                                      102.688%
        2009 and thereafter                       100.000%
</TABLE>

                  (b) Notwithstanding the foregoing Section 3.7(a), prior to
March 1, 2007, the Company may on any one or more occasions redeem up to 35% of
the original principal amount of the Securities, including the Additional
Securities, if any, with the Net Cash Proceeds of one or more Equity Offerings
at a redemption price of 110.75% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, that:

                  (1) at least 65% of the original aggregate principal amount of
         the Securities, including the Additional Securities, if any, remains
         outstanding after each such redemption; and

                  (2) the redemption occurs within 60 days after the closing of
         such Equity Offering.

                  (c) At any time on or prior to March 1, 2007, the Company (or
a third party) may redeem the Securities as a whole at its (or their) option
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days' prior notice, but in no event more than 90 days after the occurrence of
the Change of Control, mailed by first-class mail to each holder's




                                       48
<PAGE>

registered address, at a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to, the date of redemption, subject to the right of holders of record on
the relevant record date to receive interest due on the relevant interest
payment date.

                  (d) Any redemption pursuant to this Section 3.7 shall be made
pursuant to the provisions of Section 3.1 through 3.6 hereof.

                  Section 3.8 Mandatory Redemption.

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

                                  ARTICLE IV.

                                    COVENANTS

                  Section 4.1 Payment of Securities. The Company shall promptly
pay the principal of, premium, if any, and interest on the Securities on the
dates and in the manner provided in the Securities and in this Indenture.
Principal, interest and premium (if any) shall be considered paid on the date
due if on such date the Trustee or the Paying Agent holds in accordance with
this Indenture money sufficient to pay all principal, interest and premium (if
any) then due and the Trustee or the Paying Agent, as the case may be, is not
prohibited from paying such money to the Holders on that date pursuant to the
terms of this Indenture.

                  The Company will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal and
premium, if any, at the rate equal to 1% per annum in excess of the then
applicable interest rate on the Securities to the extent lawful and it will pay
interest (including post-petition interest in any proceeding under any
Bankruptcy Law) on overdue installments of interest (and Additional Interest, if
any) (without regard to any applicable grace period) at the same rate as on
overdue principal to the extent lawful.

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

                  Section 4.2 SEC Reports(a) Notwithstanding that the Company
may not be required to be subject to the reporting requirements of Section 13 or
15(d) of the Exchange Act, the Company shall file with the SEC, and within 15
days after the reports are filed, provide the Trustee and the registered holders
of the Securities, at their addresses as set forth in the register of
Securities, with the annual reports and the information, documents and other
reports which are otherwise required pursuant to Section 13 and 15(d) of the
Exchange Act, except that the Company shall not be required to make such a
filing if the Staff of the SEC will not accept such a filing (in which case, the
Company shall make available such reports to the Trustee and the holders of the
Securities within 15 days after the date such reports would have been required
to be filed). In addition, following the registration of the common stock of the
Company or




                                       49
<PAGE>

Holdings pursuant to Section 12(b) or 12(g) of the Exchange Act, the Company
shall make available to the Trustee and the holders of the Securities, promptly
upon their becoming available, copies of the Company's (or Holdings', as the
case may be) annual report to stockholders and any other information provided by
the Company or Holdings to its public stockholders generally. In addition, the
Company and the Subsidiary Guarantors have agreed that, for so long as any
Securities remain outstanding, they will furnish to the holders of the
Securities and to securities analysts and prospective investors, upon their
request, the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act (which requirement may be satisfied by a Form 10-K or
10-Q, as applicable, for so long as such periodic reports satisfy the
information requirements of Rule 144A(d)(4)) under the Securities Act to permit
holders of the Securities to resell the Securities pursuant to Rule 144A
thereunder.

                  (b) If the Company has designated any of its Subsidiaries as
Unrestricted Subsidiaries, then the quarterly and annual financial information
required by the preceding paragraph will include consolidating financial
information for such Unrestricted Subsidiaries to the extent not inconsistent
with the Securities Act, the Exchange Act or the rules and regulations
thereunder or GAAP.

                  Section 4.3 Limitation on Indebtedness.

                  (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, Incur any Indebtedness; provided, however, that the
Company and its Restricted Subsidiaries may Incur Indebtedness if on the date
thereof:

                  (1) the Consolidated Coverage Ratio would be greater than
         2.00:1.00; and

                  (2) no Default or Event of Default will have occurred or be
         continuing or would occur as a consequence of Incurring Indebtedness.

                  (b) Notwithstanding Section 4.3(a), the Company and its
Subsidiaries may Incur the following Indebtedness:

                  (1) Bank Indebtedness of the Company or its Restricted
         Subsidiaries; provided that the aggregate principal amount of
         Indebtedness Incurred pursuant to this clause (1) does not exceed an
         amount outstanding at any time equal to $280.0 million less the
         aggregate amount of permanent reductions of commitments to extend
         credit thereunder and repayments of principal thereof after the Issue
         Date, in each case without duplication of repayments required as a
         result of such reductions of commitments;

                  (2) Indebtedness of the Company owed to any Wholly Owned
         Restricted Subsidiary and of any Restricted Subsidiary owed to the
         Company or any Wholly Owned Restricted Subsidiary; provided, however,

                           (A) if the Company is the obligor on such
                  Indebtedness, such Indebtedness is expressly subordinated to
                  the prior payment in full in cash of all obligations with
                  respect to the Securities;



                                       50
<PAGE>

                           (B) if a Restricted Subsidiary is the obligor on such
                  Indebtedness, such Indebtedness is made pursuant to an
                  intercompany note;

                           (C) if a Restricted Subsidiary is the obligor on such
                  Indebtedness and the Company is not the obligee, such
                  Indebtedness is subordinated in right of payment to the
                  Subsidiary Guarantee of such Restricted Subsidiary; and

                           (D) any subsequent issuance or transfer of Capital
                  Stock or any other event which results in any such
                  Indebtedness being beneficially held by a Person other than
                  the Company or a Wholly-Owned Restricted Subsidiary (other
                  than as collateral to secure Bank Indebtedness) of the Company
                  and (y) any sale or other transfer of any such Indebtedness to
                  a Person other than the Company or a Wholly-Owned Restricted
                  Subsidiary of the Company shall be deemed, in each case, to
                  constitute an Incurrence of such Indebtedness by the Company
                  or such Restricted Subsidiary, as the case may be;

                  (3) Indebtedness represented by the Securities, any
         Indebtedness (other than the Indebtedness described in clauses (1), (2)
         or (6)) outstanding on the Issue Date, including the 1998 Notes and the
         Guarantees related thereto, and any Refinancing Indebtedness Incurred
         in respect of any Indebtedness described in this clause (3) or Section
         4.3(a);

                  (4) Indebtedness represented by the Subsidiary Guarantees and
         other Guarantees by the Subsidiary Guarantors of Indebtedness Incurred
         in accordance with the provisions of this Indenture; provided that in
         the event such Indebtedness that is being Guaranteed is a Subordinated
         Obligation or a Guarantor Subordinated Obligation, then the related
         Guarantee shall be subordinated in right of payment to the Subsidiary
         Guarantee;

                  (5) the incurrence by the Company or any of its Restricted
         Subsidiaries of Hedging Obligations;

                  (6) Indebtedness of Foreign Subsidiaries in an aggregate
         principal amount at any one time outstanding not to exceed the greater
         of (x) 40% of Foreign Consolidated Net Tangible Assets and (y) $40.0
         million; and

                  (7) Indebtedness of the Company and its Restricted
         Subsidiaries, which may comprise Bank Indebtedness, in an aggregate
         principal amount which, when taken together with the principal amount
         of all other Indebtedness Incurred pursuant to this clause (7) and then
         outstanding, will not exceed $25.0 million.

                  (c) Notwithstanding any other provision of this Section 4.3,
except as set forth in the proviso hereto, the Company and its Restricted
Subsidiaries shall not Incur any Indebtedness pursuant to Section 4.3(b) if the
proceeds thereof are used, directly or indirectly, to repay, prepay, redeem,
defease, retire, refund or refinance any Subordinated Obligation or Guarantor
Subordinated Obligation, as the case may be, unless such Indebtedness
constitutes Refinancing Indebtedness; provided, however, that the Company and
its Restricted Subsidiaries shall be permitted to Incur such Indebtedness
pursuant to Section 4.3(b) if such Indebtedness is incurred for the purpose of
making payments set forth in Section 4.4(b)(9).



                                       51
<PAGE>

                  (d) For purposes of determining compliance with, and the
outstanding principal amount of any particular Indebtedness Incurred pursuant
to, and in compliance with, this Section 4.3:

                  (1) in the event that an item of proposed Indebtedness meets
         the criteria of more than one of the categories of Indebtedness
         described in Section 4.3(b), or is entitled to be Incurred pursuant to
         Section 4.3(a), the Company will be permitted to classify such item of
         Indebtedness on the date of its incurrence, or later reclassify all or
         a portion of such item of Indebtedness, in any manner that complies
         with this Section 4.3;

                  (2) all Indebtedness outstanding on the date of this Indenture
         under the Senior Credit Agreement shall be deemed outstanding under
         Section 4.3(b)(1);

                  (3) all Indebtedness under Foreign Credit Agreements
         outstanding on the Issue Date shall be deemed outstanding under Section
         4.3(b)(6) (notwithstanding Section 4.3(d)(1));

                  (4) the amount of Indebtedness issued at a price that is less
         than the principal amount thereof will be equal to the amount of the
         liability in respect thereof determined in accordance with GAAP;

                  (5) the principal amount of any Disqualified Stock of the
         Company or a Subsidiary or Preferred Stock of a Subsidiary will be
         equal to the liquidation preference thereof, together with any dividend
         thereon that is more than 30 days past due;

                  (6) accrual of interest, accrual of dividends, the accretion
         of accreted value, the payment of interest in the form of additional
         Indebtedness and the payment of dividends in the form of additional
         shares of Preferred Stock will not be deemed to be an Incurrence of
         Indebtedness for purposes of this Section 4.3; and

                  (7) for any U.S. dollar-denominated restriction on the
         Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount
         of Indebtedness denominated in a foreign currency shall be calculated
         based on the relevant currency exchange rate in effect on the date such
         Indebtedness was Incurred, in the case of term Indebtedness, or first
         committed, in the case of revolving credit Indebtedness; provided that
         if such Indebtedness is Incurred to refinance other Indebtedness
         denominated in a foreign currency, and such refinancing would cause the
         applicable U.S. dollar-denominated restriction to be exceeded if
         calculated at the relevant currency exchange rate in effect on the date
         of such refinancing, such U.S. dollar-denominated restriction shall be
         deemed not to have been exceeded so long as the principal amount of
         such refinancing Indebtedness does not exceed the principal amount of
         such Indebtedness being refinanced. Notwithstanding any other provision
         of this Section 4.3, the maximum amount of Indebtedness that the
         Company may Incur pursuant to this Section 4.3 shall not be deemed to
         be exceeded solely as a result of fluctuations in the exchange rate of
         currencies. The principal amount of any Indebtedness Incurred to
         refinance other Indebtedness, if Incurred in a different currency from
         the Indebtedness being refinanced, shall be calculated based on the


                                       52
<PAGE>

         currency exchange rate applicable to the currencies in which such
         Refinancing Indebtedness is denominated that is in effect on the date
         of such refinancing.

                  Section 4.4 Limitation on Restricted Payments.

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary, directly or indirectly, after the Issue Date, to

                  (1) declare or pay any dividend or make any distribution on or
         in respect of its Capital Stock, including any payment in connection
         with any merger or consolidation involving the Company, except (i)
         dividends or distributions payable in its Capital Stock, other than
         Disqualified Stock, and (ii) dividends or distributions payable to the
         Company or another Restricted Subsidiary, and, if the Restricted
         Subsidiary is not a Wholly Owned Restricted Subsidiary, to its other
         holders of common Capital Stock on a pro rata basis;

                  (2) purchase, redeem, retire or otherwise acquire for value
         any Capital Stock (including, without limitation, Disqualified Stock)
         of the Company held by Persons other than the Company or another
         Restricted Subsidiary; (3) purchase, repurchase, redeem, defease or
         otherwise acquire or retire for value, prior to scheduled maturity,
         scheduled repayment or scheduled sinking fund payment, any Subordinated
         Obligations or Guarantor Subordinated Obligations, other than the
         purchase, repurchase, redemption, defeasance or other acquisition of
         Subordinated Obligations or Guarantor Subordinated Obligations in
         anticipation of satisfying a sinking fund obligation, principal
         installment or final maturity, in each case due within one year of the
         date of purchase, repurchase, redemption, defeasance or acquisition; or

                  (4) make any Investment, other than a Permitted Investment, in
         any Person (any such dividend, distribution, purchase, redemption,
         repurchase, defeasance, other acquisition, retirement or Investment
         being herein referred to as a "Restricted Payment"), if at the time the
         Company or the Restricted Subsidiary makes the Restricted Payment: (1)
         a Default shall have occurred and be continuing, or would result
         therefrom; (2) the Company could not Incur at least an additional $1.00
         of Indebtedness pursuant to Section 4.3(a) hereof after giving effect,
         on a pro forma basis, to such Restricted Payment; or (3) the aggregate
         amount of the Restricted Payment and all other Restricted Payments
         declared or made on or subsequent to the Issue Date would exceed the
         sum of:

                           (A) 50% of the Consolidated Net Income, accrued
                  during the period (treated as one accounting period) from the
                  Issue Date to the end of the most recent fiscal quarter ending
                  prior to the date of the Restricted Payment as to which
                  financial results are available, but in no event more than 135
                  days prior to the date of the Restricted Payment, or, in case
                  the Consolidated Net Income shall be a deficit, minus 100% of
                  that deficit;

                           (B) 100% of the aggregate Net Cash Proceeds received
                  by the Company from the issue or sale of its Capital Stock,
                  other than Disqualified Stock, or other cash contributions to
                  its capital subsequent to the Issue Date, other than an
                  issuance or sale to a Subsidiary of the Company or an employee
                  stock



                                       53
<PAGE>

                  ownership plan or other trust established by the Company or
                  any of its Subsidiaries;

                           (C) 100% of the aggregate Net Cash Proceeds received
                  by the Company from the issue or sale of its Capital Stock to
                  an employee stock ownership plan or similar trust subsequent
                  to the Issue Date; provided, however, that if the plan or
                  trust Incurs any Indebtedness to or Guaranteed by the Company
                  to finance the acquisition of such Capital Stock, the
                  aggregate amount shall be limited to any increase in the
                  Consolidated Net Worth of the Company resulting from principal
                  repayments made by the plan or trust with respect to
                  Indebtedness Incurred by it to finance the purchase of such
                  Capital Stock; and

                           (D) the amount by which Indebtedness of the Company
                  or its Restricted Subsidiaries is reduced on the Company's
                  balance sheet upon the conversion or exchange, other than by a
                  Restricted Subsidiary of the Company, subsequent to the Issue
                  Date of any Indebtedness of the Company or its Restricted
                  Subsidiaries convertible or exchangeable for Capital Stock,
                  other than Disqualified Stock, of the Company, less the amount
                  of any of its cash, or other property, distributed by the
                  Company or any of its Subsidiaries upon the conversion or
                  exchange.

                  (b) The provisions of Section 4.4(a) shall not prohibit:

                  (1) any purchase, retirement, prepayment, defeasance or
         redemption of Capital Stock, Disqualified Stock or Subordinated
         Obligations of the Company or Guarantor Subordinated Obligations made
         by exchange for, or out of the proceeds of the substantially concurrent
         sale of, Capital Stock of the Company, other than Disqualified Stock
         and other than Capital Stock issued or sold to a Restricted Subsidiary
         or an employee stock ownership plan or other trust established by the
         Company or any of its Restricted Subsidiaries; provided, however, that
         the purchase, retirement, prepayment, defeasance or redemption shall be
         excluded in the calculation of the amount of Restricted Payments and
         the Net Cash Proceeds from the sale shall be excluded from Section
         4.4(a)(4)(B) above;

                  (2) any purchase, retirement, prepayment, defeasance or
         redemption of Subordinated Obligations of the Company or Guarantor
         Subordinated Obligations made by exchange for, or out of the proceeds
         of the substantially concurrent sale of, Subordinated Obligations of
         the Company or Guarantor Subordinated Obligations, as the case may be,
         that in each case constitute Refinancing Indebtedness; provided,
         however, that the purchase, retirement, prepayment, defeasance or
         redemption shall be excluded in the calculation of the amount of
         Restricted Payments;

                  (3) any purchase, retirement, prepayment, defeasance or
         redemption of Disqualified Stock made by exchange for, or out of the
         proceeds of the substantially concurrent sale of, Disqualified Stock of
         the issuer of such refinanced Disqualified Stock; provided, however,
         that the purchase, retirement, prepayment, defeasance or redemption
         shall be excluded in the calculation of the amount of Restricted
         Payments;



                                       54
<PAGE>

                  (4) so long as no Default or Event of Default has occurred and
         is continuing, any purchase, retirement, prepayment, defeasance or
         redemption of Subordinated Obligations or Guarantor Subordinated
         Obligations from Net Available Cash to the extent permitted under
         Section 4.6 below; provided, however, that the purchase or redemption
         shall be excluded in the calculation of the amount of Restricted
         Payments;

                  (5) dividends paid within 60 days after the date of
         declaration if at such date of declaration the dividend would have
         complied with this provision; provided, however, that such dividends
         shall be included in the calculations of the amount of Restricted
         Payments;

                  (6) payment of dividends or other distributions by the Company
         for the purposes set forth in clauses (A) through (C) below; provided,
         however, that any dividend or distribution described in clauses (A) and
         (B) will be excluded in the calculation of the amount of Restricted
         Payments and any dividend or distribution described in clause (C) will
         be included in the calculation of the amount of Restricted Payments:

                           (A) in amounts equal to the amounts required for
                  Holdings to pay franchise taxes and other fees required to
                  maintain its legal existence and provide for audit,
                  accounting, legal and other operating costs of up to $500,000
                  per fiscal year;

                           (B) in amounts equal to amounts required for Holdings
                  to pay federal, state and local income taxes to the extent
                  those income taxes are attributable to the income of the
                  Company and its Restricted Subsidiaries; and

                           (C) in amounts equal to amounts expended by the
                  Company or Holdings to repurchase Capital Stock of the Company
                  or Holdings owned by employees, officers and directors,
                  including former employees, officers and directors, of the
                  Company or its Subsidiaries or their assigns, estates and
                  heirs; provided that the aggregate amount paid, loaned or
                  advanced pursuant to this clause (C) shall not, in the
                  aggregate, exceed the sum of $3.0 million plus any amounts
                  contributed by Holdings to the Company as a result of resales
                  of the repurchased shares of Capital Stock;

                  (7) any repurchase of any Capital Stock deemed to occur upon
         exercise of stock options or warrants if that Capital Stock represents
         a portion of the exercise price of the options or warrants; provided,
         however, that such repurchases will be excluded from subsequent
         calculations of the amount of Restricted Payments;

                  (8) the repurchase, redemption or other acquisition or
         retirement for value of any Subordinated Obligation of the Company or
         any Guarantor Subordinated Obligation of any of the Subsidiary
         Guarantors pursuant to a "change of control" covenant set forth in the
         indenture pursuant to which the same is issued and such "change of
         control" covenant is substantially identical in all material respects
         to the comparable provisions included in Section 4.8 of this Indenture;
         provided that such repurchase, redemption or other acquisition or
         retirement for value shall only be permitted if all of the terms and
         conditions in such provisions have been complied with and such
         repurchases, redemptions or other acquisitions or retirements for value
         are made in accordance with such indenture pursuant to which the same
         is issued and provided further that the Company has repurchased all
         Securities required to be repurchased by the Company pursuant to the
         terms and




                                       55
<PAGE>

         conditions described under Section 4.8 of this Indenture prior to the
         repurchase, redemption or other acquisition or retirement for value of
         such Subordinated Obligation or Guarantor Subordinated Obligation
         pursuant to the "change of control" covenant included in such
         indenture; provided that such repurchase, redemption or other
         acquisition shall be excluded in subsequent calculations of the amount
         of Restricted Payments;

                  (9) payments in an aggregate amount not to exceed $5.0 million
         for the purchase, retirement, prepayment, defeasance or redemption of a
         portion of the 1998 Notes, on any one or more occasions, within 270
         days of the date of this Indenture; provided, however, that purchase,
         retirement, prepayment, defeasance or redemption of the 1998 Notes
         shall be excluded in the calculation of the amount of Restricted
         Payments; or

                  (10) Restricted Payments in an amount not to exceed $5.0
         million.

                  (c) The amount of all Restricted Payments (other than cash)
shall be the Fair Market Value on the date of such Restricted Payment of the
asset(s) or securities proposed to be paid, transferred or issued by the Company
or such Restricted Subsidiary, as the case may be, pursuant to such Restricted
Payment. The Fair Market Value of any cash Restricted Payment shall be its face
amount and any non-cash Restricted Payment shall be determined conclusively by
the board of directors of the Company acting in good faith, whose resolution
with respect thereto shall be delivered to the Trustee, such determination to be
based upon an opinion or appraisal issued by an accounting, appraisal, financial
advisory, or investment banking firm of national standing if such Fair Market
Value is estimated to exceed $25.0 million. Not later than the date of making
any Restricted Payment (other than Restricted Payments under clauses (i) through
(viii) of the preceding paragraph), the Company shall deliver to the Trustee an
Officers' Certificate stating that such Restricted Payment is permitted and
setting forth the basis upon which the calculations required by this Section 4.4
were computed, together with a copy of any required opinion or appraisal.

                  Section 4.5 Limitation on Restrictions on Distributions from
Subsidiaries. The Company shall not, and shall not permit any of its Restricted
Subsidiaries to create or permit to exist or become effective any consensual
encumbrance or restriction on the ability of any Restricted Subsidiary to:

                  (a) pay dividends, make any other distributions on its Capital
Stock or pay any Indebtedness or other obligation owed to the Company or any of
its Restricted Subsidiaries;

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

                  (c) transfer any of its property or assets to the Company or
any of its Restricted Subsidiaries except:



                                       56
<PAGE>

                  (1) any encumbrance or restriction pursuant to an agreement in
         effect on the Issue Date, including those arising under or in
         connection with the Senior Credit Agreement;

                  (2) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement relating to any
         Indebtedness Incurred by a Restricted Subsidiary prior to the date on
         which that Restricted Subsidiary was acquired by the Company, other
         than Indebtedness Incurred as consideration in, or to provide all or
         any portion of the funds or credit support utilized to consummate, the
         transaction or series of related transactions pursuant to which that
         Restricted Subsidiary was acquired by the Company;

                  (3) any encumbrance or restriction with respect to a
         Restricted Subsidiary pursuant to an agreement effecting a refinancing
         of Indebtedness Incurred pursuant to an agreement referred to in
         clauses (1) or (2) or this clause (3) or contained in any amendment,
         supplement or modification, including an amendment and restatement, to
         an agreement referred to in clauses (1) or (2) or this clause (3);
         provided, however, that the encumbrances and restrictions contained in
         any such refinancing agreement or amendment taken as a whole are no
         less favorable to the holders of the Securities in any material respect
         than encumbrances and restrictions contained in the agreements;

                  (4) in the case of this clause (c), any encumbrance or
         restriction:

                           (A) that restricts in a customary manner the
                  subletting, assignment or transfer of any property or asset
                  that is subject to a lease, license, or similar contract,

                           (B) by virtue of any transfer of, agreement to
                  transfer, option or right with respect to, or Lien on, any
                  property or assets of the Company or any of its Restricted
                  Subsidiaries not otherwise prohibited by this Indenture, or

                           (C) contained in security agreements securing
                  Indebtedness of a Restricted Subsidiary to the extent such
                  encumbrance or restrictions restrict the transfer of the
                  property subject to those security agreements;

                  (5) any restriction imposed by applicable law;

                  (6) any restriction with respect to a Restricted Subsidiary
         imposed pursuant to an agreement entered into for the sale or
         disposition of all or substantially all the Capital Stock or assets of
         that Restricted Subsidiary pending the closing of the sale or
         disposition; and

                  (7) purchase obligations for property acquired in the ordinary
         course of business that impose certain restrictions of the nature
         described in this clause (c) on the property so acquired.

                  Section 4.6 Limitation on Sales of Assets.

                  (a) The Company shall not, and shall not permit any Restricted
Subsidiary to, make any Asset Disposition unless:



                                       57
<PAGE>

                  (1) the Company or such Restricted Subsidiary, as the case may
         be, receives consideration, including by way of relief from, or by any
         other Person assuming sole responsibility for, any liabilities,
         contingent or otherwise, at the time of the Asset Disposition at least
         equal to the Fair Market Value of the shares and assets subject to the
         Asset Disposition;

                  (2) at least 75% of the consideration thereof received by the
         Company or a Restricted Subsidiary is in the form of cash; and

                  (3) an amount equal to 100% of the Net Available Cash from the
         Asset Disposition is applied by the Company, or the Restricted
         Subsidiary, as the case may be:

                           (A) first, to the extent the Company or any
                  Restricted Subsidiary, as the case may be, elects, or is
                  required by the terms of any Indebtedness, to prepay, repay or
                  purchase Secured Indebtedness of the Company (other than
                  Disqualified Stock or Subordinated Obligations) or Secured
                  Indebtedness of a Wholly Owned Restricted Subsidiary and
                  effect a permanent corresponding commitment reduction
                  thereunder (other than Preferred Stock or Guaranteed
                  Subordinated Obligations), in each case other than
                  Indebtedness owed to the Company or an Affiliate of the
                  Company, or the Senior Credit Agreement (whether the Senior
                  Credit Agreement is secured or unsecured) within one year
                  after the later of the date of the Asset Disposition or the
                  receipt of the Net Available Cash and effect a permanent
                  corresponding commitment reduction thereunder;

                           (B) second, to the extent of the balance of Net
                  Available Cash after application in accordance with clause
                  (A), to the extent the Company or the Restricted Subsidiary
                  elects, to reinvest in Additional Assets, including by means
                  of an Investment in Additional Assets by a Restricted
                  Subsidiary with Net Available Cash received by the Company or
                  another Restricted Subsidiary, within one year after the later
                  of the date of the Asset Disposition or the receipt of the Net
                  Available Cash;

                           (C) third, to the extent of the balance of the Net
                  Available Cash after application in accordance with clauses
                  (A) and (B), to make an offer to purchase pro rata (A)
                  Securities, pursuant and subject to the conditions of this
                  Indenture, and (B) Pari Passu Indebtedness (with similar asset
                  sale provisions);

                           (D) fourth, to the extent of the balance of the Net
                  Available Cash after application in accordance with clauses
                  (A), (B) and (C), to the extent consistent with any other
                  applicable provision of this Indenture or the 1998 Indenture,
                  to prepay, repay or purchase Indebtedness of the Company
                  (other than Indebtedness owed to an Affiliate of the Company
                  and other than Disqualified Stock of the Company) or
                  Indebtedness of any Restricted Subsidiary (other than
                  Indebtedness owed to the Company or an Affiliate of the
                  Company or Preferred Stock), in each case described in this
                  clause (D) within one year from the receipt of the Net
                  Available Cash or, if the Company has made an offer pursuant
                  to clause (C), six months from the date the offer is
                  completed; and



                                       58
<PAGE>

                           (E) fifth, any excess remaining after application of
                  the foregoing, to any other lawful purpose not prohibited by
                  the terms of this Indenture.

                  (b) In connection with any prepayment, repayment or purchase
of Indebtedness pursuant to Section 4.6(a)(3)(A), (C) or (D) above, the Company
or such Restricted Subsidiary shall retire such Indebtedness and shall cause the
related loan commitment, if any, to be permanently reduced in an amount equal to
the principal amount so prepaid, repaid or purchased. Notwithstanding the
foregoing provisions, the Company and its Restricted Subsidiaries shall not be
required to apply any Net Available Cash in accordance herewith except to the
extent that the aggregate Net Available Cash from all Asset Dispositions that
are not applied in accordance with this Section 4.6 at any time exceeds $1.0
million. The Company shall not be required to make an offer for the Securities
pursuant to this Section 4.6 if the Net Available Cash available therefor, after
application of the proceeds as provided in clauses (A) and (B) (the "Excess
Proceeds"), is less than $10.0 million, which lesser amounts shall be carried
forward for purposes of determining whether an offer is required with respect to
the Net Available Cash following any subsequent Asset Disposition.

                  (c) In the event the Company makes an Offer pursuant to this
Section 4.6 to purchase the Securities and an offer to purchase or otherwise
repurchase or redeem Pari Passu Indebtedness (a "Pari Passu Offer"), upon
completion of such Offer and Pari Passu Offer, the amount of Excess Proceeds for
purposes of this Indenture shall be reset to zero.

                  (d) For purposes of Section 4.6(a)(2), the following will be
deemed to be cash:

                  (1) the assumption of Indebtedness, other than Subordinated
         Obligations, Guarantor Subordinated Obligations or Disqualified Stock
         of the Company or any of its Restricted Subsidiaries, and the release
         of the Company or such Restricted Subsidiary from all liability on such
         Indebtedness in connection with the Asset Disposition; and

                  (2) securities received by the Company or any of Restricted
         Subsidiaries of the Company from the transferee that are converted by
         the Company or such Restricted Subsidiary into cash within 90 days
         following the receipt thereof.

                  (e) In the event of an Asset Disposition that requires the
purchase of Securities pursuant to Section 4.6(a)(3)(C), the Company will be
required to apply the Excess Proceeds to the repayment of the Securities and any
other Pari Passu Indebtedness outstanding with similar provisions requiring the
Company to make an offer to purchase such Indebtedness with the proceeds from
any Asset Disposition as follows: (A) the Company will make an offer to purchase
(an "Offer") within 10 days of such time from all holders of the Securities in
accordance with the procedures set forth below in the maximum principal amount
(expressed as a multiple of $1,000) of Securities that may be purchased out of
an amount (the "Securities Amount") equal to the product of such Excess Proceeds
multiplied by a fraction, the numerator of which is the outstanding principal
amount of the Securities and the denominator of which is the sum of the
outstanding principal amount of the Securities and such Pari Passu Indebtedness
and (B) to the extent required by such Pari Passu Indebtedness, the Company will
make a Pari Passu Offer in an amount equal to the excess of the Excess Proceeds
over the Securities Amount at a purchase price of 100% of the principal amount
required by the terms thereof plus accrued



                                       59
<PAGE>

and unpaid interest to the purchase date in accordance with the procedures
(including prorating in the event of oversubscription) set forth below with
respect to the Offer and in the documentation governing such Pari Passu
Indebtedness with respect to the Pari Passu Offer. If the aggregate purchase
price of the Securities tendered pursuant to the Offer and Pari Passu
Indebtedness tendered pursuant to the Pari Passu Offer is less than the Excess
Proceeds, the remaining Excess Proceeds will be available to the Company for use
in accordance with Section 4.6(a)(3)(E) above.

                  (f) Promptly, and in any event within 10 days after the
Company is required to make an Offer, the Company shall deliver to the Trustee
and send, by first-class mail to each Holder, a written notice stating that the
Holder may elect to have his or her Securities purchased by the Company either
in whole or in part (subject to prorating as hereinafter described in the event
the Offer is oversubscribed) in integral multiples of $1,000 of principal
amount, at the applicable purchase price. The notice shall specify a purchase
date not less than 30 days nor more than 60 days after the date of such notice
(the "Purchase Date").

                  Not later than the date upon which such written notice of an
Offer is delivered to the Trustee and the Holders, the Company shall deliver to
the Trustee an Officers' Certificate setting forth (1) the amount of the Offer
(the "Offer Amount"), (2) the allocation of the Net Available Cash from the
Asset Dispositions as a result of which such Offer is being made and (3) the
compliance of such allocation with the provisions of Section 4.6(a). Upon the
expiration of the period (the "Offer Period") for which the Offer remains open,
the Company shall deliver to the Trustee for cancellation the Securities or
portions thereof which have been properly tendered to and are to be accepted by
the Company. The Trustee shall, on the Purchase Date, mail or deliver payment to
each tendering Holder in the amount of the purchase price of the Securities
tendered by such Holder to the extent such funds are available to the Trustee.

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

                  (g) The Company will comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section 4.6. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.6, the Company




                                       60
<PAGE>

will comply with the applicable securities laws and regulations and will not be
deemed to have breached its obligations under this Indenture by virtue thereof.

                  Section 4.7 Limitation on Affiliate Transactions.

                  (a) The Company will not, and will not permit any of its
Restricted Subsidiaries to, directly or indirectly, enter into or conduct any
transaction, including the purchase, sale, lease or exchange of any property or
the rendering of any service, with any Affiliate of the Company (an "Affiliate
Transaction") unless:

                  (1) the terms of the Affiliate Transaction are no less
         favorable to the Company or the Restricted Subsidiary, as the case may
         be, than those that could be obtained by the Company or such Restricted
         Subsidiary in a comparable transaction at the time of the transaction
         in arm's-length dealings with a Person who is not an Affiliate;

                  (2) in the event such Affiliate Transaction involves aggregate
         consideration in excess of $1.0 million, the terms of the transaction
         have been approved by a majority of the members of the Board of
         Directors of the Company and by a majority of the disinterested members
         of the Board of Directors of the Company, if any (and such majority or
         majorities, as the case may be, determines that such Affiliate
         Transaction satisfies the criteria in Section 4.7(a)(1) above); and

                  (3) in the event the Affiliate Transaction involves aggregate
         consideration in excess of $5.0 million, the Company has received a
         written opinion from an independent accounting, appraisal, financial
         advisory or investment banking firm of national standing that such
         Affiliate Transaction is fair to the Company or the Restricted
         Subsidiary, as the case may be, from a financial point of view.

                  (b) The provisions of Section 4.7(a) will not prohibit:

                  (1) any Restricted Payment permitted to be paid pursuant to
         the covenant described under Section 4.4 hereof (and in the case of
         Permitted Investments, only those described in clauses (5), (6), (9)
         and (10) of the definition of Permitted Investments);

                  (2) the performance of the Company's or its Restricted
         Subsidiary's obligations under any employment contract, collective
         bargaining agreement, employee benefit plan, related trust agreement or
         any other similar arrangement heretofore or hereafter entered into in
         the ordinary course of business;

                  (3) payment of compensation to, and indemnity provided on
         behalf of, employees, officers, directors or consultants in the
         ordinary course of business;

                  (4) maintenance in the ordinary course of business of benefit
         programs or arrangements for employees, officers or directors,
         including vacation plans, health and life insurance plans, deferred
         compensation plans, and retirement or savings plans and similar plans;



                                       61
<PAGE>

                  (5) any transaction between the Company and a Wholly Owned
         Restricted Subsidiary or between Wholly Owned Restricted Subsidiaries;
         or

                  (6) the provision by Persons (including J.P. Morgan Partners
         (BHCA), L.P. and DLJ Merchant Banking Partners, L.P. and Persons
         directly or indirectly controlled by such entities) who may be deemed
         Affiliates or stockholders of the Company of investment banking,
         commercial banking, trust, lending or financing, investment,
         underwriting, placement agent, financial advisory or similar services,
         to the Company or its Restricted Subsidiaries, on customary terms.

                  Section 4.8 Change of Control.

                  (a) Upon the occurrence of a Change of Control, unless the
Company has exercised its right to redeem the Securities as described under
Section 3.7 hereof, each Holder shall have the right to require the Company to
repurchase all or any part of such Holder's Securities at a purchase price in
cash equal to 101% of the principal amount thereof plus accrued and unpaid
interest, and Additional Interest, if any, to the date of purchase (subject to
the right of Holders of record on the relevant record date to receive interest
due on the relevant interest payment date), such repurchase to be made in
accordance with Section 4.8(b) below.

                  (b) Within 30 days following any Change of Control, unless the
Company has mailed a redemption notice with respect to all the outstanding
Securities in connection with such Change of Control, the Company shall mail a
notice to each Holder of record with a copy to the Trustee stating:

                  (1) that a Change of Control has occurred and that such Holder
         has the right to require the Company to purchase such Holder's
         Securities at a purchase price in cash equal to 101% of the principal
         amount thereof plus accrued and unpaid interest, if any, to the date of
         purchase (subject to the right of Holders of record on a record date to
         receive interest on the relevant interest payment date);

                  (2) the circumstances and relevant facts and financial
         information concerning such Change of Control;

                  (3) the repurchase date (which shall be no earlier than 30
         days nor later than 60 days from the date such notice is mailed); and

                  (4) the procedures determined by the Company, consistent with
         this Indenture, that a Holder must follow in order to have its
         Securities purchased.

                  (c) Holders electing to have a Security purchased will be
required to surrender the Security, with an appropriate form duly completed, to
the Company at the address specified in the notice at least three Business Days
prior to the purchase date. Each Holder will be entitled to withdraw its
election if the Company receives, not later than one Business Day prior to the
purchase date, a telegram, facsimile transmission or letter from such Holder
setting forth the name of such Holder, the principal amount of the Security or
Securities which were delivered for purchase by such Holder and a statement that
such Holder is withdrawing his election to have such Security or Securities
purchased.



                                       62
<PAGE>

                  (d) On the purchase date, all Securities purchased by the
Company under this Section 4.8 shall be delivered to the Trustee for
cancellation, and the Company shall pay the purchase price plus accrued and
unpaid interest, if any, to the Holders entitled thereto.

                  (e) The Company shall comply, to the extent applicable, with
the requirements of Section 14(e) of the Exchange Act and any other securities
laws or regulations in connection with the repurchase of Securities pursuant to
this Section 4.8. To the extent that the provisions of any securities laws or
regulations conflict with provisions of this Section 4.8, the Company shall
comply with the applicable securities laws and regulations and shall not be
deemed to have breached its obligations under this Indenture by virtue thereof.

                  (f) Notwithstanding anything to the contrary in this Section
4.8, the Company will not be required to make a Change of Control Offer upon a
Change of Control if a third party makes the Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements set forth
in this Section 4.8 hereof and purchases all Securities validly tendered and not
withdrawn under the Change of Control Offer.

                  Section 4.9 Limitation on Sale of Restricted Subsidiary
Capital Stock. The Company will not, and will not permit any of its Restricted
Subsidiaries to, (i) transfer, convey, sell, lease or otherwise dispose of any
Capital Stock of any Restricted Subsidiary to any Person, other than to the
Company or a Wholly Owned Restricted Subsidiary, or (ii) permit any Restricted
Subsidiary to issue any of its Capital Stock (other than, if necessary shares of
its Capital Stock constituting directors' qualifying shares) to any Person other
than to the Company or a Wholly Owned Restricted Subsidiary; provided, however,
that the foregoing shall not prohibit the conveyance, sale, lease or other
disposition of all the Capital Stock of a Restricted Subsidiary if the Net
Available Cash from that transfer, conveyance, sale, lease, other disposition or
issuance are applied in accordance with Section 4.6 hereof.

                  Section 4.10 Future Subsidiary Guarantors. If the Company or
any of its Subsidiaries acquires or creates another Domestic Subsidiary, after
the date of this Indenture, then that Domestic Subsidiary shall become a
Guarantor and execute a supplemental indenture (substantially in the form of
Exhibit E hereto) and deliver an opinion of counsel satisfactory to the trustee
within 10 Business Days of the date on which it was acquired or created;
provided, that this Section 4.10 does not apply to any Subsidiary that has
properly been designated as an Unrestricted Subsidiary in accordance with this
Indenture for so long as it continues to constitute an Unrestricted Subsidiary.

                  Section 4.11 Limitation on Liens. The Company will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
create, Incur or suffer to exist any Lien (other than Permitted Liens) upon any
of its property or assets (including Capital Stock), whether owned on the Issue
Date or acquired after that date, securing any Indebtedness, unless
contemporaneously with the Incurrence of the Liens, effective provision is made
to secure the Indebtedness due under this Indenture and the Securities or, in
respect of Liens on any Restricted Subsidiary's property or assets, any
Subsidiary Guarantee of such Subsidiary, equally and ratably with (or prior to
in the case of Liens with respect to Subordinated Obligations or Guarantor
Subordinated Obligations, as the case may be) the Indebtedness secured by such
Lien for so long as such Indebtedness is so secured.



                                       63
<PAGE>

                  Section 4.12 Limitation on Sale/Leaseback Transactions. The
Company will not, and will not permit any of its Restricted Subsidiaries to,
enter into any Sale/Leaseback Transaction unless:

                  (a) the Company or such Restricted Subsidiary, as the case may
be, receives consideration at the time of such Sale/Leaseback Transaction at
least equal to the Fair Market Value (as evidenced by a resolution of the Board
of Directors of the Company) of the property subject to such transaction;

                  (b) the Company or such Restricted Subsidiary could have
Incurred Indebtedness in an amount equal to the Attributable Indebtedness in
respect of such Sale/Leaseback Transaction pursuant to either Section 4.3(a) or
(b) hereof;

                  (c) the Company or such Restricted Subsidiary would be
permitted to create a Lien on the property subject to such Sale/Leaseback
Transaction without securing the Securities under Section 4.11 hereof; and

                  (d) the Sale/Leaseback Transaction is treated as an Asset
Disposition and all of the conditions of Section 4.6 hereof (including the
provisions concerning the application of Net Available Cash) are satisfied with
respect to such Sale/Leaseback Transaction, treating all of the cash proceeds
net of fees and expenses received in such Sale/Leaseback Transaction as Net
Available Cash for purposes of such covenant.

                  Section 4.13 Designation of Restricted and Unrestricted
Subsidiaries. The Board of Directors may designate any Restricted Subsidiary to
be an Unrestricted Subsidiary if that designation would not cause a Default. If
a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the
aggregate fair market value of all outstanding Investments owned by the Company
and its Restricted Subsidiaries in the Subsidiary properly designated will be
deemed to be an Investment made as of the time of the designation and will
reduce the amount available for Restricted Payments under Section 4.4(a) hereof
or the definition of Permitted Investments, as determined by the Company. That
designation will only be permitted if the Investment would be permitted at that
time and if the Restricted Subsidiary otherwise meets the definition of an
Unrestricted Subsidiary. The Board of Directors may redesignate any Unrestricted
Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a
Default.

                  Section 4.14 Maintenance of Office or Agency for Registration
of Transfer, Exchange and Payment of Securities. So long as any of the
Securities shall remain outstanding, the Company will maintain an office or
agency in the Borough of Manhattan, the City of New York, State of New York,
where the Securities may be surrendered for exchange or registration of transfer
as in this Indenture provided, and where notices and demands to or upon the
Company in respect to the Securities may be served, and where the Securities may
be presented or surrendered for payment. The Company may also from time to time
designate one or more other offices or agencies where Securities may be
presented or surrendered for any and all such purposes and may from time to time
rescind such designations; provided, however, that no such designation or
rescission shall in any manner relieve the Company of its obligation to maintain
an office or agency in the Borough of Manhattan, the City of New York, State of
New York for




                                       64
<PAGE>

such purposes. The Company will give to the Trustee prompt written notice of the
location of any such office or agency and of any change of location thereof. The
Company initially appoints the Trustee for each of said purposes. In case the
Company shall fail to maintain any such office or agency or shall fail to give
such notice of the location or of any change in the location thereof, such
surrenders, presentations and demands may be made and notices may be served at
the principal office of the Trustee in the City of Wilmington, State of
Delaware, and the Company hereby appoints the Trustee its agent to receive at
the aforesaid office all such surrenders, presentations, notices and demands.
The Trustee will give the Company prompt notice of any change in location of the
Trustee's principal office.

                  Section 4.15 Appointment to Fill a Vacancy in the Office of
Trustee. The Company, whenever necessary to avoid or fill a vacancy in the
office of Trustee, will appoint, in the manner provided in Section 7.8, a
Trustee, so that there shall at all times be a Trustee hereunder.

                  Section 4.16 Provision as to Paying Agent.

                  (a) If the Company shall appoint a paying agent other than the
Trustee, it will cause such Paying Agent to execute and deliver to the Trustee
an instrument in which such agent shall undertake, subject to the provisions of
this Section 4.14:

                  (1) that it will hold all sums held by it as such agent for
         the payment of the principal of, premium, if any, or interest on the
         Securities whether such sums have been paid to it by the Company (or by
         any other obligor on the Securities) in trust for the benefit of the
         holders of the Securities and will notify the Trustee of the receipt of
         sums to be so held;

                  (2) that it will give the Trustee notice of any failure by the
         Company (or by any other obligor on the Securities) to make any payment
         of the principal of, premium, if any, or interest on the Securities
         when the same shall be due and payable;

                  (3) that it will at any time during the continuance of any
         Event of Default specified in Section 6.1(1) or 6.1(2), upon the
         written request of the Trustee, deliver to the Trustee all sums so held
         in trust by it; and

                  (4) acknowledge, accept and agree to comply in all aspects
         with the provisions of this Indenture relating to the duties, rights
         and liabilities of such Paying Agent.

                  (b) If the Company shall not act as its own Paying Agent, it
will, by 10:00 a.m. on the Business Day prior to each due date of the principal
of or premium, if any, or interest on any Securities, deposit with such Paying
Agent a sum in same day funds sufficient to pay the principal of, premium, if
any, or interest so becoming due, such sum to be held in trust for the benefit
of the holders of Securities entitled to such principal of or premium, if any,
or interest, and (unless such Paying Agent is the Trustee) the Company will
promptly notify the Trustee of its failure so to act.

                  (c) If the Company shall act as its own Paying Agent, it will,
on or before each due date of the principal of or premium, if any, or interest
on the Securities, set aside, segregate



                                       65
<PAGE>

and hold in trust for the benefit of the persons entitled thereto, a sum
sufficient to pay such principal or premium or interest so becoming due and will
notify the Trustee of any failure to take such action.

                  (d) Anything in this Section 4.16 to the contrary
notwithstanding, the Company may, at any time, for the purpose of obtaining a
satisfaction and discharge of this Indenture, or for any other reason, pay or
cause to be paid to the Trustee all sums held in trust by it, or any Paying
Agent hereunder, as required by this Section 4.16, such sums to be held by the
Trustee upon the trusts herein contained.

                  (e) Anything in this Section 4.16 to the contrary
notwithstanding, the agreement to hold sums in trust as provided in this Section
4.16 is subject to the provisions of Sections 8.4 and 8.6.

                  Section 4.17 Maintenance of Corporate Existence. So long as
any of the Securities shall remain outstanding, the Company will at all times
(except as otherwise provided or permitted in this Section 4.15 or elsewhere in
this Indenture) do or cause to be done all things necessary to preserve and keep
in full force and effect its corporate existence and franchises and the
corporate existence and franchises of each Subsidiary; provided that nothing
herein shall require the Company to continue the corporate existence or
franchises of any Subsidiary if in the judgment of the Company it shall be
necessary, advisable or in the interest of the Company to discontinue the same.

                  Section 4.18 Compliance Certificate.

                  (a) The Company shall deliver to the Trustee within 90 days
after the end of each fiscal year of the Company an Officers' Certificate
stating that in the course of the performance by the signers of their duties as
Officers of the Company they would normally have knowledge of any Default or
Event of Default and whether or not the signers know of any Default or Event of
Default that occurred during such period. If they do, the certificate shall
describe the Default or Event of Default, its status and what action the Company
is taking or proposes to take with respect thereto. The Company also shall
comply with TIA Section 314(a)(4).

                  (b) So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.2(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated any provisions of Article 4 or Article 5 hereof or, if any
such violation has occurred, specifying the nature and period of existence
thereof, it being understood that such accountants shall not be liable directly
or indirectly to any Person for any failure to obtain knowledge of any such
violation.

                  (c) So long as any of the Securities are outstanding, the
Company will deliver to the Trustee, forthwith upon any Officer becoming aware
of any Default or Event of Default, an Officers' Certificate specifying such
Default or Event of Default and what action the Company is taking or proposes to
take with respect thereto.



                                       66
<PAGE>

                  Section 4.19 Taxes. The Company will pay, and will cause each
of its Significant Subsidiaries to pay, prior to delinquency, all material
taxes, assessments, and governmental levies except such as are contested in good
faith and by appropriate proceedings or where the failure to effect such payment
is not adverse in any material respect to the Holders.

                  Section 4.20 Stay, Extension and Usury Laws. The Company and
each of the Subsidiary Guarantors covenants (to the extent that it may lawfully
do so) that it will not at any time insist upon, plead, or in any manner
whatsoever claim or take the benefit or advantage of, any stay, extension or
usury law wherever enacted, now or at any time hereafter in force, that may
affect the covenants or the performance of this Indenture; and the Company and
each of the Subsidiary Guarantors (to the extent that it may lawfully do so)
hereby expressly waives all benefit or advantage of any such law, and covenants
that it will not, by resort to any such law, 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 has been enacted.

                  Section 4.21 Further Instruments and Acts. The Company will
execute and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture or as may be reasonably requested by the Trustee.

                  Section 4.22 Effectiveness of Covenants. The covenants
described under Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.9 and Section 5.1(c)
(collectively, the "Suspended Covenants") will no longer be in effect upon the
Company attaining Investment Grade Status. If at any time the Company's credit
rating is downgraded from Investment Grade Status, then the Suspended Covenants
will thereafter be reinstated as if such covenants had never been suspended and
be applicable pursuant to the terms of this Indenture (including in connection
with performing any calculation or assessment to determine compliance with the
terms of this Indenture), unless and until the Company subsequently attains
Investment Grade Status (in which event the Suspended Covenants shall again no
longer be in effect for such time that the Company maintains Investment Grade
Status); provided, however, that no Default, Event of Default or breach of any
kind shall be deemed to exist under this Indenture with respect to the Suspended
Covenants based on, and none of the Company or any of its Subsidiaries shall
bear any liability for, any actions taken or events occurring after the Company
attains Investment Grade Status and before any reinstatement of such Suspended
Covenants as provided above, or any actions taken at any time pursuant to any
contractual obligation arising prior to such reinstatement, regardless of
whether such actions or events would have been permitted if the applicable
Suspended Covenants remained in effect during such period.



                                   ARTICLE V.

                                SUCCESSOR COMPANY

                  Section 5.1 Merger, Consolidation or Sale of Assets. The
Company shall not consolidate with or merge with or into, or convey, transfer or
lease all or substantially all of its assets to, any Person, unless:



                                       67
<PAGE>

                  (a) the resulting, surviving or transferee Person (the
"Successor Company") is a corporation organized and existing under the laws of
the United States of America, any State thereof or the District of Columbia and
the Successor Company, if not the Company, expressly assumes, by supplemental
indenture, executed and delivered to the Trustee, in form satisfactory to the
Trustee, all the obligations of the Company under the Securities and this
Indenture;

                  (b) immediately after giving effect to the transaction, and
treating any Indebtedness that becomes an obligation of the Successor Company or
any Restricted Subsidiary of the Successor Company as a result of the
transaction as having been Incurred by the Successor Company or that Restricted
Subsidiary at the time of the transaction, no Default or Event of Default shall
have occurred and be continuing;

                  (c) immediately after giving effect to the transaction, the
Successor Company would be able to Incur at least an additional $1.00 of
Indebtedness pursuant to Section 4.3(a) hereof; and

                  (d) the Company shall have delivered to the Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that the
consolidation, merger or transfer and the supplemental indenture, if any, comply
with this Indenture.

                  Section 5.2 Successor Corporation Substituted.

                  (a) The Successor Company will succeed to, and be substituted
for, and may exercise every right and power of, the Company under this
Indenture, but the predecessor, the Company, in the case of a lease of all or
substantially all of its assets, will not be released from the obligation to pay
the principal, interest and premium (if any) on the Securities.

                  (b) Notwithstanding Section 5.1, any Restricted Subsidiary of
the Company may consolidate with, merge into or transfer all or part of its
properties and assets to the Company or another Wholly Owned Restricted
Subsidiary of the Company, and the Company may merge with an Affiliate of the
Company incorporated solely for the purpose of reincorporating the Company in
another jurisdiction to realize tax benefits.

                  (c) For purposes of this Section 5.2, the sale, lease,
conveyance, assignment, transfer, or other disposition of all or substantially
all of the properties and assets of one or more Restricted Subsidiaries of the
Company, which properties and assets, if held by the Company instead of such
Restricted Subsidiaries, would constitute all or substantially all of the
properties and assets of the Company on a consolidated basis, shall be deemed to
be the transfer of all or substantially all of the properties and assets of the
Company.

                                  ARTICLE VI.

                              DEFAULTS AND REMEDIES

                  Section 6.1 Events of Default. An "Event of Default" occurs
if:



                                       68
<PAGE>

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

                  (2) a default in the payment of principal of or premium, if
         any, on any Security when due at its Stated Maturity, upon optional
         redemption, upon required repurchase, upon declaration or otherwise;

                  (3) the Company or any Subsidiary Guarantor fails to comply
         with Section 5.1;

                  (4) the Company fails to comply for 30 days after notice with
         any of its obligations under Article IV hereof (other than a failure to
         purchase Securities, which will constitute an Event of Default under
         clause (2) above);

                  (5) the Company fails to comply with any of its agreements in
         the Securities or this Indenture (other than those referred to in (1),
         (2), (3) or (4) above) and such failure continues for 60 days after the
         notice specified below;

                  (6) Indebtedness of the Company or any Restricted Subsidiary
         is not paid within any applicable grace period after final maturity or
         is accelerated by the holders thereof because of a default and the
         total amount of such Indebtedness unpaid or accelerated exceeds $5.0
         million for so long as the 1998 Notes remain outstanding, and
         thereafter exceeds $10.0 million, and the default shall not have been
         cured or the acceleration rescinded within a 10-day period, except with
         respect to Disqualified Stock pursuant to which the exclusive remedy of
         the holders thereof is additional seats on the board of directors of
         the Company or a Subsidiary;

                  (7) the Company or a Significant Subsidiary pursuant to or
         within the meaning of any Bankruptcy Law:

                           (A) commences a voluntary case;

                           (B) consents to the entry of an order for relief
                  against it in an involuntary case;

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

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

                           (E) takes any comparable action under any foreign
                  laws relating to insolvency;

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

                           (A) is for relief against the Company or any
                  Significant Subsidiary in an involuntary case;





                                       69
<PAGE>

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

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

                           (D) any similar relief is granted under any foreign
                  laws;

                  and the order, decree or relief remains unstayed and in effect
                  for 60 days;

                  (9) any judgment or decree for the payment of money in excess
         of $5.0 million for so long as the 1998 Notes remain outstanding, and
         thereafter exceeds $10.0 million, to the extent not covered by
         insurance, is rendered against the Company or a Significant Subsidiary
         and the judgment or decree shall remain undischarged or unstayed for a
         period of 60 days after it becomes final and non-appealable (the
         "judgment default provision"); or

                  (10) the failure of any Subsidiary Guarantee to be in full
         force and effect, except as contemplated by the terms thereof, or the
         denial or disaffirmation by any Subsidiary Guarantor of its obligations
         under this Indenture or any Subsidiary Guarantee if such default
         continues for 10 days.

                  The foregoing will constitute Events of Default whatever the
reason for any such Event of Default and whether it is voluntary or involuntary
or is effected by operation of law or pursuant to any judgment, decree or order
of any court or any order, rule or regulation of any administrative or
governmental body.

                  The term "Bankruptcy Law" means Title 11, United States Code,
or any similar Federal or state law for the relief of debtors. The term
"Custodian" means any receiver, trustee, assignee, liquidator, custodian or
similar official under any Bankruptcy Law.

                  Notwithstanding the foregoing, a Default under Section 6.1(4)
or Section 6.1(5) will not constitute an Event of Default until the Trustee or
the Holders of at least 25% in principal amount of the outstanding Securities
notify the Company of the Default and the Company does not cure such Default
within the time specified in said clause (4) or (5) after receipt of such
notice. Such notice must specify the Default, demand that it be remedied and
state that such notice is a "Notice of Default".

                  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 of Default under clause (6) and any event which with the giving of
notice or the lapse of time would become an Event of Default under clause (4),
(5) or (9), its status and what action the Company is taking or proposes to take
with respect thereto.

                  Section 6.2 Acceleration.

                  (a) If an Event of Default (other than an Event of Default
specified in Section 6.1(7) or (8) with respect to the Company) occurs and is
continuing, the Trustee by notice to the






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<PAGE>

Company, or the Holders of at least 25% in outstanding principal amount of the
Securities by notice to the Company and the Trustee, may declare the principal
of and accrued and unpaid interest on all the Securities to be due and payable.
Upon such a declaration, such principal and interest shall be due and payable
immediately. If an Event of Default specified in Section 6.1(7) or (8) with
respect to the Company occurs and is continuing, the principal of and accrued
and unpaid interest on all the Securities shall ipso facto become and be
immediately due and payable without any declaration or other act on the part of
the Trustee or any Holders. The Holders of a majority in principal amount of the
Securities by notice to the Trustee may rescind an acceleration and its
consequences if the rescission would not conflict with any judgment or decree
and if all existing Events of Default have been cured or waived except
nonpayment of principal or interest that has become due solely because of
acceleration. No such rescission shall affect any subsequent Default or Event of
Default or impair any right consequent thereto.

                  (b) If an Event of Default occurs on or after March 1, 2007 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding payment of the premium that the
Company would have had to pay if the Company then had elected to redeem the
Securities pursuant to Section 3.7 hereof or was required to repurchase the
Securities, then an equivalent premium shall also become and be immediately due
and payable, to the extent permitted by law, upon acceleration of the
Securities, anything in this Indenture or in the Securities to the contrary
notwithstanding.

                  (c) If an Event of Default occurs prior to March 1, 2007 by
reason of any willful action (or inaction) taken (or not taken) by or on behalf
of the Company with the intention of avoiding the prohibition on redemption of
the Securities prior to such date, then, upon acceleration of the Securities, an
additional premium shall also become and be immediately due and payable in an
amount, for each of the years beginning on March 1 of the years set forth below,
as set forth below (expressed as a percentage of the principal amount of the
Securities on the date of payment that would otherwise be due but for the
provisions of this sentence):

<TABLE>
<CAPTION>
        YEAR                                                                               PERCENTAGE
        ----                                                                               ----------
        <S>                                                                                <C>
        2003.............................................................................   10.750%
        2004.............................................................................    9.406%
        2005.............................................................................    8.063%
        2006.............................................................................    6.719%
</TABLE>

                  Section 6.3 Other Remedies. If an Event of Default occurs and
is continuing, the Trustee may pursue any available remedy to collect the
payment of principal of or interest on the Securities or to enforce the
performance of any provision of the Securities or this Indenture.

                  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.
A delay or omission by the Trustee or any Holder in exercising any right or
remedy accruing upon an Event of Default shall not impair the right or remedy or
constitute a waiver of or acquiescence in the Event of Default. No remedy is
exclusive of any other remedy. All available remedies are cumulative.

                  Section 6.4 Waiver of Past Defaults. The Holders of a majority
in outstanding principal amount of the Securities, voting as a single class, by
notice to the Trustee may waive an






                                       71
<PAGE>

existing Default or Event of Default and its consequences except (i) a Default
or Event of Default in the payment of the principal of or interest on a Security
or (ii) a Default or Event of Default in respect of a provision that under
Section 9.2 cannot be amended without the consent of each Holder affected. When
a Default or Event of Default is waived, it is deemed cured, but no such waiver
shall extend to any subsequent or other Default or Event of Default or impair
any consequent right.

                  Section 6.5 Control by Majority. The Holders of a majority in
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 of
exercising any trust or power conferred on the Trustee. However, the Trustee may
refuse to follow any direction that conflicts with law or this Indenture or,
subject to Section 7.1, that the Trustee determines is unduly prejudicial to the
rights of other Holders (it being understood that, subject to Section 7.1, the
Trustee shall have no duty to ascertain whether or not such actions or
forbearances are unduly prejudicial to such Holders) or would involve the
Trustee in personal liability; provided, however, that the Trustee may take any
other action deemed proper by the Trustee that is not inconsistent with such
direction. Prior to taking any action hereunder, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against all losses
and expenses caused by taking or not taking such action.

                  Section 6.6 Limitation on Suits. Except to enforce the right
to receive payment of principal, premium, (if any) or interest when due, a
Holder may not pursue any remedy with respect to this Indenture or the
Securities unless:

                  (1) the Holder has previously given the Trustee written notice
         stating that an Event of Default is continuing;

                  (2) Holders of at least 25% in principal amount of the
         outstanding Securities have made a written request to the Trustee to
         pursue the remedy;

                  (3) such Holder or Holders have offered the Trustee reasonable
         security or indemnity against any loss, liability or expense;

                  (4) the Trustee has not complied with the Holders' request
         within 60 days after receipt of the request and the offer of security
         or indemnity; and

                  (5) the Holders of a majority in principal amount of the
         outstanding Securities have not given the Trustee a direction that, in
         the opinion of the Trustee, is inconsistent with the request during
         such 60-day period.

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

                  Section 6.7 Rights of Holders to Receive Payment.
Notwithstanding any other provision of this Indenture, the right of any Holder
to receive payment of principal of, premium, if any, and interest on the
Securities held by such Holder, on or after the respective due dates expressed
in the Securities, or to bring suit for the enforcement of any such payment on
or after such respective dates, shall not be impaired or affected without the
consent of such Holder.





                                       72
<PAGE>

                  Section 6.8 Collection Suit by Trustee. If an Event of Default
specified in Section 6.1(1) or (2) occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company for the whole amount then due and owing (together with interest on any
unpaid interest to the extent lawful) and the amounts provided for in Section
7.7.

                  Section 6.9 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 and the Holders allowed in
any judicial proceedings relative to the Company, its Subsidiaries or their
respective creditors or properties and, unless prohibited by law or applicable
regulations, may vote on behalf of the Holders in any election of a trustee in
bankruptcy or other Person performing similar functions, and any Custodian in
any such judicial proceeding is hereby authorized by each Holder to make
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 it for the compensation, expenses, disbursements and advances of the
Trustee, its agents and its counsel, and any other amounts due the Trustee under
Section 7.7.

                  Section 6.10 Priorities. If the Trustee collects any money or
property pursuant to this Article VI, it shall pay out the money or property in
the following order:

                  First: costs and expenses of collection, including all sums
         paid or advanced by the Trustee hereunder and the compensation,
         expenses and disbursements of the Trustee, its agents, and counsel and
         all other amounts due to the Trustee under Section 7.7;

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

                  Third:  to the Company.

                  The Trustee may fix a record date and payment date for any
payment to Holders pursuant to this Section 6.10. At least 15 days before such
record date, the Company shall mail to each Holder and the Trustee a notice that
states the record date, the payment date and amount to be paid.

                  Section 6.11 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 6.11 does not apply
to a suit by the Trustee, a suit by a Holder pursuant to Section 6.7 or a suit
by Holders of more than 10% in outstanding principal amount of the Securities.





                                       73
<PAGE>

                                  ARTICLE VII.

                                     TRUSTEE

                  Section 7.1 Duties of Trustee.


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

                  (b) Except during the continuance of an Event of Default: (i)
the Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture and no implied covenants or obligations
shall be read into this Indenture against the Trustee; and (ii) in the absence
of bad faith on its part, the Trustee may conclusively rely, as to the truth of
the statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Trustee and conforming to the
requirements of this Indenture. However, the Trustee shall examine the
certificates and opinions to determine whether or not they conform to the
requirements of this Indenture.

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

                  (1) this paragraph does not limit the effect of Section
         7.1(b);

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

                  (3) the Trustee shall not be liable with respect to any action
         it takes or omits to take in good faith in accordance with a direction
         received by it pursuant to Section 6.5.

                  (d) Every provision of this Indenture that in any way relates
to the Trustee is subject to Sections 7.1(a), 7.1(b) and 7.1(c).

                  (e) The Trustee shall not be liable for interest on any money
received by it except as the Trustee may agree in writing with the Company.

                  (f) Money held in trust by the Trustee need not be segregated
from other funds except to the extent required by law.

                  (g) No provision of this Indenture shall require the Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise 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.





                                       74
<PAGE>


                  (h) 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 7.1 and to the provisions of the TIA.

                  Section 7.2 Rights of Trustee.

                  (a) 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.

                  (b) Before the Trustee acts or refrains from acting, it may
require an Officers' Certificate or an Opinion of Counsel. The Trustee shall not
be liable for any action it takes or omits to take in good faith in reliance on
the Officers' Certificate or Opinion of Counsel.

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

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

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

                  (f) Prior to the occurrence of an Event of Default hereunder
and after the curing or waiving of all Events of Default, the Trustee shall not
be bound to make any investigation into the facts or matters stated in any
resolution, Officer's Certificate, or other certificated statement, instrument,
opinion, report, notice, request, consent, order, approval, appraisal, bond,
debenture, note, coupon, security, or other paper or document unless requested
in writing so to do by the Holders of not less than a majority in aggregate
principal amount of the Securities then outstanding, voting as a single class;
provided that, if the payment within a reasonable time to the Trustee of the
costs, expenses or liabilities likely to be incurred by it in the making of such
investigation is, in the opinion of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the terms of this Indenture, the
Trustee may require reasonable indemnity or security against such expenses or
liabilities as a condition to proceeding; the reasonable expenses of every such
examination shall be paid by the Company or, if advanced by the Trustee, shall
be repaid by the Company upon demand.

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

                  (h) The Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any covenants, conditions, or agreements on
the part of the Company, except as otherwise set forth herein, but the Trustee
may require of the Company full information and advice as to the performance of
the covenants, conditions and agreements contained herein and






                                       75
<PAGE>

shall be entitled in connection herewith to examine the books, records and
premises of the Company.

                  (i) The permissive rights of the Trustee to do things
enumerated in this Indenture shall not be construed as a duty and the Trustee
shall not be answerable for other than its negligence or willful default.

                  (j) Except for (i) a default under Sections 6.1(1) or (2)
hereof, or () any other event of which the Trustee has "actual knowledge" and
which event, with the giving of notice or the passage of time or both, would
constitute an Event of Default under this Indenture, the Trustee shall not be
deemed to have notice of any default or event unless specifically notified in
writing of such event by the Company or the Holders of not less than 25% in
aggregate principal amount of the Securities Outstanding; as used herein, the
term "actual knowledge" means the actual fact or statement of knowing, without
any duty to make any investigation with regard thereto.

                  Section 7.3 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 Trustee. Any Paying Agent, Registrar, co-registrar
or co-paying agent may do the same with like rights. However, the Trustee must
comply with Sections 7.10 and 7.11.

                  Section 7.4 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 not be accountable for the Company's
use of the proceeds from the Securities, it shall not be responsible for the use
or application of any money received by any Paying Agent (other than itself as
Paying Agent), and it shall not be responsible for any statement of the Company
in this Indenture or in any document issued in connection with the sale of the
Securities or in the Securities other than the Trustee's certificate of
authentication.

                  Section 7.5 Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if a Trust Officer has actual knowledge
thereof, the Trustee shall mail to each Holder notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium, if any, or interest on, any
Security (including payments pursuant to the optional redemption or required
repurchase provisions of such Security, if any), the Trustee may withhold the
notice if and so long as its board of directors, the Executive Committee of its
board of directors or a committee of its Trust Officers in good faith determines
that withholding the notice is in the interests of Holders.

                  Section 7.6 Reports by Trustee to Holders.

                  (a) As promptly as practicable after each June 15 beginning
with the June 15 following the date of this Indenture, and in any event prior to
July 15 in each year, the Trustee shall mail to each Holder a brief report dated
that complies with TIA Section 313(a). The Trustee also shall comply with TIA
Section 313(b). The Trustee shall also transmit by mail all reports required by
TIA Section 313(c).





                                       76
<PAGE>

                  (b) A copy of each report at the time of its mailing to
Holders shall be filed by the Company with the SEC and each stock exchange (if
any) on which the Securities are listed. The Company agrees to notify promptly
the Trustee whenever the Securities become listed on any stock exchange and of
any delisting thereof.

                  Section 7.7 Compensation and Indemnity.

                  (a) The Company shall pay to the Trustee from time to time,
and the Trustee shall be entitled to, compensation for its services as set forth
in a separate fee agreement between the Trustee and the Company. The Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Company shall reimburse the Trustee upon request for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, costs of preparing and reviewing reports, certificates and other
documents, costs of preparation and mailing of notices to Holders and reasonable
costs of counsel retained by the Trustee in connection with the delivery of an
Opinion of Counsel or otherwise, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Company shall indemnify and hold harmless the Trustee (in its
individual and trustee capacities) and its officers, directors and agents
against any and all loss, liability, claims, action, suit, cost or expense
(including reasonable attorneys' fees) of any kind and nature whatsoever
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
enforcing this Indenture (including this Section 7.7) and of defending itself
against any claims (whether asserted by any Holder, the Company or otherwise).
The Trustee shall notify the Company promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Company shall not relieve the
Company of its obligations hereunder. The Company shall defend the claim and the
Trustee may have separate counsel and the Company shall pay the fees and
expenses of such counsel. The Company need not reimburse any expense or
indemnify against any loss, liability claim, again, suit, cost or expense
incurred by the Trustee through the Trustee's own willful misconduct or
negligence.

                  (b) To secure the Company's payment obligations in this
Section 7.7, the Trustee shall have a lien prior to the Securities on all money
or property held or collected by the Trustee other than money or property held
in trust to pay principal of and interest on particular Securities. The
Trustee's right to receive payment of any amounts due under this Section 7.7
shall not be subordinate to any other liability or indebtedness of the Company.

                  (c) The Company's payment obligations pursuant to this Section
7.7 shall survive the discharge of this Indenture and the resignation or removal
of the Trustee. When the Trustee incurs expenses after the occurrence of a
Default specified in Section 6.1(7) or (8) with respect to the Company, the
expenses are intended to constitute expenses of administration under any
Bankruptcy Law.

                  Section 7.8 Replacement of Trustee.

                  (a) A resignation or removal of the Trustee and appointment of
a successor Trustee will become effective only upon the successor Trustee's
acceptance of appointment as provided in this Section 7.8.





                                       77
<PAGE>


                  (b) The Trustee may resign at any time by so notifying the
Company. The Holders of a majority in outstanding principal amount of the
Securities may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Company shall remove the Trustee if: (i) the Trustee
fails to comply with Section 7.10; (ii) the Trustee is adjudged bankrupt or
insolvent; (iii) a receiver or other public officer takes charge of the Trustee
or its property; or (iv) the Trustee otherwise becomes incapable of acting.

                  (c) If the Trustee resigns or is removed by the Company or by
the Holders of a majority in outstanding principal amount of the Securities and
such Holders do not reasonably promptly appoint a successor Trustee, or if a
vacancy exists in the office of Trustee for any reason (the Trustee in such
event being referred to herein as the retiring Trustee), the Company shall
promptly appoint a successor Trustee.

                  (d) A successor Trustee shall deliver a written acceptance of
its appointment to the retiring Trustee and to the Company. Thereupon the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to the Holders. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee, subject to the lien
provided for in Section 7.7.

                  (e) If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee or the
Holders of 10% in outstanding principal amount of the Securities may petition
any court of competent jurisdiction for the appointment of a successor Trustee.

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

                  (g) Notwithstanding the replacement of the Trustee pursuant to
this Section 7.8, the Company's obligations under Section 7.7 shall continue for
the benefit of the retiring Trustee.

                  Section 7.9 Successor Trustee by Merger.

                  (a) If the Trustee consolidates with, merges or converts into,
or transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation or banking association without any further act shall be
the successor Trustee.

                  (b) If at the time such successor or successors by merger,
conversion or consolidation to the Trustee shall succeed to the trusts created
by this Indenture, any of the Securities shall have been authenticated but not
delivered, any such successor to the Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Securities so
authenticated; and if at that time any of the Securities shall not have been
authenticated, any successor to the Trustee may authenticate such Securities
either in the name of any predecessor hereunder or in the name of the successor
to the Trustee; and in all such cases such certificates




                                       78
<PAGE>

shall have the full force which it is anywhere in the Securities or in this
Indenture provided that the certificate of the Trustee shall have.

                  Section 7.10 Eligibility; Disqualification. The Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition. The Trustee shall comply with
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities or certificates of interest or participation in other securities of
the Company are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

                  Section 7.11 Preferential Collection of Claims Against
Company. The Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). A Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

                                 ARTICLE VIII.

                       DISCHARGE OF INDENTURE; DEFEASANCE

                  Section 8.1 Discharge of Liability on Securities; Defeasance.

                  (a) When (i) the Company delivers to the Trustee all
outstanding Securities (other than Securities replaced pursuant to Section 2.7)
for cancellation or (ii) all outstanding Securities have become due and payable,
whether at maturity or as a result of the mailing of a notice of redemption
pursuant to Article III hereof and the Company irrevocably deposits with the
Trustee funds sufficient to pay at maturity or upon redemption all outstanding
Securities (other than Securities replaced pursuant to Section 2.7), including
interest thereon to maturity or such redemption date, and if in either case the
Company pays all other sums payable hereunder by the Company, then this
Indenture shall, subject to Section 8.1(c), cease to be of further effect. The
Trustee shall acknowledge satisfaction and discharge of this Indenture on demand
of the Company (accompanied by an Officers' Certificate and an Opinion of
Counsel stating that all conditions precedent specified herein relating to the
satisfaction and discharge of this Indenture have been complied with) and at the
cost and expense of the Company.

                  (b) Subject to Sections 8.1(c) and 8.2, the Company at any
time may terminate (i) all its obligations under the Securities and this
Indenture and all obligations of the Subsidiary Guarantors under the Subsidiary
Guarantee and this Indenture ("legal defeasance option") or (ii) its obligations
under Sections 4.3 through 4.13, 5.1(c) and the operation of Sections 6.1(4),
6.1(5), 6.1(6), 6.1(7), 6.8 (but only with respect to a Significant Subsidiary)
and 6.1(9) (but only with respect to a Significant Subsidiary) ("covenant
defeasance option"); provided, however, no deposit under this Article VIII shall
be effective to terminate the obligations of the Company under the Securities or
this Indenture prior to 123 days following any such deposit. The Company may
exercise its legal defeasance option notwithstanding its prior exercise of its
covenant defeasance option.



                                       79
<PAGE>

                  If the Company exercises its legal defeasance option, payment
of the Securities may not be accelerated because of an Event of Default. If the
Company exercises its covenant defeasance option, payment of the Securities may
not be accelerated because of an Event of Default specified in Sections 6.1(4),
6.1(5), 6.1(6) or 6.1(7) (but only with respect to a Significant Subsidiary),
6.1(8) (but only with respect to a Subsidiary) or 6.1(9) or because of the
failure of the Company to comply with Section 5.1(3) and Section 5.1(4).

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

                  (c) Notwithstanding the provisions of Sections 8.1(a) and (b),
the Company's obligations in Sections 2.3, 2.4, 2.5, 2.6, 2.7, 7.7, 7.8, 8.4,
8.5 and 8.6 shall survive until the Securities have been paid in full.
Thereafter, the Company's obligations in Sections 7.7, 8.4 and 8.5 shall
survive.

                  Section 8.2 Conditions to Defeasance. The Company may exercise
its legal defeasance option or its covenant defeasance option only if:

                  (1) the Company irrevocably deposits in trust (the "defeasance
         trust") with the Trustee, for the benefit of the Holders, cash or U.S.
         Government Obligations for the payment of principal, premium, if any,
         and interest on the Securities to maturity or redemption, as the case
         may be;

                  (2) the Company delivers to the Trustee a certificate from a
         nationally recognized firm of independent accountants expressing their
         opinion that the payments of principal, interest and premium, if any,
         when due and without reinvestment of the deposited U.S. Government
         Obligations plus any deposited money without reinvestment will provide
         cash at such times and in such amounts as will be sufficient to pay
         principal, interest and premium, if any, when due on all the Securities
         to maturity or redemption, as the case may be;

                  (3) (A) no Event of Default (excluding a Default or Event of
         Default arising from breach of Section 4.3 as a result of the borrowing
         of funds to be applied to such deposit) shall have occurred or be
         continuing on the date of such deposit and (B) 123 days pass after the
         deposit is made and during the 123-day period no Default specified in
         Section 6.1(7) or 6.1(8) with respect to the Company occurs which is
         continuing at the end of such period;

                  (4) the deposit does not constitute a default under any other
         agreement binding on the Company;

                  (5) the Company delivers to the Trustee an Opinion of Counsel
         to the effect that the trust resulting from the deposit does not
         constitute, or is qualified as, a regulated investment company under
         the Investment Company Act of 1940;

                  (6) in the case of the legal defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel stating that
         (A) the Company has received from, or




                                       80
<PAGE>

         there has been published by, the Internal Revenue Service a ruling, or
         (B) since the date hereof there has been a change in the applicable
         Federal income tax law, in either case to the effect that, and based
         thereon such Opinion of Counsel shall confirm that, the Holders will
         not recognize income, gain or loss for Federal income tax purposes as a
         result of such defeasance and will be subject to Federal income tax on
         the same amounts, in the same manner and at the same times as would
         have been the case if such legal defeasance had not occurred;

                  (7) in the case of the covenant defeasance option, the Company
         shall have delivered to the Trustee an Opinion of Counsel to the effect
         that the Holders will not recognize income, gain or loss for Federal
         income tax purposes as a result of such covenant defeasance and will be
         subject to Federal income tax on the same amounts, in the same manner
         and at the same times as would have been the case if such covenant
         defeasance had not occurred;

                  (8) The Holders shall have a perfected security interest under
         applicable law in the cash or U.S. Government Obligations deposited
         pursuant to Section 8.2(i) above;

                  (9) The Company shall have delivered to the Trustee an Opinion
         of Counsel, in form and substance reasonably satisfactory to the
         Trustee, to the effect that, after the passage of 123 days following
         the deposit, the trust funds will not be subject to any applicable
         bankruptcy, insolvency, reorganization or similar law affecting
         creditors' rights generally; (10) such defeasance shall not cause the
         Trustee to have a conflicting interest with respect to any securities
         of the Company; and

                  (11) the Company delivers to the Trustee an Officers'
         Certificate and an Opinion of Counsel, each stating that all conditions
         precedent to the defeasance and discharge of the Securities and this
         Indenture as contemplated by this Article VIII have been complied with.

                  Before or after a deposit, the Company may make arrangements
satisfactory to the Trustee for the redemption of Securities at a future date in
accordance with Article III.

                  Section 8.3 Application of Trust Money. The Trustee shall hold
in trust money or U.S. Government Obligations deposited with it pursuant to this
Article VIII. It shall apply the deposited money and the money from U.S.
Government Obligations through the Paying Agent and in accordance with this
Indenture to the payment of principal of and interest and premium, if any, on
the Securities.

                  Section 8.4 Repayment to Company. The Trustee and the Paying
Agent shall promptly turn over to the Company upon request any excess money or
securities held by them upon payment of all the obligations under this
Indenture. Subject to any applicable abandoned property law, the Trustee and the
Paying Agent shall pay to the Company upon request any money held by them for
the payment of principal of, interest or premium, if any, on the Securities that
remains unclaimed for two years, and, thereafter, Holders entitled to the money
must look to the Company for payment as general creditors; provided, however,
that the Trustee




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<PAGE>

or such Paying Agent, before being required to make any such repayment, may at
the expense of the Company cause to be published once, in the New York Times and
The Wall Street Journal (national edition), notice that such money remains
unclaimed and that, after a date specified therein, which will not be less than
30 days from the date of such notification or publication, any unclaimed balance
of such money then remaining will be repaid to the Company.

                  Section 8.5 Indemnity for U.S. Government Obligations. The
Company shall pay and shall indemnify the Trustee against any tax, fee or other
charge imposed on or assessed against deposited U.S. Government Obligations or
the principal and interest received on such U.S. Government Obligations.

                  Section 8.6 Reinstatement. If the Trustee or Paying Agent is
unable to apply any money or U.S. Government Obligations in accordance with this
Article VIII 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 obligations of the Company and the
Subsidiary Guarantors under this Indenture and the Securities shall be revived
and reinstated as though no deposit had occurred pursuant to this Article VIII
until such time as the Trustee or Paying Agent is permitted to apply all such
money or U.S. Government Obligations in accordance with this Article VIII;
provided, however, that, if the Company has made any payment of interest on or
principal of 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 IX.

                                   AMENDMENTS

                  Section 9.1 Without Consent of Holders. The Company and the
Trustee may amend this Indenture or the Securities without notice to or consent
of any Holder:

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

                  (2) to provide for the assumption by a Successor Company of
         the obligations of the Company under this Indenture and the Securities
         or the obligations of a Subsidiary Guarantor under its Subsidiary
         Guarantee;

                  (3) to provide for uncertificated Securities in addition to or
         in place of certificated Securities; provided, however, that the
         uncertificated Securities are issued in registered form for purposes of
         Section 163(f) of the Code or in a manner such that the uncertificated
         Securities are described in Section 163(f)(2)(B) of the Code;

                  (4) to add Guarantees with respect to the Securities;

                  (5) to secure the Securities;

                  (6) to add to the covenants of the Company for the benefit of
         the Holders or to surrender any right or power herein conferred upon
         the Company;



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<PAGE>

                  (7) to comply with any requirement of the SEC in connection
         with qualifying this Indenture under the TIA;

                  (8) to make any change that does not adversely affect the
         rights of any Holder;

                  (9) to provide for the issuance of the Exchange Securities,
         which will have terms substantially identical in all respects to the
         Initial Securities (except that the transfer restrictions contained in
         the Initial Securities will be modified or eliminated, as appropriate),
         and which will be treated, together with any outstanding Initial
         Securities, as a single issue of securities;

                  (10) to provide for the issuance of Additional Securities in
         accordance with this Indenture; or

                  (11) to conform the text of this Indenture, the Subsidiary
         Guarantees or the Securities to any provision of the "Description of
         Notes" in the February 21, 2003 Offering Circular relating to the
         Initial Securities to the extent that such provision in the Description
         of Notes was intended to be a verbatim recitation of a provision of
         this Indenture, the Subsidiary Guarantees or the Securities.

                  After an amendment under this Section 9.1 becomes effective,
the Company shall mail to each Holder a notice briefly describing such
amendment. The failure to give such notice to all Holders, or any defect
therein, shall not impair or affect the validity of an amendment under this
Section 9.1.

                  Section 9.2 With Consent of Holders. The Company and the
Trustee may amend or supplement this Indenture or the Securities with the
written consent of the Holders of at least a majority in outstanding principal
amount of the Securities, voting as a single class. However, without the consent
of each Holder, an amendment may not:

                  (1) reduce the principal amount of Securities whose Holders
         must consent to an amendment;

                  (2) reduce the rate of or extend the time for payment of
         interest on any Security;

                  (3) reduce the principal of or extend the Stated Maturity of
         any Security;

                  (4) reduce the premium payable upon the redemption or
         repurchase of any Security or change the time at which any Security may
         be redeemed or repurchased in accordance with Section 3.7 of this
         Indenture;

                  (5) make any Security payable in currency other than that
         stated in the Security;

                  (6) impair the right of any holder to receive payment of
         principal, interest and premium (including the amount of premium), if
         any, on such holder's Securities on or after the due dates therefor
         (other than a repurchase required by Section 4.6 or 4.8 hereof or to
         institute suit for the enforcement of any payment on or with respect to
         such holder's Securities); or



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<PAGE>

                  (7) make any change in Section 6.4 or 6.7 or the second
         sentence of this Section 9.2.

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

                  A consent to any amendment or waiver under this Indenture by
any holder of Securities given in connection with a tender of such holder's
Securities will not be rendered invalid by such tender.

                  After an amendment under this Section 9.2 becomes effective,
the Company shall mail to Holders a notice briefly describing such amendment.
The failure to give such notice to all Holders, or any defect therein, shall not
impair or affect the validity of an amendment under this Section 9.2.

                  Section 9.3 Compliance with Trust Indenture Act. Every
amendment to this Indenture or the Securities shall comply with the TIA as then
in effect.

                  Section 9.4 Revocation and Effect of Consents and Waivers. A
consent to an amendment or a waiver by a Holder of a Security shall bind the
Holder and every subsequent Holder of that Security or portion of the Security
that evidences the same debt as the consenting Holder's Security, even if
notation of the consent or waiver is not made on the Security. However, any such
Holder or subsequent Holder may revoke the consent or waiver as to such Holder's
Security or portion of the Security if the Trustee receives the notice of
revocation before the date the amendment or waiver becomes effective. After an
amendment or waiver becomes effective, it shall bind every Holder.

                  The Company may, but shall not be obligated to, fix a record
date for the purpose of determining the Holders entitled to give their consent
or take any other action described above or required or permitted to be taken
pursuant to this Indenture. If a record date is fixed, then notwithstanding 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 give such consent or to revoke any consent previously given or to
take any such action, whether or not such Persons continue to be Holders after
such record date. No such consent shall become valid or effective more than 120
days after such record date.

                  Section 9.5 Notation on or Exchange of Securities. If an
amendment changes the terms of a Security, the Trustee may require the Holder of
the Security to deliver it to the Trustee. The Trustee may place an appropriate
notation on the Security regarding the changed terms and return it to the
Holder. 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. Failure to make the appropriate
notation or to issue a new Security shall not affect the validity of such
amendment.

                  Section 9.6 Trustee To Sign Amendments. The Trustee shall sign
any amendment authorized pursuant to this Article IX if the amendment does not
adversely affect the rights, duties, liabilities or immunities of the Trustee.
If it does, the Trustee may but need not




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sign it. In signing such amendment the Trustee shall be entitled to receive
indemnity reasonably satisfactory to it and to receive, and (subject to Section
7.1) shall be fully protected in relying upon, an Officers' Certificate and an
Opinion of Counsel stating (i) that such amendment is authorized or permitted by
this Indenture that all conditions precedent have been met, (ii) that all
conditions precedent have been met and (iii) that no Default or Event of
Default will occur as a result of the execution of such amendment.

                                   ARTICLE X.

                              SUBSIDIARY GUARANTEE

                  Section 10.1 Subsidiary Guarantee. Each Subsidiary Guarantor
which becomes a party hereto by executing and delivering a supplement to this
Indenture pursuant to Section 4.10 hereby, jointly and severally,
unconditionally and irrevocably, Guarantees to each Holder and to the Trustee
and its successors and assigns (i) the full and punctual payment of principal
of, premium (if any) and interest on the Securities when due, whether at
maturity, by acceleration, by redemption or otherwise, and all other monetary
obligations owing of the Company under this Indenture (including obligations
owing to the Trustee) and the Securities and (ii) the full and punctual
performance within applicable grace periods of all other obligations of the
Company under this Indenture and the Securities (all the foregoing being
hereinafter collectively called the "Obligations"). The Subsidiary Guarantors
further agree that the Obligations may be extended or renewed, in whole or in
part, without notice or further assent from the Subsidiary Guarantors, and that
the Subsidiary Guarantors will remain bound under this Article X notwithstanding
any extension or renewal of any Obligation.

                  The Subsidiary Guarantors waive presentation to, demand of,
payment from and protest to the Company of any of the Obligations and also waive
notice of protest for nonpayment. The Subsidiary Guarantors waive notice of any
default under the Securities or the Obligations. The obligations of the
Subsidiary Guarantors hereunder shall not be affected by (i) the failure of any
Holder or the Trustee to assert any claim or demand or to enforce any right or
remedy against the Company or any other Person under this Indenture, the
Securities or any other agreement or otherwise; (ii) any extension or renewal of
any Obligation; (iii) any rescission, waiver, amendment, modification or
supplement of any of the terms or provisions of this Indenture (other than this
Article X), the Securities or any other agreement; (iv) the release of any
security held by any Holder or the Trustee for the Obligations or any of them;
(v) the failure of any Holder or the Trustee to exercise any right or remedy
against any other guarantor of the Obligations; or (vi) any change in the
ownership of the Company.

                  The Subsidiary Guarantors further agree that their Guarantees
herein constitute a guarantee of payment, performance and compliance when due
(and not a guarantee of collection) and waive any right to require that any
resort be had by any Holder or the Trustee to any security held for payment of
the Obligations.

                  The obligations of the Subsidiary Guarantors hereunder shall
not be subject to any reduction, limitation, impairment or termination for any
reason, including any claim of waiver, release, surrender, alteration or
compromise, and shall not be subject to any defense, setoff, counterclaim,
recoupment or termination whatsoever or by reason of the invalidity, illegality
or unenforceability of the Obligations or otherwise. Without limiting the
generality of the




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<PAGE>

foregoing, the obligations of the Subsidiary Guarantors herein shall not be
discharged or impaired or otherwise affected by the failure of any Holder or the
Trustee to assert any claim or demand or to enforce any remedy under this
Indenture, the Securities or any other agreement, by any waiver or modification
of any thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Obligations, or by any other act or thing or omission or
delay to do any other act or thing which may or might in any manner or to any
extent vary the risk of the Subsidiary Guarantors or would otherwise operate as
a discharge of the Subsidiary Guarantors as a matter of law or equity.

                  The Subsidiary Guarantors further agree that their Guarantees
herein shall continue to be effective or be reinstated, as the case may be, if
at any time payment, or any part thereof, of any Obligation is rescinded or must
otherwise be restored by any Holder or the Trustee upon the bankruptcy or
reorganization of the Company or otherwise.

                  In furtherance of the foregoing and not in limitation of any
other right which any Holder or the Trustee has at law or in equity against the
Subsidiary Guarantors by virtue hereof, upon the failure of the Company to pay
any Obligation when and as the same shall become due, whether at maturity, by
acceleration, by redemption or otherwise, or to perform or comply with any other
Obligation, the Subsidiary Guarantors hereby promise to and will, upon receipt
of written demand by the Trustee, forthwith pay, or cause to be paid, in cash,
to the Holders or the Trustee an amount equal to the sum of (i) the unpaid
principal amount of such Obligations, (ii) accrued and unpaid interest on such
Obligations (but only to the extent not prohibited by law) and (iii) all other
monetary Obligations of the Company to the Holders and the Trustee.

                  The Subsidiary Guarantors agree that, as between the
Subsidiary Guarantors, on the one hand, and the Holders and the Trustee, on the
other hand, (x) the maturity of the Obligations guaranteed hereby may be
accelerated as provided in Article VI for the purposes of the Guarantee herein,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the Obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such Obligations as provided in
Article VI, such Obligations (whether or not due and payable) shall forthwith
become due and payable by the Subsidiary Guarantors for the purposes of this
Section 10.1.

                  The Subsidiary Guarantors also agree to pay any and all costs
and expenses (including reasonable attorneys' fees) incurred by the Trustee or
any Holder in enforcing any rights under this Section 10.1.

                  Section 10.2 Limitation on Liability. Each Subsidiary
Guarantor, and by its acceptance of Securities, each Holder, hereby confirms
that it is the intention of all such parties that the Guarantee of such
Subsidiary Guarantor not constitute a fraudulent transfer or conveyance for
purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Guarantee. To effectuate the foregoing intention, the Trustee,
the Holders and the Subsidiary Guarantors hereby irrevocably agree that the
obligations of such Subsidiary Guarantor will be limited to the maximum amount
that will, after giving effect to such maximum amount and all other contingent
and fixed liabilities of such Subsidiary Guarantor that are relevant under such
laws, and after giving effect to any collections from, rights to receive



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<PAGE>

contribution from or payments made by or on behalf of any other Subsidiary
Guarantor in respect of the obligations of such other Subsidiary Guarantor under
this Article X, result in the obligations of such Subsidiary Guarantor under its
Guarantee not constituting a fraudulent transfer or conveyance.

                  Section 10.3 Execution and Delivery of Subsidiary Guarantee.
To evidence its Guarantee set forth in Section 10.1, each Subsidiary Guarantor
hereby agrees that a notation of such Guarantee substantially in the form
attached as Exhibit D hereto will be endorsed by an Officer of such Subsidiary
Guarantor on each Security authenticated and delivered by the Trustee and that
this Indenture will be executed on behalf of such Subsidiary Guarantor by one of
its Officers.

                  Each Subsidiary Guarantor hereby agrees that its Guarantee set
forth in Section 10.1 will remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Guarantee. If an Officer
whose signature is on this Indenture or on the Guarantee no longer holds that
office at the time the Trustee authenticates the Security on which a Guarantee
is endorsed, the Guarantee will be valid nevertheless.

                  The delivery of any Security by the Trustee, after the
authentication thereof hereunder, will constitute due delivery of the Guarantee
set forth in this Indenture on behalf of the Subsidiary Guarantors.

                  In the event that the Company creates or acquires any Domestic
Subsidiary after the date of this Indenture, or a Subsidiary becomes a Domestic
Subsidiary, the Company will cause such Domestic Subsidiary to comply with the
provisions of Section 4.10 hereof and this Article 10, to the extent applicable.

                  Section 10.4 Successors and Assigns.

                  (a) This Article X shall be binding upon the Subsidiary
Guarantors and their successors and assigns and shall enure to the benefit of
the successors and assigns of the Trustee and the Holders and, in the event of
any transfer or assignment of rights by any Holder or the Trustee, the rights
and privileges conferred upon that party in this Indenture and in the Securities
shall automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions of this Indenture.

                  (b) Notwithstanding the foregoing, all obligations of a
Subsidiary Guarantor under this Article X shall be automatically and
unconditionally released and discharged, without any further action required on
the part of the Trustee or any Holder, upon (i) the unconditional release of
such Subsidiary from its liability in respect of the Indebtedness in connection
with which it became a Subsidiary Guarantor hereunder pursuant to Section 4.10;
or (ii) any sale or other disposition (by merger or otherwise) to any Person
which is not a Subsidiary of the Company, of all of the Capital Stock in, or all
or substantially all of the assets of, such Subsidiary Guarantor; provided that
(i) such sale or disposition of such Capital Stock or assets is otherwise in
compliance with this Indenture and (ii) such Subsidiary Guarantor has been
unconditionally released from its liability in respect of the Indebtedness in
connection with which it became a Subsidiary Guarantor hereunder pursuant to
Section 4.10.



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<PAGE>

                  Section 10.5 No Waiver. Neither a failure nor a delay on the
part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article X shall operate as a waiver thereof, nor shall a
single or partial exercise thereof preclude any other or further exercise of any
right, power or privilege. The rights, remedies and benefits of the Trustee and
the Holders herein expressly specified are cumulative and not exclusive of any
other rights, remedies or benefits which either may have under this Article X at
law, in equity, by statute or otherwise.

                  Section 10.6 Right of Contribution. Each Subsidiary Guarantor
hereby agrees that to the extent that a Subsidiary Guarantor shall have paid
more than its proportionate share of any payment made hereunder, such Subsidiary
Guarantor shall be entitled to seek and receive contribution from and against
any other Subsidiary Guarantor hereunder who has not paid its proportionate
share of such payment. Each Subsidiary Guarantor's right of contribution shall
be subject to the terms and conditions of Section 10.6. The provisions of this
Section 10.5 shall in no respect limit the obligations and liabilities of any
Subsidiary Guarantor to the Trustee and the Holders and each Subsidiary
Guarantor shall remain liable to the Trustee and the Holders for the full amount
guaranteed by such Subsidiary Guarantor hereunder.

                  Section 10.7 No Subrogation. Notwithstanding any payment or
payments made by any of the Subsidiary Guarantors hereunder, no Subsidiary
Guarantor shall be entitled to be subrogated to any of the rights of the Trustee
or any Holder against the Company or any other Subsidiary Guarantor or any
collateral security or guarantee or right of offset held by the Trustee or any
Holder for the payment of the Obligations, nor shall any Subsidiary Guarantor
seek or be entitled to seek any contribution or reimbursement from the Company
or any other Subsidiary Guarantor in respect of payments made by such Subsidiary
Guarantor hereunder, until all amounts owing to the Trustee and the Holders by
the Company on account of the Obligations are paid in full. If any amount shall
be paid to any Subsidiary Guarantor on account of such subrogation rights at any
time when all of the Obligations shall not have been paid in full, such amount
shall be held by such Subsidiary Guarantor in trust for the Trustee and the
Holders, segregated from other funds of such Subsidiary Guarantor, and shall,
forthwith upon receipt by such Subsidiary Guarantor, be turned over to the
Trustee in the exact form received by such Subsidiary Guarantor (duly indorsed
by such Subsidiary Guarantor to the Trustee, if required), to be applied against
the Obligations.

                  Section 10.8 Modification. No modification, amendment or
waiver of any provision of this Article X, nor the consent to any departure by
the Subsidiary Guarantors therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose for
which given. No notice to or demand on the Subsidiary Guarantors in any case
shall entitle the Subsidiary Guarantors to any other or further notice or demand
in the same, similar or other circumstances.



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<PAGE>

                                  ARTICLE XI.

                                  MISCELLANEOUS

                  Section 11.1 Trust Indenture Act Controls. If any provision of
this Indenture limits, qualifies or conflicts with another provision which is
required to be included in this Indenture by the TIA, the provision required by
the TIA shall control.

                  Section 11.2 Notices. Any notice or communication shall be in
         writing and delivered in person or mailed by first-class mail addressed
         as follows:

                           if to the Company:

                           Doane Pet Care Company
                           210 Westwood Place South, Suite 400
                           Brentwood, Tennessee 37027
                           Attention: Chief Financial Officer

                           With a copy to:

                           Doane Pet Care Company
                           210 Westwood Place South, Suite 400
                           Brentwood, Tennessee 37027
                           Attention: General Counsel

                           if to the Subsidiary Guarantors:

                           Doane Pet Care Company
                           210 Westwood Place South, Suite 400
                           Brentwood, Tennessee 37027
                           Attention: Chief Financial Officer

                           With a copy to:

                           Doane Pet Care Company
                           210 Westwood Place South, Suite 400
                           Brentwood, Tennessee 37027
                           Attention: General Counsel

                           if to the Trustee:

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



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<PAGE>

                  The Company, any of the Subsidiary Guarantors, or the Trustee
by notice to the others may designate additional or different addresses for
subsequent notices or communications.

                  Any notice or communication mailed to a Holder shall be mailed
to the Holder at the Holder's address as it appears on the registration books of
the Registrar. Any notice or communication to a Holder will be mailed by first
class mail, certified or registered, return receipt requested, or by overnight
air courier guaranteeing next day delivery to its address shown on the register
kept by the Registrar.

                  Failure to mail a notice or communication to a Holder or any
defect in it shall not affect its sufficiency with respect to other Holders. If
a notice or communication is mailed in the manner provided above, it is duly
given, whether or not the addressee receives it.

                  Section 11.3 Communication by Holders with other Holders.
Holders may communicate pursuant to TIA Section 312(b) with other Holders with
respect to their rights under this Indenture or the Securities. The Company, the
Trustee, the Registrar and anyone else shall have the protection of TIA Section
312(c).

                  Section 11.4 Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
or refrain from taking any action under this Indenture, the Company shall, if
requested, furnish to the Trustee: (i) an Officers' Certificate in form and
substance reasonably satisfactory to the Trustee stating that, in the opinion of
the signers, all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with; and (ii) an Opinion of
Counsel in form and substance reasonably satisfactory to the Trustee stating
that, in the opinion of such counsel, all such conditions precedent have been
complied with.

                  Section 11.5 Statements Required in Certificate or Opinion.
Each certificate or opinion with respect to compliance with a covenant or
condition provided for in this Indenture shall include: (i) a statement that the
individual 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 statements or opinions contained in such
certificate or opinion are based; (iii) a statement that, in the opinion of such
individual, 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 individual, such covenant or condition has been complied
with.

                  Section 11.6 When Securities Disregarded. In determining
whether the Holders of the required principal amount of Securities have
concurred in any direction, waiver or consent, Securities owned by the Company
or by any Person directly or indirectly controlling or controlled by or under
direct or indirect common control with the Company shall be disregarded and
deemed not to be outstanding, except that, for the purpose of determining
whether the Trustee shall be protected in relying on any such direction, waiver
or consent, only Securities which the Trustee 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.



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<PAGE>

                  Section 11.7 Legal Holidays. A "Legal Holiday" is a Saturday,
a Sunday or a day on which banking institutions are not required to be open in
the State of New York or in the State of Delaware. If a payment date is a Legal
Holiday, payment shall be made on the next succeeding day that is not a Legal
Holiday, and no interest shall accrue for the intervening period. If a regular
record date is a Legal Holiday, the record date shall not be affected.

                  Section 11.8 Governing Law. THE INTERNAL LAW OF THE STATE OF
NEW YORK WILL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE SECURITIES AND
THE GUARANTEES WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF
LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD
BE REQUIRED THEREBY.

                  Section 11.9 No Personal Liability of Directors, Officers,
Employees and Stockholders. No director, officer, employee, incorporator or
stockholder, as such, of the Company or any Subsidiary Guarantor shall have any
liability for any obligations of the Company under the Securities, this
Indenture or the Subsidiary Guarantees or for any claim based on, in respect of
or by reason of such obligations or their creation. By accepting a Security,
each Holder shall waive and release all such liability. The waiver and release
shall be part of the consideration for the issue of the Securities.

                  Section 11.10 Successors. All agreements of the Company and
the Subsidiary Guarantors in this Indenture and the Securities shall bind their
respective successors. All agreements of the Trustee in this Indenture shall
bind its successors.

                  Section 11.11 Multiple Originals; Counterparts. 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. One signed copy
is enough to prove this Indenture. This Indenture may be executed in multiple
counterparts which, when taken together, shall constitute one instrument.

                  Section 11.12 Severability. In case any provision in this
Indenture or in the Securities is invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions will not in
any way be affected or impaired thereby.

                  Section 11.13 Variable Provisions. The Company initially
appoints the Trustee as Paying Agent and Registrar and custodian with respect to
any Global Securities.

                  Section 11.14 Qualification of Indenture. The Company shall
qualify this Indenture under the TIA in accordance with the terms and conditions
of the Registration Rights Agreement and shall pay all reasonable costs and
expenses (including attorneys' fees for the Company, the Trustee and the
Holders) incurred in connection therewith, including, but not limited to, costs
and expenses of qualification of this Indenture and the Securities and printing
this Indenture and the Securities. The Trustee shall be entitled to receive from
the Company any such Officers' Certificates, Opinions of Counsel or other
documentation as it may reasonably request in connection with any such
qualification of this Indenture under the TIA.

                  Section 11.15 Table of Contents; Headings. The table of
contents, cross-reference sheet and headings of the Articles and Sections of
this Indenture have been inserted for




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<PAGE>

convenience of reference only, are not intended to be considered a part hereof
and shall not modify or restrict any of the terms or provisions hereof.

                  Section 11.16 No Adverse Interpretation of Other Agreements.
This Indenture may not be used to interpret any other indenture, loan or debt
agreement of the Company or its Subsidiaries or of any other Person. Any such
indenture, loan or debt agreement may not be used to interpret this Indenture.


                         [Signatures on following page]




                                       92
<PAGE>
                  IN WITNESS WHEREOF, the parties have caused this Indenture to
be duly executed as of the date first written above.

                                    DOANE PET CARE COMPANY




                                    By:  /s/ Philip K. Woodlief
                                         ---------------------------------------
                                         Name:  Philip K. Woodlief
                                         Title: Vice President, Finance and
                                                Chief Finance Officer



                                    WILMINGTON TRUST COMPANY, as Trustee




                                    By:  /s/ James McGinley
                                         ---------------------------------------
                                         Name:  James McGinley
                                         Title: Authorized Signer



                                    DPC INVESTMENT CORP.




                                    By:  /s/ Philip K. Woodlief
                                         ---------------------------------------
                                         Name:  Philip K. Woodlief
                                         Title: Vice President, Finance and
                                                Chief Finance Officer



                                    DOANE/WINDY HILL JOINT VENTURE L.L.C.




                                    By:  /s/ Philip K. Woodlief
                                         ---------------------------------------
                                         Name:  Philip K. Woodlief
                                         Title: Vice President, Finance and
                                                Chief Finance Officer





                                      A-1
<PAGE>

                                 [Face of Note]

                             DOANE PET CARE COMPANY

                          10 3/4% SENIOR NOTE DUE 2010

                                                             CUSIP NO. _________

No. __                                          Principal Amount $______________



Doane Pet Care Company, a Delaware corporation, promises to pay to CEDE & CO.,
or registered assigns, the principal sum of _________________________________
dollars on March 1, 2010.

Interest Payment Dates:  March 1 and September 1 commencing September 1, 2003.

Record Dates: February 15 and August 15.

Dated: February 28, 2003



                                       DOANE PET CARE COMPANY


                                       By:
                                           -------------------------------------
                                           Name:
                                           Title:



WILMINGTON TRUST COMPANY

as Trustee, certifies that this is one of the
Securities referred to in the Indenture.




By:      ____________________
         Authorized Signatory

                                      A-1

<PAGE>

                               [BACK OF SECURITY]

                             DOANE PET CARE COMPANY

                          10 3/4% SENIOR NOTES DUE 2010

[Insert the Global Note Legend, if applicable pursuant to the provisions of the
Indenture]

[Insert the Private Placement Legend, if applicable pursuant to the provisions
of the Indenture]

[Insert the Regulation S Temporary Note Legend, if applicable pursuant to the
provisions of the Indenture]

                  Capitalized terms used herein have the meanings assigned to
them in the Indenture referred to below unless otherwise indicated.

                  (1) INTEREST. Doane Pet Care Company, a Delaware corporation
(the "Company"), promises to pay interest on the principal amount of this
Security at 10 3/4% per annum from March 1, 2003 until maturity [and shall pay
the Additional Interest, if any, payable pursuant to Section 7 of the
Registration Rights Agreement referred to below.]* The Company will pay interest
[and Additional Interest, if any,]* semi-annually in arrears on March 1 and
September 1 of each year, or if any such day is not a Business Day, on the next
succeeding Business Day (each, an "Interest Payment Date"). 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 date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Security is
authenticated between a record date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided, further, that the first Interest
Payment Date shall be September 1, 2003. The Company will pay interest
(including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, at a rate that is 1% per annum in excess
of the rate then in effect; it will pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest [and Additional Interest, if any,]* (without regard to any applicable
grace periods) from time to time on demand at the same rate as on overdue
principal to the extent lawful. Interest will be computed on the basis of a
360-day year of twelve 30-day months.

                  (2) METHOD OF PAYMENT. The Company will pay interest on the
Securities (except defaulted interest) to the Persons who are registered Holders
of Securities at the close of business on the February 15 or August 15 next
preceding the Interest Payment Date, even if such Securities are canceled after
such record date and on or before such Interest Payment Date, except as provided
in Section 2.11 of the Indenture with respect to defaulted interest. The
Securities will be payable as to principal, premium, if any, and interest at the
office or agency of

--------

* Delete for Exchange Security.


                                      A1-3
<PAGE>




the Company maintained for such purpose within or without the City and State of
New York, or, at the option of the Company, payment of interest may be made by
check mailed to the Holders at their addresses set forth in the register of
Holders; provided that payment by wire transfer of immediately available funds
will be required with respect to principal of and interest, and premium, if any,
on, all Global Securities and all other Securities the Holders of which will
have provided wire transfer instructions to the Company or the Paying Agent.
Such payment will be in such coin or currency of the United States of America as
at the time of payment is legal tender for payment of public and private debts.

                  (3) PAYING AGENT AND REGISTRAR. Initially, Wilmington Trust
Company, a Delaware banking corporation ("Trustee"), will act as Paying Agent
and Registrar. The Company may appoint and change any Paying Agent, Registrar or
co-registrar without notice to any Holder. The Company or any of its
domestically incorporated Wholly-Owned Subsidiaries may act as Paying Agent,
Registrar or co-registrar.

                  (4) INDENTURE. The Company issued the Securities under an
Indenture dated as of February 28, 2003 (the "Indenture") among the Company, the
Guarantors and the Trustee. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended (15 U.S. Code Sections 77aaa-77bbbb). The
Securities are subject to all such terms, and Holders are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Security conflicts with the express provisions of the
Indenture, the provisions of the Indenture shall govern and be controlling. The
Securities are unsecured obligations of the Company and may be issued in an
unlimited principal amount.

                  (5) Optional Redemption.

                  (a) Except as set forth in subparagraphs (b) and (c) of this
Paragraph 5, the Company will not have the option to redeem the Securities prior
to March 1, 2007. On and after March 1, 2007, the Company may redeem all or,
from time to time, part of the Securities, at the following redemption prices
(expressed as a percentage of principal amount) plus accrued and unpaid interest
to the redemption date (subject to the right of Holders of record on the
relevant record date to receive interest due on the relevant interest payment
date), if redeemed during the 12-month period beginning on March 1 of the years
set forth below:

<TABLE>
<CAPTION>
        YEAR                                                                                PERCENTAGE
        ----                                                                                ----------
        <S>                                                                                 <C>
        2007                                                                                105.375%
        2008                                                                                102.688%
        2009 and thereafter                                                                 100.000%
</TABLE>

                  (b) Notwithstanding the provisions of subparagraph (a) of this
Paragraph 5, the Company may on any one or more occasions redeem up to 35% of
the original principal amount of the Securities, including the Additional
Securities, if any, with the Net Cash Proceeds of one or more Equity Offerings
at a redemption price of 110.75% of the principal amount thereof, plus accrued
and unpaid interest, if any, to the redemption date (subject to the right of
Holders of record on the relevant record date to receive interest due on the
relevant interest payment date); provided, that:







                                      A-4
<PAGE>

                  (1) at least 65% of the original aggregate principal amount of
         the Securities, including the Additional Securities, if any, remains
         outstanding after each such redemption; and

                  (2) the redemption occurs within 60 days after the closing of
         such Equity Offering.

                  (c) At any time on or prior to March 1, 2007, the Company (or
a third party) may redeem the Securities as a whole as its (or their) option
upon the occurrence of a Change of Control, upon not less than 30 nor more than
60 days' prior notice, but in no event upon more than 90 days after the
occurrence of the Change of Control, mailed by first class mail to each holder's
registered address, at a redemption price equal to 100% of the principal amount
thereof plus the Applicable Premium as of, and accrued and unpaid interest, if
any, to the date of redemption, subject to the right of holders of record on the
relevant record date to receive interest due on the relevant interest payment
date.

                  (6) Mandatory Redemption.

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

                  (7) Repurchase at Option of Holder.

                  (a) Upon the occurrence of a Change of Control, the
Company will be required to make an offer (a "Change of Control Offer") to
repurchase all or any part (equal to $1,000 or an integral multiple thereof) of
each Holder's Securities at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, [plus Additional Interest, if
any,]* to the date of purchase. Within 30 days following any Change of Control,
the Company will mail a notice to each Holder setting forth the procedures
governing the Change of Control Offer as required by the Indenture.

                  (b) Following the consummation of an Asset Disposition by the
Company or a Restricted Subsidiary, within ten days of each date on which the
aggregate amount of Excess Proceeds exceeds $10 million, the Company will
commence an offer to all Holders of Securities and all holders of other
Indebtedness that is pari passu with the Securities containing provisions
similar to those set forth in the Indenture with respect to offers to purchase
or redeem with the proceeds of an Asset Disposition pursuant to Section 4.6 of
the Indenture

                  (8) 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 whose Securities are to be redeemed at its registered address. Securities
in denominations larger than $1,000 may be redeemed in part but only in whole
multiples of $1,000, unless all of the Securities held by a Holder are to be
redeemed. On and after the redemption date interest ceases to accrue on
Securities or portions thereof called for redemption.

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

* Delete for Exchange Securities.







                                      A-5
<PAGE>

                  (9) DENOMINATIONS, TRANSFER, EXCHANGE. The Securities are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Securities may be registered and Securities
may be exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Security or portion of a Security
selected for redemption, except for the unredeemed portion of any Security being
redeemed in part. Also, the Company need not exchange or register the transfer
of any Securities for a period of 15 days before a selection of Securities to be
redeemed or during the period between a record date and the corresponding
Interest Payment Date.

                  (10) PERSONS DEEMED OWNERS. The registered Holder of a
Security may be treated as its owner for all purposes.

                  (11) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain
exceptions, the Indenture and the Securities may be amended or supplemented with
the written consent of the Holders of at least a majority in outstanding
principal amount of the Securities, and any existing default or compliance with
any provision of the Indenture or the Securities may be waived with the written
consent of the Holders of a majority in outstanding principal amount of the
Securities. Without the consent of any Holder of a Security, the Indenture or
the Securities may be amended or supplemented to cure any ambiguity, defect or
inconsistency, to provide for the assumption of the Company's or any Guarantor's
obligations to Holders of the Securities, to provide for uncertificated
Securities in addition to or in place of certificated Securities, to add
Guarantees with respect to the Securities or to secure the Securities, to add to
the covenants of the Company for the benefit of the Holders or surrender any
right of power conferred upon the Company, to make any change that does not
adversely affect the rights of any Holder, to comply with any requirement of the
SEC in connection with the qualification of the Indenture under the Trust
Indenture Act, to provide for the issuance of the Exchange Securities, to
provide for the issuance of Additional Securities in accordance with this
Indenture, or to conform the text of the Indenture, the Subsidiary Guarantees or
the Securities to any provision of the "Description of Notes" in the February
21, 2003 Offering Circular relating to the Initial Securities to the extent that
such provision in the Description of Notes was intended to be a verbatim
recitation of a provision of the Indenture, the Subsidiary Guarantees or the
Securities.

                  (12) DEFAULTS AND REMEDIES. Events of Default include: (i) the
Company defaults in any payment of interest [or Additional Interest (as required
by the Registration Rights Agreement)]* on any Security when the same becomes
due and payable, and such default continues for a period of 30 days, (ii) a
default in the payment of principal of or premium, if any, on any Security when
due at its Stated Maturity, upon optional redemption, upon required repurchase,
upon declaration or otherwise, (iii) the Company or any Subsidiary Guarantor
fails to comply with Section 5.1 of the Indenture, (iv) the Company fails to
comply for 30 days after notice with any of its obligations under Article IV of
the Indenture (other than a failure to purchase Securities, which will
constitute an Event of Default under clause (ii) above), (v) the


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

* Delete for Exchange Security.





                                      A-6
<PAGE>

Company fails to comply with any of its agreements in the Securities or the
Indenture (other than those referred to in (i), (ii), (iii) or (iv) above) and
such failure continues for 60 days after the notice specified below, (vi)
Indebtedness of the Company or any Subsidiary is not paid within any applicable
grace period after final maturity or is accelerated by the holders thereof
because of a default and the total amount of such Indebtedness unpaid or
accelerated exceeds $5.0 million for so long as the 1998 Notes remain
outstanding, and thereafter exceeds $10.0 million, and the default shall not
have been cured or the acceleration rescinded within a 10-day period, except
with respect to Disqualified Stock pursuant to which the exclusive remedy of the
holders thereof is additional seats on the board of directors of the Company or
a Subsidiary, (vii) certain events of bankruptcy or insolvency with respect to
the Company or any of its Significant Subsidiaries, (viii) any judgment or
decree for the payment of money in excess of $5.0 million for so long as the
1998 Notes remain outstanding, and thereafter in excess of $10.0 million, to the
extent not covered by insurance, is rendered against the Company or a
Significant Subsidiary and the judgment or decree shall remain undischarged or
unstayed for a period of 60 days after it becomes final and non-appealable, or
(ix) the failure of any Subsidiary Guarantee to be in full force and effect,
except as contemplated by the terms thereof, or the denial or disaffirmation by
any Subsidiary Guarantor of its obligations under the Indenture or any
Subsidiary Guarantee if such default continues for 10 days. Notwithstanding the
foregoing, in the case of an Event of Default arising from certain events of
bankruptcy or insolvency, all outstanding Securities will become due and payable
without further action or notice.

                  Holders may not enforce the Indenture or the Securities except
as provided in the Indenture. Subject to certain limitations, Holders of a
majority in principal amount of the then outstanding Securities may direct the
Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of the Securities notice of any continuing Default or Event of Default
(except a Default or Event of Default relating to the payment of principal or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Securities then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Securities waive any existing Default or Event of Default and its consequences
under the Indenture except a continuing Default or Event of Default in the
payment of interest on, or the principal of, the Securities. The Company is
required to deliver to the Trustee annually a statement regarding compliance
with the Indenture, and the Company is required upon becoming aware of any
Default or Event of Default, to deliver to the Trustee a statement specifying
such Default or Event of Default.

                  (13) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  (14) NO RECOURSE AGAINST OTHERS. A director, officer,
employee, or stockholder, of the Company or any of the Subsidiary Guarantors, as
such, will not have any liability for any obligations of the Company or such
Subsidiary Guarantor under the Securities, the Subsidiary Guarantees 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.



                                      A-7
<PAGE>

                  (15) AUTHENTICATION. This Security will not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  (16) 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).

                  (17) [ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL
SECURITIES AND RESTRICTED DEFINITIVE SECURITIES. In addition to the rights
provided to Holders of Securities under the Indenture, Holders of Restricted
Global Securities and Restricted Definitive Securities will have all the rights
set forth in the Registration Rights Agreement dated as of February 28, 2003,
among the Company, the Guarantors and the other parties named on the signature
pages thereof.]*

                  (18) CUSIP NUMBERS. Pursuant to a recommendation promulgated
by the Committee on Uniform Security Identification Procedures, the Company has
caused CUSIP numbers to be printed on the Securities and the Trustee may use
CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such numbers either as printed on
the Securities or as contained in any notice of redemption and reliance may be
placed only on the other identification numbers placed thereon.

                  The Company will furnish to any Holder upon written request
and without charge a copy of the Indenture [and/or the Registration Rights
Agreement].* Requests may be made to:

                  Doane Pet Care Company
                  210 Westwood Place South, Suite 400
                  Brentwood, Tennessee 37027
                  Attention: Chief Financial Officer



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

* Delete for Exchange Security.



                                      A-8
<PAGE>
                                 ASSIGNMENT FORM

                  To assign this Security, fill in the form below:

(I) or (we) assign and transfer this Security to:_______________________________
                                                 (Insert assignee's legal name)

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint_________________________________________________________
to transfer this Security on the books of the Company. The agent may substitute
another to act for him.

Date:  _______________

                        Your Signature:_________________________________________
                (Sign exactly as your name appears on the face of this Security)


Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).



                                      A-9
<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Security purchased by the
Company pursuant to Section 4.6 or 4.8 of the Indenture, check the appropriate
box below:

                        Section 4.6              Section 4.8

                  If you want to elect to have only part of the Security
purchased by the Company pursuant to Section 4.6 or Section 4.8 of the
Indenture, state the amount you elect to have purchased:

                                                 $_________________

Date:  _______________

                               Your Signature:__________________________________
                (Sign exactly as your name appears on the face of this Security)

                         Tax Identification No.:________________________________


Signature Guarantee*:  _________________________

* Participant in a recognized Signature Guarantee Medallion Program (or other
signature guarantor acceptable to the Trustee).




                                      A-10
<PAGE>

                      [TO BE ATTACHED TO GLOBAL SECURITIES]

              SCHEDULE OF INCREASES OR DECREASES IN GLOBAL SECURITY

                  The following increases or decreases in this Global Security
have been made:

<TABLE>
<CAPTION>
                          AMOUNT OF DECREASE                             PRINCIPAL AMOUNT OF    SIGNATURE OF
                          IN PRINCIPAL AMOUNT    AMOUNT OF INCREASE IN   THIS GLOBAL SECURITY   AUTHORIZED OFFICER
                          OF THIS GLOBAL         PRINCIPAL AMOUNT OF     FOLLOWING SUCH         OF TRUSTEE OR
DATE OF EXCHANGE          SECURITY               THIS GLOBAL SECURITY    DECREASE OR INCREASE   SECURITIES CUSTODIAN
----------------          -------------------    ---------------------   --------------------   --------------------
<S>                       <C>                    <C>                     <C>                    <C>






</TABLE>




                                      A-11
<PAGE>
                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF EXCHANGE

Doane Pet Care Company
210 Westwood Place South, Suite 400
Brentwood, Tennessee 37027

[Registrar address block]

         Re:  Doane Pet Care Company's 10 3/4% Senior Notes due 2010

                              (CUSIP ____________)

                  Reference is hereby made to the Indenture, dated as of
February 28, 2003 (the "Indenture"), among Doane Pet Care Company, as issuer
(the "Company"), the Guarantors named on the signature pages thereto and
Wilmington Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

                  __________________________, (the "Owner") owns and proposes to
exchange the Security[s] or interest in such Security[s] specified herein, in
the principal amount of $____________ in such Security[s] or interests (the
"Exchange"). In connection with the Exchange, the Owner hereby certifies that:

                  1. Exchange of Restricted Definitive Securities or Beneficial
Interests in a Restricted Global Security for Unrestricted Definitive Securities
or Beneficial Interests in an Unrestricted Global Security

                  (a) [ ] Check if Exchange is from beneficial interest in a
Restricted Global Security to beneficial interest in an Unrestricted Global
Security. In connection with the Exchange of the Owner's beneficial interest in
a Restricted Global Security for a beneficial interest in an Unrestricted Global
Security in an equal principal amount, the Owner hereby certifies (i) the
beneficial interest is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Global Securities and pursuant to and in
accordance with the Securities Act of 1933, as amended (the "Securities Act"),
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest in an Unrestricted Global
Security is being acquired in compliance with any applicable blue sky securities
laws of any state of the United States.

                  (b) [ ] Check if Exchange is from beneficial interest in a
Restricted Global Security to Unrestricted Definitive Security. In connection
with the Exchange of the Owner's beneficial interest in a Restricted Global
Security for an Unrestricted Definitive Security, the Owner hereby certifies (i)
the Definitive Security is being acquired for the Owner's own account without
transfer, (ii) such Exchange has been effected in compliance with the transfer
restrictions applicable to the Restricted Global Securities and pursuant to and
in accordance with the Securities Act, (iii) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act and



                                      B-1
<PAGE>

(iv) the Definitive Security is being acquired in compliance with any applicable
blue sky securities laws of any state of the United States.

                  (c) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL SECURITY. In
connection with the Owner's Exchange of a Restricted Definitive Security for a
beneficial interest in an Unrestricted Global Security, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer, (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to Restricted Definitive Securities
and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest is being acquired in compliance with any
applicable blue sky securities laws of any state of the United States.

                  (d) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO UNRESTRICTED DEFINITIVE SECURITY. In connection with the Owner's
Exchange of a Restricted Definitive Security for an Unrestricted Definitive
Security, the Owner hereby certifies (i) the Unrestricted Definitive Security is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Unrestricted Definitive Security
is being acquired in compliance with any applicable blue sky securities laws of
any state of the United States.

                  2. EXCHANGE OF RESTRICTED DEFINITIVE SECURITIES OR BENEFICIAL
INTERESTS IN RESTRICTED GLOBAL SECURITIES FOR RESTRICTED DEFINITIVE SECURITIES
OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL SECURITIES

                  (a) [ ] CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL SECURITY TO RESTRICTED DEFINITIVE SECURITY. In connection with
the Exchange of the Owner's beneficial interest in a Restricted Global Security
for a Restricted Definitive Security with an equal principal amount, the Owner
hereby certifies that the Restricted Definitive Security is being acquired for
the Owner's own account without transfer. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the Restricted
Definitive Security issued will continue to be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Definitive Security and in the Indenture and the Securities Act.

                  (b) [ ] CHECK IF EXCHANGE IS FROM RESTRICTED DEFINITIVE
SECURITY TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL SECURITY. In connection
with the Exchange of the Owner's Restricted Definitive Security for a beneficial
interest in the [CHECK ONE] [ ] 144A Global Security, [ ] Regulation S Global
Security, [ ] IAI Global Security with an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the Owner's
own account without transfer and (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to the Restricted Global
Securities and pursuant to and in accordance with the Securities Act, and in
compliance with any applicable blue sky securities




                                      B-2
<PAGE>

laws of any state of the United States. Upon consummation of the proposed
Exchange in accordance with the terms of the Indenture, the beneficial interest
issued will be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the relevant Restricted Global Security and in the
Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                         _______________________________________
                                                [Insert Name of Transferor]


                                         By:____________________________________
                                            Name:
                                            Title:

Dated:  ______________________




                                      B-3
<PAGE>

                                                                       EXHIBIT C

                            FORM OF CERTIFICATE FROM
                   ACQUIRING INSTITUTIONAL ACCREDITED INVESTOR

Doane Pet Care Company
210 Westwood Place South, Suite 400
Brentwood, Tennessee 37027

[Registrar address block]

         Re:  Doane Pet Care Company's 10 3/4% Senior Notes due 2010

                  Reference is hereby made to the Indenture, dated as of
February 28, 2003 (the "Indenture"), among Doane Pet Care Company, as issuer
(the "Company"), the guarantors named on the signature pages thereto and
Wilmington Trust Company, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

                  In connection with our proposed purchase of $____________
aggregate principal amount of:

                  (a) [ ] a beneficial interest in a Global Security, or

                  (b) [ ] a Definitive Security,

                  we confirm that:

                  1. We understand that any subsequent transfer of the
Securities or any interest therein is subject to certain restrictions and
conditions set forth in the Indenture and the undersigned agrees to be bound by,
and not to resell, pledge or otherwise transfer the Securities or any interest
therein except in compliance with, such restrictions and conditions and the
Securities Act of 1933, as amended (the "Securities Act").

                  2. We understand that the offer and sale of the Securities
have not been registered under the Securities Act, and that the Securities and
any interest therein may not be offered or sold except as permitted in the
following sentence. We agree, on our own behalf and on behalf of any accounts
for which we are acting as hereinafter stated, that if we should sell the
Securities or any interest therein, we will do so only (A) to the Company or any
subsidiary thereof, (B) in accordance with Rule 144A under the Securities Act to
a "qualified institutional buyer" (as defined therein), (C) to an institutional
"accredited investor" (as defined below) that, prior to such transfer, furnishes
(or has furnished on its behalf by a U.S. broker-dealer) to you and to the
Company a signed letter substantially in the form of this letter and, if such
transfer is in respect of a principal amount of Securities, at the time of
transfer of less than $250,000, an Opinion of Counsel in form reasonably
acceptable to the Company to the effect that such transfer is in compliance with
the Securities Act, (D) outside the United States in accordance with Rule 904 of
Regulation S under the Securities Act, (E) pursuant to the provisions of Rule
144(k) under the Securities Act or (F) pursuant to an effective registration
statement under the Securities Act, and we further agree to provide to any
Person purchasing the Definitive Security or beneficial

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<PAGE>

                                                                       EXHIBIT C

interest in a Global Security from us in a transaction meeting the requirements
of clauses (A) through (E) of this paragraph a notice advising such purchaser
that resales thereof are restricted as stated herein.

                  3. We understand that, on any proposed resale of the
Securities or beneficial interest therein, we will be required to furnish to you
and the Company such certifications, legal opinions and other information as you
and the Company may reasonably require to confirm that the proposed sale
complies with the foregoing restrictions. We further understand that the
Securities purchased by us will bear a legend to the foregoing effect.

                  4. We are an institutional "accredited investor" (as defined
in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act) and
have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of our investment in the Securities,
and we and any accounts for which we are acting are each able to bear the
economic risk of our or its investment.

                  5. We are acquiring the Securities or beneficial interest
therein purchased by us for our own account or for one or more accounts (each of
which is an institutional "accredited investor") as to each of which we exercise
sole investment discretion.

                  You and the Company are entitled to rely upon this letter and
are irrevocably authorized to produce this letter or a copy hereof to any
interested party in any administrative or legal proceedings or official inquiry
with respect to the matters covered hereby.

                                      __________________________________________
                                         [Insert Name of Accredited Investor]


                                      By:_______________________________________
                                         Name:
                                         Title:

Dated:  _______________________



                                      C-2


<PAGE>
                                                                       EXHIBIT D

                          FORM OF NOTATION OF GUARANTEE

                  For value received, the undersigned Subsidiary Guarantor
(which term includes any successor Person under the Indenture) has, jointly and
severally, with each other Subsidiary Guarantor, unconditionally guaranteed, to
the extent set forth in the Indenture and subject to the provisions in the
Indenture dated as of February 28, 2003 (the "Indenture") among Doane Pet Care
Company, (the "Company"), the Subsidiary Guarantors thereto and Wilmington Trust
Company, as trustee (the "Trustee"), (a) the due and punctual payment of the
principal of, premium [and Additional Interest,]* if any, and interest on the
Securities (as defined in the Indenture), whether at maturity, by acceleration,
redemption or otherwise, the due and punctual payment of interest on overdue
principal of and interest on the Securities, if any, if lawful, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Securities or any of such
other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise. The obligations of the
undersigned Subsidiary Guarantor to the Holders and to the Trustee pursuant to
the Subsidiary Guarantee and the Indenture are expressly set forth in Article 10
of the Indenture and reference is hereby made to the Indenture for the precise
terms of the Subsidiary Guarantee. Each Holder of a Security, by accepting the
same, (a) agrees to and shall be bound by such provisions and (b) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be
subject in right to payment upon any defeasance of this Security in accordance
with the provisions of the Indenture.


                                         [NAME OF GUARANTOR(S)]


                                         By:____________________________________
                                            Name:
                                            Title:



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

* Delete for Exchange Security.



                                   D-1
<PAGE>


                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

                  SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated
as of ________________, 20__, among ______ (the "Guaranteeing Subsidiary"), a
subsidiary of Doane Pet Care Company (or its permitted successor), a Delaware
corporation (the "Company"), the other Guarantors (as defined in the Indenture
referred to herein) and Wilmington Trust Company, as trustee under the indenture
referred to below (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company has heretofore executed and delivered to
the Trustee an indenture (the "Indenture"), dated as of February 28, 2003
providing for the issuance of 10 3/4% Senior Notes in an unlimited principal
amount (the "Securities");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's Obligations under the
Securities and the Indenture on the terms and conditions set forth herein (the
"Securities Guarantee"); and

                  WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee
is authorized to execute and deliver this Supplemental Indenture.

                  NOW THEREFORE, in consideration of the foregoing and for other
good and valuable consideration, the receipt of which is hereby acknowledged,
the Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Securities as follows:

         1. CAPITALIZED TERMS. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Indenture.

         2. AGREEMENT TO GUARANTEE. The Guaranteeing Subsidiary hereby agrees,
jointly and severally, with all other Subsidiary Guarantors, to unconditionally
Guarantee to each Holder and to the Trustee the Obligations, to the extent set
forth in the Indenture and subject to the provisions in the Indenture. The
obligations of the Subsidiary Guarantors to the Holders of Securities and to the
Trustee pursuant to the Security Guarantee and the Indenture are expressly set
forth in Article X of the Indenture and reference is hereby made to the
Indenture for the precise terms of the Security Guarantee and the incorporation
of such terms into this Supplemental Indenture.

         3. EXECUTION AND DELIVERY. Each Guaranteeing Subsidiary agrees that the
Security Guarantees shall remain in full force and effect notwithstanding any
failure to endorse on each Security a notation of such Security Guarantee.


                                      E-1

<PAGE>
                                                                       EXHIBIT E


         4. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.

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

         6. EFFECT OF HEADINGS. The Section headings herein are for convenience
only and shall not affect the construction hereof.

         7. THE TRUSTEE. The Trustee shall not be responsible in any manner
whatsoever for or in respect of the validity or sufficiency of this Supplemental
Indenture or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Guaranteeing Subsidiary and the Company.

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

         Dated:  _______________, 20__

                                        GUARANTEEING SUBSIDIARY

                                        By:  _______________________________
                                             Name:
                                             Title:

                                        DOANE PET CARE COMPANY

                                        By:  _______________________________
                                             Name:
                                             Title:

                                        WILMINGTON TRUST COMPANY,
                                         as Trustee

                                        By:  _______________________________
                                             Authorized Signatory


                                      E-2