<PAGE>   1

                                                                     EXHIBIT 4.1

                             DEL MONTE CORPORATION,
                                    as Issuer


                      DEL MONTE FOODS COMPANY, as Guarantor

                                       and

                              BANKERS TRUST COMPANY
                                   as Trustee


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


                                    INDENTURE


                            Dated as of May 15, 2001


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


                                  $300,000,000

                    9 1/4% Senior Subordinated Notes due 2011


<PAGE>   2

                              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.
     (a)(5)...............................................................       7.08; 7.10
     (b)..................................................................       7.08; 7.10; 13.02
     (c)..................................................................       N.A.
311  (a)..................................................................       7.11
     (b)..................................................................       7.11
     (c)..................................................................       N.A.
312  (a)..................................................................       2.05
     (b)..................................................................       13.03
     (c)..................................................................       13.03
313  (a)..................................................................       7.06
     (b)(1)...............................................................       N.A.
     (b)(2)...............................................................       7.06
     (c)..................................................................       7.06; 13.02
     (d)..................................................................       7.06
314  (a)..................................................................       4.07; 4.08; 13.02
     (b)..................................................................       N.A.
     (c)(1)...............................................................       13.04
     (c)(2)...............................................................       13.04
     (c)(3)...............................................................       N.A.
     (d)..................................................................       N.A.
     (e)..................................................................       13.05
     (f)..................................................................       N.A.
315  (a)..................................................................       7.01(b)
     (b)..................................................................       7.05; 13.02
     (c)..................................................................       7.01(a)
     (d)..................................................................       7.01(c)
     (e)..................................................................       6.11
316  (a)(last sentence)...................................................       2.09
     (a)(1)(A)............................................................       6.05
     (a)(1)(B)............................................................       6.04
     (a)(2)...............................................................       N.A.
     (b)..................................................................       6.07
     (c)..................................................................       9.05
317  (a)(1)...............................................................       6.08
     (a)(2)...............................................................       6.09
     (b)..................................................................       2.04
318  (a)..................................................................       13.01
     (c)..................................................................       13.01
</TABLE>

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

N.A. means Not Applicable.

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


<PAGE>   3

                                Table of Contents

<TABLE>
<CAPTION>
                                                                                           Page
                                                                                           ----
<S>                                                                                        <C>
                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.01. Definitions................................................................    1
SECTION 1.02. Incorporation by Reference of TIA..........................................   32
SECTION 1.03. Rules of Construction......................................................   32

                                   ARTICLE TWO

                                    THE NOTES

SECTION 2.01. Form and Dating............................................................   32
SECTION 2.02. Execution and Authentication; Aggregate Principal Amount...................   33
SECTION 2.03. Registrar and Paying Agent.................................................   35
SECTION 2.04. Paying Agent To Hold Assets in Trust.......................................   35
SECTION 2.05. Noteholder Lists...........................................................   36
SECTION 2.06. Transfer and Exchange......................................................   36
SECTION 2.07. Replacement Notes..........................................................   37
SECTION 2.08. Outstanding Notes..........................................................   37
SECTION 2.09. Treasury Notes.............................................................   37
SECTION 2.10. Temporary Notes............................................................   38
SECTION 2.11. Cancellation...............................................................   38
SECTION 2.12. Defaulted Interest.........................................................   38
SECTION 2.13. CUSIP Numbers..............................................................   38
SECTION 2.14. Deposit of Money...........................................................   39
SECTION 2.15. Restrictive Legends........................................................   39
SECTION 2.16. Book-Entry Provisions for Global Notes.....................................   40
SECTION 2.17. Special Transfer Provisions................................................   42
SECTION 2.18. Issuance of Additional Notes...............................................   43

                                  ARTICLE THREE

                                   REDEMPTION

SECTION 3.01. Notices to Trustee.........................................................   44
SECTION 3.02. Selection of Notes To Be Redeemed..........................................   44
SECTION 3.03. Notice of Redemption.......................................................   44
SECTION 3.04. Effect of Notice of Redemption.............................................   45
SECTION 3.05. Deposit of Redemption Price................................................   45
SECTION 3.06. Notes Redeemed in Part.....................................................   46
</TABLE>


                                       i
<PAGE>   4

<TABLE>
<S>                                                                                         <C>
                                  ARTICLE FOUR

                                    COVENANTS

SECTION 4.01. Payment of Notes...........................................................   46
SECTION 4.02. Maintenance of Office or Agency............................................   46
SECTION 4.03. Corporate Existence........................................................   47
SECTION 4.04. Payment of Taxes and Other Claims..........................................   47
SECTION 4.05. Maintenance of Properties and Insurance....................................   47
SECTION 4.06. Compliance Certificate; Notice of Default..................................   48
SECTION 4.07. Compliance with Laws.......................................................   48
SECTION 4.08. SEC Reports................................................................   49
SECTION 4.09. Waiver of Stay, Extension or Usury Laws....................................   49
SECTION 4.10. Limitation on Restricted Payments..........................................   49
SECTION 4.11. Limitation on Transactions with Affiliates.................................   53
SECTION 4.12. Limitation on Incurrence of Additional Indebtedness........................   54
SECTION 4.13. Limitation on Dividends and Other Payment Restrictions
              Affecting Subsidiaries.....................................................   55
SECTION 4.14. Prohibition on Incurrence of Senior Subordinated Debt......................   56
SECTION 4.15. Change of Control..........................................................   56
SECTION 4.16. Limitation on Asset Sales..................................................   58
SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries...................   63
SECTION 4.18. Limitation on Liens........................................................   63
SECTION 4.19. Limitation on Guarantees by Domestic Restricted
              Subsidiaries...............................................................   64
SECTION 4.20. Restriction of Lines of Business to Food, Food
              Distribution and Related Businesses........................................   65
SECTION 4.21. Rule 144A Information......................................................   65

                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

SECTION 5.01. Merger, Consolidation and Sale of Assets of the Company....................   65
SECTION 5.02. Successor Corporation Substituted for the Company..........................   66
SECTION 5.03. Merger, Consolidation and Sale of Assets of Holdings.......................   66
SECTION 5.04. Successor Corporation Substituted for Holdings.............................   67

                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

SECTION 6.01. Events of Default..........................................................   68
SECTION 6.02. Acceleration...............................................................   69
SECTION 6.03. Other Remedies.............................................................   70
SECTION 6.04. Waiver of Past Defaults....................................................   70
SECTION 6.05. Control by Majority........................................................   70
SECTION 6.06. Limitation on Suits........................................................   70
SECTION 6.07. Rights of Holders To Receive Payment.......................................   71
</TABLE>


                                       ii
<PAGE>   5

<TABLE>
<S>                                                                                         <C>
SECTION 6.08. Collection Suit by Trustee.................................................   71
SECTION 6.09. Trustee May File Proofs of Claim...........................................   71
SECTION 6.10. Priorities.................................................................   72
SECTION 6.11. Undertaking for Costs......................................................   72

                                  ARTICLE SEVEN

                                     TRUSTEE

SECTION 7.01. Duties of Trustee..........................................................   72
SECTION 7.02. Rights of Trustee..........................................................   73
SECTION 7.03. Individual Rights of Trustee...............................................   74
SECTION 7.04. Trustee's Disclaimer.......................................................   74
SECTION 7.05. Notice of Default..........................................................   75
SECTION 7.06. Reports by Trustee to Holders..............................................   75
SECTION 7.07. Compensation and Indemnity.................................................   75
SECTION 7.08. Replacement of Trustee.....................................................   76
SECTION 7.09. Successor Trustee by Merger, Etc...........................................   77
SECTION 7.10. Eligibility; Disqualification..............................................   77
SECTION 7.11. Preferential Collection of Claims Against Company..........................   77

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

SECTION 8.01. Termination of the Company's Obligations...................................   78
SECTION 8.02. Legal Defeasance and Covenant Defeasance...................................   79
SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance......................   80
SECTION 8.04. Application of Trust Money.................................................   81
SECTION 8.05. Repayment to the Company...................................................   82
SECTION 8.06. Reinstatement..............................................................   82

                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

SECTION 9.01. Without Consent of Holders.................................................   82
SECTION 9.02. With Consent of Holders....................................................   83
SECTION 9.03. Effect on Senior Debt......................................................   85
SECTION 9.04. Compliance with TIA........................................................   85
SECTION 9.05. Revocation and Effect of Consents..........................................   85
SECTION 9.06. Notation on or Exchange of Notes...........................................   85
SECTION 9.07. Trustee To Sign Amendments, Etc............................................   86
SECTION 9.08. Effect of Supplemental Indentures..........................................   86
</TABLE>


                                      iii
<PAGE>   6

<TABLE>
<S>                                                                                         <C>
                                   ARTICLE TEN

                                  SUBORDINATION

SECTION 10.01. Notes Subordinated to Senior Debt.........................................   86
SECTION 10.02. No Payment on Notes in Certain Circumstances..............................   86
SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc............................   87
SECTION 10.04. Payments May Be Paid Prior to Dissolution.................................   88
SECTION 10.05. Subrogation...............................................................   89
SECTION 10.06. Obligations of the Company Unconditional..................................   89
SECTION 10.07. Notice to Trustee and Paying Agents.......................................   89
SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating
                  Agent..................................................................   90
SECTION 10.09. Trustee's Relation to Senior Debt.........................................   90
SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions
                  of the Company or Holders of Senior Debt...............................   91
SECTION 10.11. Noteholders Authorize Trustee and Paying Agent To
                  Effectuate Subordination of Notes......................................   91
SECTION 10.12. This Article Ten Not To Prevent Events of Default.........................   92
SECTION 10.13. Trustee's Compensation Not Prejudiced.....................................   92

                                 ARTICLE ELEVEN

                              GUARANTEE OF HOLDINGS

SECTION 11.01. Unconditional Guarantee...................................................   92
SECTION 11.02. Subordination of Guarantee................................................   93
SECTION 11.03. Severability..............................................................   93
SECTION 11.04. Release of Guarantee......................................................   93
SECTION 11.05. Waiver of Subrogation.....................................................   93
SECTION 11.06. Execution of Guarantee....................................................   94
SECTION 11.07. Waiver of Stay, Extension or Usury Laws...................................   94

                                 ARTICLE TWELVE

                     SUBORDINATION OF GUARANTEE OBLIGATIONS

SECTION 12.01. Guarantee Obligations Subordinated to Guarantor Senior
               Debt of Holdings..........................................................   94
SECTION 12.02. No Payment on Notes in Certain Circumstances..............................   95
SECTION 12.03. Payment Over of Proceeds upon Dissolution, Etc............................   96
SECTION 12.04. Payments May Be Paid Prior to Dissolution.................................   97
SECTION 12.05. Subrogation...............................................................   97
SECTION 12.06. Obligations of Holdings Unconditional.....................................   98
SECTION 12.07. Notice to Trustee and Paying Agents.......................................   98
SECTION 12.08. Reliance on Judicial Order or Certificate of Liquidating
               Agent.....................................................................   99
SECTION 12.09. Trustee's Relation to Guarantor Senior Debt of Holdings...................   99
SECTION 12.10. Subordination Rights Not Impaired by Acts or Omissions
               of Holdings or Holders of Guarantor Senior Debt of
               Holdings..................................................................   99
</TABLE>


                                       iv
<PAGE>   7

<TABLE>
<S>                                                                                        <C>
SECTION 12.11. Noteholders Authorize Trustee and Paying Agent To
               Effectuate Subordination of Notes.........................................  100
SECTION 12.12. This Article Twelve Not To Prevent Events of Default......................  100

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

SECTION 13.01. TIA Controls..............................................................  101
SECTION 13.02. Notices...................................................................  101
SECTION 13.03. Communications by Holders with Other Holders..............................  102
SECTION 13.04. Certificate and Opinion as to Conditions Precedent........................  103
SECTION 13.05. Statements Required in Certificate or Opinion.............................  103
SECTION 13.06. Rules by Trustee, Paying Agent, Registrar.................................  103
SECTION 13.07. Legal Holidays............................................................  103
SECTION 13.08. Governing Law.............................................................  104
SECTION 13.09. No Adverse Interpretation of Other Agreements.............................  104
SECTION 13.10. No Recourse Against Others................................................  104
SECTION 13.11. Successors................................................................  104
SECTION 13.12. Duplicate Originals.......................................................  104
SECTION 13.13. Severability..............................................................  104

Signatures ..............................................................................  105

Exhibit A -- Form of Initial Note and Guarantee..........................................  A-1
Exhibit B -- Form of Exchange Note and Guarantee.........................................  B-1
Exhibit C -- Form of Certificate.........................................................  C-1
Exhibit D -- Form of Certificate To Be Delivered in Connection with
             Transfers Pursuant to Regulation S..........................................  D-1

Schedule 1 -- Assets Being Held for Disposition
</TABLE>


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


                                       v
<PAGE>   8

       INDENTURE, dated as of May 15, 2001, among DEL MONTE CORPORATION, a New
York corporation (the "Company"), DEL MONTE FOODS COMPANY, a Delaware
corporation ("Holdings") and BANKERS TRUST COMPANY, a New York banking and trust
corporation, as Trustee (the "Trustee").

       The Company has duly authorized the creation of an issue of 9-1/4% Senior
Subordinated Notes due 2011 (the "Initial Notes") and Series B 9-1/4% Senior
Subordinated Notes due 2011 (the "Exchange Notes") and, to provide therefor, the
Company has duly authorized the execution and delivery of this Indenture. All
things necessary to make the Notes, when duly issued and executed by the
Company, and authenticated and delivered hereunder, the valid obligations of the
Company, and to make this Indenture a valid and binding agreement of the
Company, have been done.

       Holdings has agreed to guarantee the Notes on a subordinated basis.

       Each party hereto agrees as follows for the benefit of the other parties
and for the equal and ratable benefit of the Holders of the Notes.


                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

       SECTION 1.01. Definitions.

       "Acceleration Notice" has the meaning provided in Section 6.02(a).

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

       "Acquisition Financing Indebtedness" means Indebtedness of the Company
incurred in connection with the acquisition of assets or capital stock (by stock
purchase, merger or otherwise) of a Person engaged in all material respects
solely in the business of food, food distribution and related businesses.

       "Additional Interest" means additional interest, if any, which may be
payable on the Notes as described in Section 4.01.

       "Additional Notes" means Notes, if any, originally issued under this
Indenture after the Issue Date, other than Exchange Notes.

       "Affiliate" means, with respect to any specified Person, any other Person
who directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. The term
"control" means the possession, directly or


<PAGE>   9

indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative of the foregoing.

       "Affiliate Transaction" has the meaning provided in Section 4.11.

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

       "Agent Members" has the meaning provided in Section 2.16.

       "Applicable Premium" has the meaning set forth in Section 6(c) of Exhibit
A hereto.

       "Asset Acquisition" means:

              (a) an Investment by the Company or any Restricted Subsidiary of
       the Company in any other Person pursuant to which such Person shall
       become a Restricted Subsidiary of the Company, or shall be merged or
       consolidated with or into the Company or

              (b) the acquisition by the Company or any Restricted Subsidiary of
       the Company of the assets of any Person (other than a Restricted
       Subsidiary of the Company) which constitute all or substantially all of
       the assets of such Person or comprises any division or line of business
       of such Person or any other properties or assets of such Person other
       than in the ordinary course of business.

       "Asset Sale" means any direct or indirect sale, issuance, conveyance,
transfer, lease (other than operating leases entered into in the ordinary course
of business), assignment or other transfer for value by the Company or any of
its Restricted Subsidiaries (including any Sale and Leaseback Transaction) to
any Person other than the Company or a Wholly Owned Restricted Subsidiary of the
Company of:

              (a) any Capital Stock of any Restricted Subsidiary of the Company,
       or

              (b) any other property or assets of the Company or any Restricted
       Subsidiary of the Company other than in the ordinary course of business;
       provided, however, that Asset Sales shall not include:

                     (i) a transaction or series of related transactions for
              which the Company or its Restricted Subsidiaries receive aggregate
              consideration of less than $1 million;

                     (ii) the sale, lease, conveyance, disposition or other
              transfer of all or substantially all of the assets of the Company
              as permitted under Section 5.01;

                     (iii) the grant of Liens permitted by Section 4.18;

                     (iv) the sale or transfer of Receivables Related Assets in
              connection with a Qualified Receivables Transaction; and


                                       2
<PAGE>   10

                     (v) the sale or transfer of certain assets identified in
              Schedule 1 to this Indenture as being held for disposition.

       "Asset Swap" means the execution of a definitive agreement, subject only
to customary closing conditions that the Company in good faith believes will be
satisfied, for a substantially concurrent purchase and sale, or exchange, of
assets (of a kind used or usable by the Company and its Restricted Subsidiaries
in their business as it exists on the date thereof, or in businesses that are
the same as such business of the Company and its Restricted Subsidiaries on the
date thereof or similar or reasonably related thereto) between the Company or
any of its Restricted Subsidiaries and another Person or group of affiliated
Persons; provided, however, that any amendment to or waiver of any closing
condition that individually or in the aggregate is material to the Asset Swap
shall be deemed to be a new Asset Swap.

       "Authenticating Agent" has the meaning provided in Section 2.02.

       "Bankruptcy Law" means Title 11, U.S. Code or any similar Federal, state
or foreign law for the relief of debtors.

       "Blockage Period" has the meaning provided in Section 10.02.

       "Board of Directors" means, as to any Person, the board of directors of
such Person or any duly authorized committee thereof.

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

       "Borrowing Base" means as of any date, an amount, determined on a
consolidated basis and in accordance with GAAP, equal to the sum of (i) 60% of
the aggregate book value of inventory plus (ii) 85% of the aggregate book value
of all accounts receivable (net of bad debt reserves) of the Company and its
Restricted Subsidiaries. To the extent that information is not available as to
the amount of inventory or accounts receivable as of a specific date, the
Company shall use the most recent available information for purposes of
calculating the Borrowing Base.

       "Business Day" means a day that is not a Legal Holiday.

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

       "Capital Stock" means:

              (i) with respect to any Person that is a corporation, any and all
       shares, interests, participations or other equivalents (however
       designated and whether or not voting) of corporate stock, including each
       class or series of Common Stock and Preferred Stock of such Person and


                                       3
<PAGE>   11

              (ii) with respect to any Person that is not a corporation, any and
       all partnership or other equity interests of such Person.

       "Cash Equivalents" means:

              (i) obligations issued by, or unconditionally guaranteed by, the
       U.S. government or issued by any agency thereof, and in each case backed
       by the full faith and credit of the United States and maturing within one
       year from the date of acquisition thereof;

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

              (iii) commercial paper maturing no more than one year from the
       date of creation thereof and, at the time of acquisition, having the
       highest rating obtainable from either S&P or Moody's;

              (iv) certificates of deposit or bankers' acceptances maturing
       within one year from the date of acquisition thereof issued by any bank
       organized under the laws of the United States or any state thereof or the
       District of Columbia or any U.S. branch of a foreign bank having at the
       date of acquisition thereof combined capital and surplus of not less than
       $250,000,000;

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

              (vi) investments in money market funds which invest substantially
       all their assets in securities of the types described in clauses (i)
       through (v) above.

       "Change of Control" means the occurrence of one or more of the following
events:

              (i) any sale, lease, exchange or other transfer (in one
       transaction or a series of related transactions) of all or substantially
       all of the assets of the Company or Holdings to any Person or group of
       related Persons for purposes of Section 13(d) of the Exchange Act (a
       "Group"), together with any Affiliates thereof (whether or not otherwise
       in compliance with the provisions of this Indenture), other than to TPG
       or its Related Parties;

              (ii) the approval by the holders of Capital Stock of the Company
       or Holdings, as the case may be, of any plan or proposal for the
       liquidation or dissolution of the Company or Holdings, as the case may be
       (whether or not otherwise in compliance with the provisions of this
       Indenture);

              (iii) (A) any Person or Group (other than TPG or its Related
       Parties) shall become the owner, directly or indirectly, beneficially or
       of record, of shares representing more than 40% of the aggregate ordinary
       voting power represented by the issued and


                                       4
<PAGE>   12

       outstanding Capital Stock (the "Voting Stock") of the Company or Holdings
       and (B) TPG and its Related Parties shall beneficially own, directly or
       indirectly, in the aggregate a lesser percentage of the Voting Stock of
       the Company or Holdings, as the case may be, than such other Person or
       Group; or

              (iv) the replacement of a majority of the Board of Directors of
       the Company or Holdings over a two-year period from the directors who
       constituted the Board of Directors of the Company or Holdings, as the
       case may be, at the beginning of such period, and such replacement shall
       not have been approved by a vote of at least a majority of the Board of
       Directors of the Company or Holdings, as the case may be, then still in
       office who either were members of such Board of Directors at the
       beginning of such period or whose election as a member of such Board of
       Directors was previously so approved or who were nominated by, or
       designees of, TPG or its Related Parties.

       "Change of Control Date" has the meaning provided in Section 4.15.

       "Change of Control Offer" has the meaning provided in Section 4.15.

       "Change of Control Payment Date" has the meaning provided in Section
4.15.

       "Change of Control Redemption Date" has the meaning provided in Section
4.15.

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

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

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

              (i) Consolidated Net Income, and

              (ii) to the extent Consolidated Net Income has been reduced
       thereby,

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

                     (B) Consolidated Interest Expense, and

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

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

       "Consolidated Fixed Charge Coverage Ratio" means, with respect to any
Person, the ratio of Consolidated EBITDA of such Person during the four full
fiscal quarters (the "Four Quarter


                                       5
<PAGE>   13

Period") ending on or prior to the date of the transaction giving rise to the
need to calculate the Consolidated Fixed Charge Coverage Ratio (the "Transaction
Date") to the Consolidated Fixed Charges of such Person for the Four Quarter
Period. In addition to and without limitation of the foregoing, for purposes of
this definition, "Consolidated EBITDA" and "Consolidated Fixed Charges" shall be
calculated after giving effect on a pro forma basis for the period of such
calculation to:

              (i) the incurrence or repayment of any Indebtedness of such Person
       or any of its Restricted Subsidiaries (and the application of the
       proceeds thereof) giving rise to the need to make such calculation and
       any incurrence or repayment of other Indebtedness (and the application of
       the proceeds thereof), other than the incurrence or repayment of
       Indebtedness in the ordinary course of business for working capital
       purposes pursuant to working capital facilities, occurring during the
       Four Quarter Period or at any time subsequent to the last day of the Four
       Quarter Period and on or prior to the Transaction Date, as if such
       incurrence or repayment, as the case may be (and the application of the
       proceeds thereof), occurred on the first day of the Four Quarter Period
       and

              (ii) any Asset Sales or Asset Acquisitions (including, without
       limitation, any Asset Acquisition giving rise to the need to make such
       calculation as a result of such Person or one of its Restricted
       Subsidiaries (including any Person who becomes a Restricted Subsidiary as
       a result of the Asset Acquisition) incurring, assuming or otherwise being
       liable for Acquired Indebtedness and also including any Consolidated
       EBITDA (including any pro forma expense and cost reductions which, in the
       reasonable and good faith judgment of the Company's senior management,
       will result from such Asset Sale or Asset Acquisition) attributable to
       the assets which are the subject of the Asset Acquisition or Asset Sale
       during the Four Quarter Period) occurring during the Four Quarter Period
       or at any time subsequent to the last day of the Four Quarter Period and
       on or prior to the Transaction Date, as if such Asset Sale or Asset
       Acquisition (including the incurrence, assumption or liability for any
       such Acquired Indebtedness) occurred on the first day of the Four Quarter
       Period.

If such Person or any of its Restricted Subsidiaries directly or indirectly
guarantees Indebtedness of a third Person, the preceding sentence shall give
effect to the incurrence of such guaranteed Indebtedness as if such Person or
any Restricted Subsidiary of such Person had directly incurred or otherwise
assumed such guaranteed Indebtedness. Furthermore, in calculating "Consolidated
Fixed Charges" for purposes of determining the denominator (but not the
numerator) of the "Consolidated Fixed Charge Coverage Ratio,"

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

              (2) notwithstanding clause (1) above, interest on Indebtedness
       determined on a fluctuating basis, to the extent such interest is covered
       by agreements relating to Interest Swap Obligations, shall be deemed to
       accrue at the rate per annum resulting after giving effect to the
       operation of such agreements,


                                       6
<PAGE>   14

              (3) interest on Indebtedness that may optionally be determined at
       an interest rate based upon a factor of a prime or similar rate, a
       eurocurrency interbank offered rate, or other rate, shall be deemed to
       have been based upon the rate actually chosen, or if none, then based
       upon such optional rate as such Person may designate, and

              (4) interest on a Capitalized Lease Obligation shall be deemed to
       accrue at an interest rate implicit in such Capitalized Lease Obligation
       in accordance with GAAP and as reflected in such Person's financial
       statements.

       "Consolidated Fixed Charges" means, with respect to any Person for any
period, the sum (without duplication) of:

              (i) Consolidated Interest Expense (excluding amortization or
       write-off of deferred financing costs), plus

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

       "Consolidated Interest Expense" means, with respect to any Person for any
period, the sum (without duplication) of:

              (i) the aggregate of the interest expense of such Person and its
       Restricted Subsidiaries for such period determined on a consolidated
       basis in accordance with GAAP, including, without limitation,

                     (a) any amortization of debt discount and amortization or
              write-off of deferred financing costs,

                     (b) the net costs under Interest Swap Obligations,

                     (c) all capitalized interest,

                     (d) the interest portion of any deferred payment
              obligation,

                     (e) dividends paid in respect of Disqualified Capital
              Stock,

                     (f) net payments (whether positive or negative) pursuant to
              Interest Swap Obligations, and

              (ii) the interest component of Capitalized Lease Obligations,

in each case paid, accrued and/or scheduled to be paid or accrued by such Person
and its Restricted Subsidiaries during such period as determined on a
consolidated basis in accordance with GAAP. Notwithstanding the foregoing,
Consolidated Interest Expense of the Company shall include the interest expense
of a Person only to the extent that the net income of such Person is included in
the Consolidated Net Income of the Company.


                                       7
<PAGE>   15

       "Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate net income (or loss) of such Person and its Restricted
Subsidiaries for such period on a consolidated basis, determined in accordance
with GAAP; provided that there shall be excluded therefrom:

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

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

              (c) the net income of any Person acquired in a "pooling of
       interests" transaction accrued prior to the date it becomes a Restricted
       Subsidiary of the referent Person or is merged or consolidated with or
       into the referent Person or any Restricted Subsidiary of the referent
       Person;

              (d) the net income (but not loss) of any Restricted Subsidiary of
       the referent Person to the extent that the declaration of dividends or
       similar distributions by that Restricted Subsidiary of that income is at
       the time of determination restricted, directly or indirectly, by a
       contract, operation of law or otherwise;

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

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

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

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

Notwithstanding the foregoing, "Consolidated Net Income" shall be calculated
without giving effect to:

              (i) any premiums, fees or expenses incurred and amortization of
       premiums, fees or expenses incurred since March 31, 2001 in connection
       with the refinancing or the Recapitalization and related financings; and

              (ii) the amortization, depreciation, or non-cash charge of any
       amounts required or permitted by Accounting Principles Board Opinion Nos.
       16 or 17.

       "Consolidated Net Tangible Assets" means, as of any date, the total
amount of assets of the Company and its Restricted Subsidiaries (less applicable
depreciation, amortization and other


                                       8
<PAGE>   16

valuation reserves), net of any write-ups of capital assets, other than
write-ups in connection with accounting for acquisitions in conformity with
GAAP, after deducting therefrom

              (i) all current liabilities of the Company and its Restricted
       Subsidiaries (excluding intercompany items), and

              (ii) all deferred tax assets, goodwill, trade names, trademarks,
       copyrights, patents, unamortized debt discount and expense, and all other
       items which would be treated as intangibles,

in each case as shown on a consolidated balance sheet of the Company and its
Restricted Subsidiaries prepared in accordance with GAAP.

       "Consolidated Non-Cash Charges" means, with respect to any Person, for
any period, the aggregate depreciation, amortization, exchange or translation
losses on foreign currencies and other non-cash expenses of such Person and its
Restricted Subsidiaries reducing Consolidated Net Income of such Person and its
Restricted Subsidiaries for such period, determined on a consolidated basis in
accordance with GAAP (excluding any such charge which requires an accrual of or
a reserve for cash charges for any future period).

       "Covenant Defeasance" has the meaning provided in Section 8.02.

       "Credit Agreement" means the Credit Agreement dated as of the Issue Date
among Holdings, the Company and the financial institutions named therein, and
any related notes, collateral documents, letters of credit and guarantees,
including any appendices, exhibits or schedules to any of the foregoing (as the
same may be in effect from time to time), in each case, as such agreements may
be amended, modified, supplemented or restated from time to time, or refunded,
refinanced, restructured, replaced, renewed, repaid or extended from time to
time (whether with the original agents and lenders or other agents or lenders or
otherwise, and whether provided under the original credit agreement or other
credit agreements or otherwise) (including, without limitation, increasing the
amount of available borrowings or other Indebtedness thereunder (provided that
such increase in borrowings is permitted by the covenant described in Section
4.12)).

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

       "Custodian" means any receiver, trustee, assignee, liquidator,
sequestrator or similar official under any applicable Bankruptcy Law.

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

       "Default Notice" has the meaning provided in Section 10.02.

       "Depository" means The Depository Trust Company and its successors.


                                       9
<PAGE>   17

       "Designated Noncash Consideration" means any noncash consideration
received by the Company or one of its Restricted Subsidiaries in connection with
an Asset Sale that is designated as Designated Noncash Consideration pursuant to
an Officers' Certificate executed by the principal executive officer and the
principal financial officer of the Company or such Restricted Subsidiary at the
time of such Asset Sale. Any particular item of Designated Noncash Consideration
will cease to be considered to be outstanding once cash or Cash Equivalents have
been received by the Company or a Restricted Subsidiary in exchange therefor as
proceeds or payments. Promptly after receipt of any Designated Noncash
Consideration, the Company shall deliver such Officers' Certificate to the
Trustee, together with a Board Resolution of the Company stating the fair market
value of such Designated Noncash Consideration and the basis of such valuation,
which shall be a report or opinion of an Independent Financial Advisor with
respect to the receipt in one transaction or a series of related transactions of
Designated Noncash Consideration with a fair market value in excess of $25
million.

       "Designated Senior Debt" means:

              (i) Indebtedness of the Company under or in respect of the Credit
       Agreement and

              (ii) any other Indebtedness of the Company constituting Senior
       Debt which, at the time of determination, has an aggregate outstanding
       principal amount of at least $75 million and is specifically designated
       by the Company in the instrument evidencing such Senior Debt as
       "Designated Senior Debt."

       "Disqualified Capital Stock" means that portion of any Capital Stock
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable), or upon the happening of any
event, matures or is mandatorily redeemable, pursuant to a sinking fund
obligation or otherwise, or is redeemable at the option of the holder thereof,
in each case on or prior to the final maturity date of the Notes, provided,
however, that if such Capital Stock is issued to any plan for the benefit of
employees of the Company or by any such plan to such employees, such Capital
Stock shall not constitute Disqualified Capital Stock solely because it may be
required to be repurchased by the Company in order to satisfy applicable
statutory or regulatory obligations.

       "Equity Offering" means any sale of Qualified Capital Stock of Holdings
or the Company; provided that, in the event of an Equity Offering by Holdings,
Holdings contributes to the capital of the Company the portion of the net cash
proceeds of such Equity Offering necessary to pay the aggregate redemption
price, plus accrued interest to the redemption date, of the Notes to be redeemed
as described under Section 6(b) of Exhibit A hereto.

       "Event of Default" has the meaning provided in Section 6.01.

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

       "Exchange Notes" has the meaning provided in the preamble to this
Indenture.

       "Exchange Offer" means the registration by the Company under the
Securities Act pursuant to a registration statement of the offer by the Company
to each Holder of the Initial


                                       10
<PAGE>   18

Notes and each Holder of Additional Notes, if any, to exchange all the Initial
Notes and Additional Notes held by such Holder for Exchange Notes in an
aggregate principal amount equal to the aggregate principal amount of the
Initial Notes and Additional Notes held by such Holder, all in accordance with
the terms and conditions of the Registration Rights Agreement.

       "fair market value" means, with respect to any asset or property, the
price which could be negotiated in an arm's-length, free market transaction, for
cash, between a willing seller and a willing and able buyer, neither of whom is
under undue pressure or compulsion to complete the transaction.

       "Four Quarter Period" has the meaning specified in the definition of
"Consolidated Fixed Charge Coverage Ratio" above.

       "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 may have been approved by a significant
segment of the accounting profession as of the Issue Date.

       "Global Notes" has the meaning provided in Section 2.01.

       "Guarantee" means, as the context requires, the Guarantee of Holdings set
forth in Article Eleven or a Guarantee of a Restricted Subsidiary described in
Section 4.19 and shall include, in the case of any Guarantor, any guarantee of
such Guarantor which is endorsed on the Notes.

       "Guarantee Obligations" has the meaning provided in Section 12.01.

       "Guarantor Designated Senior Debt" means, with respect to any Guarantor:

              (i) Indebtedness of such Guarantor under or in respect of the
       Credit Agreement; and

              (ii) any other Indebtedness of such Guarantor constituting
       Guarantor Senior Debt of such Guarantor which, at the time of
       determination, has an aggregate outstanding principal amount of at least
       $75 million and is specifically designated by such Guarantor in the
       instrument evidencing such Guarantor Senior Debt as "Guarantor Designated
       Senior Debt."

       "Guarantor" means each of Holdings and any Restricted Subsidiary that
executes a Guarantee pursuant to Section 4.19, each until a successor replaces
it pursuant to this Indenture and thereafter means such successor. A Restricted
Subsidiary whose Guarantee has terminated pursuant to Section 4.19 shall cease
to be a Guarantor effective as of such termination.

       "Guarantor Blockage Period" has the meaning provided in Section 12.02.

       "Guarantor Default Notice" has the meaning provided in Section 12.02.

       "Guarantor Senior Debt" means, with respect to a Guarantor, the principal
of, premium, if any, and interest (including any interest accruing subsequent to
the filing of a bankruptcy


                                       11
<PAGE>   19

petition at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law and
without giving effect to any reduction in the amount of such Indebtedness which
is necessary to prevent the obligation of such Guarantor with respect thereto
from being rendered void or voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer) on any Indebtedness of such Guarantor,
whether outstanding on the Issue Date or thereafter created, incurred or
assumed, unless, in the case of any particular Indebtedness, the instrument
creating or evidencing the same or pursuant to which the same is outstanding
expressly provides that such Indebtedness shall not be senior in right of
payment to the Guarantee of such Guarantor. Without limiting the generality of
the foregoing, "Guarantor Senior Debt" shall also include the principal of,
premium, if any, interest (including any interest accruing subsequent to the
filing of a petition of bankruptcy at the rate provided for in the documentation
with respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of,

              (x) all monetary obligations (including guarantees thereof), if
any, of every nature of such Guarantor under or with respect to the Credit
Agreement, including, without limitation, obligations to pay principal and
interest, reimbursement obligations under letters of credit, fees, expenses and
indemnities,

              (y) all Interest Swap Obligations (including guarantees thereof)
and

              (z) all obligations (including guarantees thereof) under Currency
Agreements, in each case whether outstanding on the Issue Date or thereafter
incurred.

Notwithstanding the foregoing, "Guarantor Senior Debt" shall not include:

              (i) any Indebtedness of such Guarantor to a Subsidiary of such
       Guarantor;

              (ii) Indebtedness to, or guaranteed by such Guarantor for the
       benefit of, any shareholder (other than a parent corporation), director,
       officer or employee of such Guarantor or any Subsidiary of such Guarantor
       (including, without limitation, amounts owed for compensation);

              (iii) Indebtedness to trade creditors and other amounts incurred
       in connection with obtaining goods, materials or services;

              (iv) Indebtedness represented by Disqualified Capital Stock;

              (v) any liability for federal, state, local or other taxes owed or
       owing by such Guarantor;

              (vi) any Indebtedness incurred in violation of the Indenture; and

              (vii) any Indebtedness, and any other obligation referred to in
       clause (x), (y) or (z) of this definition, which in each case is, by its
       express terms or by the express terms of the instrument or agreement
       creating or evidencing the same or pursuant to which the same is
       outstanding, (a) subordinated in right of payment to any other
       Indebtedness of such Guarantor, in the case of a Restricted Subsidiary,
       or (b) subordinated in right of


                                       12
<PAGE>   20

       payment to or pari passu with the Guarantee of Holdings described above
       under Article Eleven in the case of Holdings.

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

       "Holdings" means Del Monte Foods Company, a Delaware corporation, until a
successor replaces it pursuant to this Indenture and thereafter means such
successor.

       "incur" has the meaning provided in Section 4.12.

       "Indebtedness" means with respect to any Person, without duplication,

              (i) all obligations of such Person for borrowed money;

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

              (iii) all Capitalized Lease Obligations of such Person (but
       excluding any operating lease obligations);

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

              (v) all obligations for the reimbursement of any obligor on any
       letter of credit, banker's acceptance or similar credit transaction;

              (vi) guarantees and other contingent obligations in respect of
       Indebtedness referred to in clauses (i) through (v) above and clause
       (viii) below;

              (vii) all obligations of any other Person of the type referred to
       in clauses (i) through (vi) above and clause (viii) below that are
       secured by any Lien on any property or asset of such Person, the amount
       of such obligation being deemed to be the lesser of the fair market value
       of such property or asset or the amount of the obligation so secured;

              (viii) all obligations under Currency Agreements and Interest Swap
       Obligations of such Person; and

              (ix) all Disqualified Capital Stock issued by such Person with the
       amount of Indebtedness represented by such Disqualified Capital Stock
       being equal to its maximum fixed repurchase price (or comparable price
       that such Person may be required to pay for the acquisition or retirement
       of such Disqualified Capital Stock), but excluding accrued dividends, if
       any.

For purposes hereof, the "maximum fixed repurchase price" of any Disqualified
Capital Stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of


                                       13
<PAGE>   21

such Disqualified Capital Stock as if such Disqualified Capital Stock were
purchased on any date on which Indebtedness shall be required to be determined
pursuant to this Indenture, and if such price is based upon, or measured by, the
fair market value of such Disqualified Capital Stock, such fair market value
shall be determined reasonably and in good faith by the Board of Directors of
the issuer of such Disqualified Capital Stock.

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

       "Independent Financial Advisor" means a firm:

              (i) which does not, and whose directors, officers and employees or
       Affiliates do not, have a direct or indirect equity beneficial ownership
       interest in the Company exceeding 10%; and

              (ii) which, in the judgment of the Board of Directors of the
       Company, is otherwise independent and qualified to perform the task for
       which it is to be engaged.

       "Initial Notes" has the meaning provided in the preamble to this
Indenture.

       "interest" on the Notes shall include Additional Interest, if any, unless
otherwise expressly stated or the context otherwise requires. For purposes of
clarity, it is hereby understood and agreed that references to "interest" on the
Notes shall mean and include "Additional Interest" notwithstanding the fact that
there may be references in this Indenture to "interest and Additional Interest."

       "Interest Payment Date" means the stated maturity of an installment of
interest on the Notes.

       "Interest Swap Obligations" means the obligations of any Person pursuant
to any arrangement with any other Person, whereby, directly or indirectly, such
Person is entitled to receive from time to time periodic payments calculated by
applying either a floating or a fixed rate of interest on a stated notional
amount in exchange for periodic payments made by such other Person calculated by
applying a fixed or a floating rate of interest on the same notional amount and
shall include, without limitation, interest rate swaps, caps, floors, collars
and similar agreements.

       "Internal Revenue Code" means the Internal Revenue Code of 1986.

       "Investment" means, with respect to any Person, any direct or indirect
loan or other extension of credit (including, without limitation, a guarantee)
or capital contribution to (by means of any transfer of cash or other property
to others or any payment for property or services for the account or use of
others), or any purchase or acquisition by such Person of any Capital Stock,
bonds, notes, debentures or other securities or evidences of Indebtedness issued
by, any other Person. In the case of the Company, "Investment" shall exclude
extensions of trade credit (including trade receivables) by the Company and its
Restricted Subsidiaries on commercially reasonable terms in accordance with
normal trade practices of the Company or such Restricted Subsidiary, as the case
may be. For the purposes of Section 4.10,


                                       14
<PAGE>   22

              (i) "Investment" shall include and be valued at the portion of the
       fair market value of the net assets of any Restricted Subsidiary
       represented by the Company's equity interest in such Subsidiary at the
       time that such Restricted Subsidiary is designated an Unrestricted
       Subsidiary and shall exclude the fair market value of the net assets of
       any Unrestricted Subsidiary at the time that such Unrestricted Subsidiary
       is designated a Restricted Subsidiary and

              (ii) the amount of any Investment shall be the original cost of
       such Investment plus the cost of all additional Investments by the
       Company or any of its Restricted Subsidiaries, without any adjustments
       for increases or decreases in value, or write-ups, write-downs or
       write-offs with respect to such Investment, reduced by the payment of
       dividends or distributions in connection with such Investment or any
       other amounts received in respect of such Investment; provided that no
       such payment of dividends or distributions or receipt of any such other
       amounts shall reduce the amount of any Investment if such payment of
       dividends or distributions or receipt of any such amounts would be
       included in Consolidated Net Income.

If the Company or any Restricted Subsidiary of the Company sells or otherwise
disposes of any Common Stock of any direct or indirect Restricted Subsidiary of
the Company such that, after giving effect to any such sale or disposition, the
Company no longer owns, directly or indirectly, 80% of the outstanding Common
Stock of such Restricted Subsidiary, the Company shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Common Stock of such Restricted Subsidiary not sold or disposed of.

       "Issue Date" means May 15, 2001.

       "Legal Defeasance" has the meaning provided in Section 8.02.

       "Legal Holiday" has the meaning provided in Section 13.07.

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

       "Maturity Date" means May 15, 2011.

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

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

              (b) taxes paid or payable after taking into account any reduction
       in consolidated tax liability due to available tax credits or deductions
       and any tax sharing arrangements;


                                       15
<PAGE>   23

              (c) repayment of Indebtedness that is required to be repaid in
       connection with such Asset Sale; and

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

       "Net Proceeds Offer" has the meaning provided in Section 4.16.

       "Net Proceeds Offer Amount" has the meaning provided in Section 4.16.

       "Net Proceeds Offer Payment Date" has the meaning provided in Section
4.16.

       "Net Proceeds Offer Trigger Date" has the meaning provided in Section
4.16.

       "Non-U.S. Person" means a Person who is not a U.S. person, as such term
is defined in Regulation S.

       "Notes" means the Initial Notes, Additional Notes and the Exchange Notes,
treated as a single class of securities, as amended or supplemented from time to
time in accordance with the terms hereof, that are issued pursuant to this
Indenture. For purposes of this Indenture, all Notes shall vote together as one
class of securities under this Indenture.

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

       "Offering Memorandum" means the Offering Memorandum dated May 3, 2001,
pursuant to which the Initial Notes were offered, and any supplement thereto.

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

       "Officers' Certificate" means, with respect to any Person, a certificate
signed by two Officers or by an Officer and either an Assistant Treasurer or an
Assistant Secretary of such Person and otherwise complying with the applicable
requirements of this Indenture, as they relate to the making of an Officers'
Certificate.

       "Offshore Global Notes" has the meaning provided in Section 2.01.

       "Offshore Physical Notes" has the meaning provided in Section 2.01.

       "Opinion of Counsel" means a written opinion from legal counsel, who may
be internal counsel for the Company, or who is otherwise reasonably acceptable
to the Trustee complying


                                       16
<PAGE>   24

with the requirements of Sections 13.04 and 13.05, as they relate to the giving
of an Opinion of Counsel.

       "Pari Passu Indebtedness" has the meaning provided in Section 4.16.

       "Paying Agent" has the meaning provided in Section 2.03.

       "Permitted Indebtedness" means, without duplication, each of the
following:

              (i) Indebtedness under the Notes, excluding any Additional Notes;

              (ii) Indebtedness incurred pursuant to the Credit Agreement in an
       aggregate principal amount at any time outstanding not to exceed the
       greater of (i) the Borrowing Base, or (ii) $840 million less

                     (A) the sum of:

                            (y) the aggregate amount of all scheduled mandatory
                     principal payments in respect of term loans thereunder
                     (excluding any such payments to the extent refinanced at
                     the time of payment under a replacement Credit Agreement)
                     actually made by the Company, plus

                            (z) the aggregate amount of all mandatory principal
                     payments in respect of such term loans thereunder made by
                     reason of or attributable to the receipt of proceeds from
                     Asset Sales; plus

                     (B) in the case of the revolving credit facility
              thereunder, the aggregate amount of required permanent repayments
              which are accompanied by a corresponding permanent commitment
              reduction thereunder made by reason of or attributable to the
              receipt of proceeds from Asset Sales; plus

                     (C) the amount of the Receivables Program Obligations then
              outstanding.

              (iii) other Indebtedness of the Company and its Restricted
       Subsidiaries outstanding on the Issue Date (excluding any Indebtedness in
       respect of the Company's 12-1/4 Senior Subordinated Notes due 2007 which
       are repurchased or retired by or on behalf of the Company as contemplated
       by the offer to purchase by the Company dated April 16, 2001), reduced by
       the amount of any scheduled amortization payments or mandatory
       prepayments when actually paid or permanent reductions thereon;

              (iv) Interest Swap Obligations of the Company covering
       Indebtedness of the Company or any of its Restricted Subsidiaries and
       Interest Swap Obligations of any Restricted Subsidiary of the Company
       covering Indebtedness of such Restricted Subsidiary; provided, however,
       that such Interest Swap Obligations are entered into to protect the
       Company and its Restricted Subsidiaries from fluctuations in interest
       rates on Indebtedness incurred in accordance with this Indenture to the
       extent the notional principal amount of such Interest Swap Obligation
       does not exceed the principal amount of the Indebtedness to which such
       Interest Swap Obligation relates;


                                       17
<PAGE>   25

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

              (vi) Indebtedness of a Wholly Owned Restricted Subsidiary of the
       Company to the Company or to another Wholly Owned Restricted Subsidiary
       of the Company, in either case for so long as such Indebtedness is held
       by the Company or a Wholly Owned Restricted Subsidiary of the Company, in
       each case subject to no Lien held by a Person other than the Company or a
       Wholly Owned Restricted Subsidiary of the Company; provided that if as of
       any date any Person other than the Company or a Wholly Owned Restricted
       Subsidiary of the Company owns or holds any such Indebtedness or holds a
       Lien in respect of such Indebtedness, there shall be deemed to have
       occurred on such date the incurrence of Indebtedness not constituting
       Permitted Indebtedness by the issuer of such Indebtedness;

              (vii) Indebtedness of the Company to a Wholly Owned Restricted
       Subsidiary of the Company for so long as such Indebtedness is held by a
       Wholly Owned Restricted Subsidiary of the Company, in each case subject
       to no Lien; provided that:

                     (a) any Indebtedness of the Company to a Wholly Owned
              Restricted Subsidiary of the Company is unsecured and
              subordinated, pursuant to a written agreement, to the Company's
              obligations under this Indenture and the Notes and

                     (b) if as of any date any Person other than a Wholly Owned
              Restricted Subsidiary of the Company owns or holds any such
              Indebtedness or any Person holds a Lien in respect of such
              Indebtedness, there shall be deemed to have occurred on such date
              the incurrence of Indebtedness not constituting Permitted
              Indebtedness by the Company;

              (viii) Indebtedness arising from the honoring by a bank or other
       financial institution of a check, draft or similar instrument
       inadvertently (except in the case of daylight overdrafts) drawn against
       insufficient funds in the ordinary course of business; provided, however,
       that such Indebtedness is extinguished within five business days of
       incurrence;

              (ix) Indebtedness of the Company or any of its Restricted
       Subsidiaries in respect of security for workers' compensation claims,
       payment obligations in connection with self-insurance, performance bonds,
       surety bonds or similar requirements in the ordinary course of business;

              (x) Capitalized Lease Obligations and Purchase Money Indebtedness
       of the Company and its Restricted Subsidiaries incurred in the ordinary
       course of business and Indebtedness arising from the conversion of the
       obligations of the Company under or pursuant to the "synthetic lease"
       transactions to on-balance sheet Indebtedness of the Company in an
       aggregate amount at any time outstanding not to exceed 10% of the
       Consolidated Net Tangible Assets of the Company as shown on the then most
       recent


                                       18
<PAGE>   26

       consolidated balance sheet of the Company and its Restricted Subsidiaries
       prepared in accordance with GAAP;

              (xi) guarantees by the Company and its Wholly Owned Restricted
       Subsidiaries of each other's Indebtedness; provided that such
       Indebtedness is permitted to be incurred under this Indenture, including,
       with respect to guarantees by Wholly Owned Restricted Subsidiaries of the
       Company, the provisions of Section 4.19;

              (xii) Acquired Indebtedness and Acquisition Financing
       Indebtedness; provided that, if such Indebtedness is incurred after June
       30, 2003, immediately after giving effect to the transaction in which
       such Acquired Indebtedness or Acquisition Financing Indebtedness is
       incurred, the Company is able to incur at least $1.00 of additional
       Indebtedness (other than Permitted Indebtedness) in compliance with
       Section 4.12; and provided further, that if such Indebtedness is incurred
       on or before June 30, 2003, the Consolidated Fixed Charge Coverage Ratio
       of the Company and its Restricted Subsidiaries, after giving effect to
       the transaction in which such Acquired Indebtedness or Acquisition
       Financing Indebtedness is incurred (a "pro forma Consolidated Fixed
       Charge Coverage Ratio") (A) shall be greater than 1.8 to 1.0, and (B)
       shall be at least equal to the Consolidated Fixed Charge Coverage Ratio
       at such time without giving effect to the transaction in which such
       Acquired Indebtedness or Acquisition Financing Indebtedness is incurred;

              (xiii) Indebtedness arising from agreements providing for
       indemnification, adjustment of purchase price or similar obligations, or
       from guarantees or letters of credit, surety bonds or performance bonds
       securing any obligations of the Company or any of its Restricted
       Subsidiaries pursuant to such agreements, in each case incurred in
       connection with the disposition of any business, assets or Restricted
       Subsidiary of the Company (other than guarantees of Indebtedness or other
       obligations incurred by any Person acquiring all or any portion of such
       business, assets or Restricted Subsidiary of the Company for the purpose
       of financing such acquisition) in a principal amount not to exceed the
       gross proceeds actually received by the Company or any of its Restricted
       Subsidiaries in connection with such disposition; provided, however, that
       the principal amount of any Indebtedness incurred pursuant to this clause
       (xiii), when taken together with all Indebtedness incurred pursuant to
       this clause (xiii) and then outstanding, shall not exceed $25 million;

              (xiv) guarantees furnished by the Company or its Restricted
       Subsidiaries in the ordinary course of business of Indebtedness of
       another Person in an aggregate amount not to exceed $10 million at any
       time outstanding;

              (xv) Refinancing Indebtedness;

              (xvi) Receivables Program Obligations;

              (xvii) additional Indebtedness of the Company and its Restricted
       Subsidiaries in an aggregate principal amount not to exceed $65 million
       at any one time outstanding (which amount may, but need not, be incurred
       in whole or in part under the Credit Agreement);


                                       19
<PAGE>   27

              (xviii) Indebtedness incurred under commercial letters of credit
       issued for the account of the Company or any of its Restricted
       Subsidiaries in the ordinary course of business (and not for the purpose
       of, directly or indirectly, incurring Indebtedness or providing credit
       support or a similar arrangement in respect of Indebtedness), provided
       that any drawing under any such letter of credit is reimbursed in full
       within seven days; and

              (xix) any guarantee by a Restricted Subsidiary of any Indebtedness
       incurred pursuant to the Credit Agreement.

       For purposes of determining compliance with Section 4.12, in the event
that an item of Indebtedness meets the requirements of one or more of the
categories of Permitted Indebtedness set forth in clauses (i) through (xviii)
above, the Company shall, in its sole discretion, determine under which such
clause such item of Indebtedness shall be classified and, so long as such item
of Indebtedness meets the requirements for inclusion as Permitted Indebtedness
under such clause, such item of Indebtedness will be treated as having been
incurred pursuant to such clause.

       "Permitted Investments" means:

              (i) Investments by the Company or any Restricted Subsidiary of the
       Company in any Person that is or will become immediately after such
       Investment a Restricted Subsidiary of the Company or that will
       immediately after such Investment merge or consolidate with or into the
       Company or a Restricted Subsidiary of the Company, or that will
       immediately after such Investment transfer or convey all of its assets
       (including such Investment) to the Company or a Restricted Subsidiary of
       the Company, provided that such Person is engaged, in all material
       respects, solely in the business of food, food distribution and related
       businesses;

              (ii) Investments in the Company by any Restricted Subsidiary of
       the Company; provided that any Indebtedness evidencing such Investment is
       unsecured and subordinated, pursuant to a written agreement, to the
       Company's obligations under the Notes and this Indenture;

              (iii) Investments in cash and Cash Equivalents;

              (iv) loans and advances to employees and officers of the Company
       and its Restricted Subsidiaries in the ordinary course of business for
       bona fide business purposes not in excess of $10 million at any one time
       outstanding;

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

              (vi) additional Investments not to exceed $37.5 million at any one
       time outstanding;

              (vii) Investments in securities received in settlement of
       obligations of trade creditors or customers in the ordinary course of
       business or in satisfaction of judgements


                                       20
<PAGE>   28

       or pursuant to any plan of reorganization or similar arrangement upon the
       bankruptcy or insolvency of such trade creditors or customers;

              (viii) Investments made by the Company or its Restricted
       Subsidiaries as a result of consideration received in connection with an
       Asset Sale made in compliance with Section 4.16, or not constituting an
       Asset Sale by reason of the $1 million threshold contained in the
       definition thereof;

              (ix) Investments specifically permitted by and made in accordance
       with the provisions of Section 4.11;

              (x) guarantees permitted by Section 4.19;

              (xi) Related Business Investments in companies and ventures in
       which the Company or a Restricted Subsidiary of the Company holds an
       equity ownership interest of not less than 33.3% in an aggregate amount
       not exceeding the sum of

                     (x) the unutilized portion of the amount of Investments
              permitted by clause (vi) of this definition, plus

                     (y) the proceeds of the sale of certain assets identified
              in Schedule 1 to this Indenture as being held for disposition,
              plus

                     (z) $37.5 million;

              (xii) Investments made in connection with a Qualified Receivables
       Transaction; and

              (xiii) any acquisition of assets solely in exchange for the
       issuance of Qualified Capital Stock of the Company.

       "Permitted Liens" means the following types of Liens:

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

              (ii) statutory Liens of landlords and Liens of carriers,
       warehousemen, mechanics, suppliers, materialmen, repairmen and other
       Liens imposed by law incurred in the ordinary course of business for sums
       not yet delinquent for a period of more than 60 days or being contested
       in good faith, if such reserve or other appropriate provision, if any, as
       shall be required by GAAP shall have been made in respect thereof;

              (iii) Liens incurred or deposits made in the ordinary course of
       business in connection with workers' compensation, unemployment insurance
       and other types of social security or similar obligations, including any
       Lien securing letters of credit issued in the ordinary course of business
       consistent with past practice in connection therewith, or to secure the
       performance of tenders, statutory obligations, surety and appeal bonds,


                                       21
<PAGE>   29

       bids, leases, government contracts, performance and return-of-money bonds
       and other similar obligations (exclusive of obligations for the payment
       of borrowed money);

              (iv) 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 shall
       not have been finally terminated or the period within which such
       proceedings may be initiated shall not have expired;

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

              (vi) any interest or title of a lessor under any lease, whether or
       not characterized as capital or operating; provided that such Liens do
       not extend to any property or assets which is not leased property subject
       to such lease;

              (vii) Liens securing Capitalized Lease Obligations and Purchase
       Money Indebtedness incurred in accordance with Section 4.12; provided,
       however, that in the case of Purchase Money Indebtedness

                     (A) the Indebtedness shall not exceed the cost of such
              property or assets being acquired or constructed and shall not be
              secured by any property or assets of the Company or any Restricted
              Subsidiary of the Company other than the property and assets being
              acquired or constructed, and

                     (B) the Lien securing such Indebtedness shall be created
              within 90 days of such acquisition or construction;

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

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

              (x) Liens encumbering deposits made to secure obligations arising
       from statutory, regulatory, contractual, or warranty requirements of the
       Company or any of its Restricted Subsidiaries, including rights of offset
       and set-off;

              (xi) Liens securing Interest Swap Obligations that relate to
       Indebtedness that is otherwise permitted under this Indenture;

              (xii) Liens securing Indebtedness under Currency Agreements;

              (xiii) Liens securing Acquired Indebtedness incurred in accordance
       with Section 4.12; provided that


                                       22
<PAGE>   30

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

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

              (xiv) leases or subleases granted to others not interfering in any
       material respect with the business of the Company or its Restricted
       Subsidiaries;

              (xv) Liens arising out of consignment or similar arrangements for
       the sale of goods entered into by the Company or any of its Restricted
       Subsidiaries in the ordinary course of business; and

              (xvi) Liens on Receivables Program Assets securing Receivables
       Program Obligations.

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

       "Physical Notes" has the meaning provided in Section 2.01.

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

       "principal" of any Indebtedness (including the Notes) means the
outstanding principal amount of such Indebtedness plus the premium, if any, on
such indebtedness. For purposes of clarity, it is hereby understood and agreed
that references to "principal" shall mean and include "premium, if any"
notwithstanding the fact that there may be references in this Indenture or the
Notes to "principal and premium", if any.

       "Private Placement Legend" has the meaning provided in Section 2.15.

       "Proceeds Purchase Date" has the meaning provided in Section 4.16.

       "pro forma" means, with respect to any calculation made or required to be
made pursuant to the terms of this Indenture, a calculation in accordance with
Article 11 of Regulation S-X under the Securities Act, except as otherwise
specified herein.


                                       23
<PAGE>   31

       "Purchase Money Indebtedness" means Indebtedness of the Company or any of
its Restricted Subsidiaries incurred in the normal course of business for the
purpose of financing all or any part of the purchase price, or the cost of
installation, construction or improvement, of real or personal property or
assets.

       "Purchase Money Note" means a promissory note evidencing the obligation
of a Receivables Subsidiary to pay the purchase price for Receivables or other
indebtedness to the Company or to any other Seller in connection with a
Qualified Receivables Transaction, which note shall be repaid from cash
available to the maker of such note, other than cash required to be held as
reserves pursuant to Receivables Documents, amounts paid in respect of interest,
principal and other amounts owing under Receivables Documents and amounts paid
in connection with the purchase of newly generated Receivables.

       "Qualified Capital Stock" means any Capital Stock that is not
Disqualified Capital Stock.

       "Qualified Institutional Buyer" or "QIB" shall have the meaning specified
in Rule 144A under the Securities Act.

       "Qualified Receivables Transaction" means any transaction or series of
transactions that may be entered into by the Company or any Subsidiary of the
Company pursuant to which the Company or any such Subsidiary may sell, convey or
otherwise transfer to a Receivables Subsidiary (in the case of a transfer by the
Company or any other Seller) and any other person (in the case of a transfer by
a Receivables Subsidiary), or may grant a security interest in, any Receivables
Program Assets (whether existing on the date of this Indenture or arising
thereafter); provided that:

              (a) no portion of the Indebtedness or any other obligations
       (contingent or otherwise) of a Receivables Subsidiary or Special Purpose
       Vehicle

                     (i) is guaranteed by the Company or any other Seller
              (excluding guarantees of obligations pursuant to Standard
              Securitization Undertakings),

                     (ii) is recourse to or obligates the Company or any other
              Seller in any way other than pursuant to Standard Securitization
              Undertakings, or

                     (iii) subjects any property or asset of the Company or any
              other Seller, directly or indirectly, contingently or otherwise,
              to the satisfaction of obligations incurred in such transactions,
              other than pursuant to Standard Securitization Undertakings;

              (b) neither the Company or any other Seller has any material
       contract, agreement, arrangement or understanding with a Receivables
       Subsidiary or a Special Purpose Vehicle (except in connection with a
       Purchase Money Note or Qualified Receivables Transaction) other than on
       terms no less favorable to the Company or such Seller than those that
       might be obtained at the time from Persons that are not Affiliates of the
       Company, other than fees payable in the ordinary course of business in
       connection with servicing accounts receivable; and


                                       24
<PAGE>   32

              (c) the Company and the other Sellers do not have any obligation
       to maintain or preserve the financial condition of a Receivables
       Subsidiary or a Special Purpose Vehicle or cause such entity to achieve
       certain levels of operating results.

       "Recapitalization" means the recapitalization of Holdings pursuant to the
Agreement and Plan of Merger dated as of February 21, 1997, as amended and
restated as of April 14, 1997, entered into among TPG, TPG Shield Acquisition
Corporation and Holdings.

       "Receivables" means all rights of the Company or any other Seller to
payments (whether constituting accounts, chattel paper, instruments, general
intangibles or otherwise, and including the right to payment of any interest or
finance charges), which rights are identified in the accounting records of the
Company or such Seller as accounts receivable.

       "Receivables Documents" means:

              (x) a receivables purchase agreement, pooling and servicing
       agreement, credit agreement, agreements to acquire undivided interests or
       other agreement to transfer, or create a security interest in,
       Receivables Program Assets, in each case as amended, modified,
       supplemented or restated and in effect from time to time and entered into
       by the Company, another Seller and/or a Receivables Subsidiary, and

              (y) each other instrument, agreement and other document entered
       into by the Company, any other Seller or a Receivables Subsidiary
       relating to the transactions contemplated by the agreements referred to
       in clause (x) above, in each case as amended, modified, supplemented or
       restated and in effect from time to time.

       "Receivables Program Assets" means:

              (a) all Receivables which are described as being transferred by
       the Company, another Seller or a Receivables Subsidiary pursuant to the
       Receivables Documents;

              (b) all Receivables Related Assets; and

              (c) all collections (including recoveries) and other proceeds of
       the assets described in the foregoing clauses.

       "Receivables Program Obligations" means:

              (a) notes, trust certificates, undivided interests, partnership
       interests or other interests representing the right to be paid a
       specified principal amount for the Receivables Program Assets, and

              (b) related obligations of the Company, a Subsidiary of the
       Company or a Special Purpose Vehicle (including, without limitation,
       rights in respect of interest or yield, breach of warranty claims and
       expense reimbursement and indemnity provisions).


                                       25
<PAGE>   33

       "Receivables Related Assets" means:

              (i) any rights arising under the documentation governing or
       relating to Receivables (including rights in respect of liens securing
       such Receivables and other credit support in respect of such
       Receivables);

              (ii) any proceeds of such Receivables and any lockboxes or
       accounts in which such proceeds are deposited;

              (iii) spread accounts and other similar accounts (and any amounts
       on deposit therein) established in connection with a Qualified
       Receivables Transaction;

              (iv) any warranty, indemnity, dilution and other intercompany
       claim arising out of Receivables Documents; and

              (v) other assets which are customarily transferred or in respect
       of which security interests are customarily granted in connection with
       asset securitization transactions involving accounts receivable.

       "Receivables Subsidiary" means a special purpose wholly owned subsidiary
of the Company created in connection with the transactions contemplated by a
Qualified Receivables Transaction, which subsidiary engages in no activities
other than those incidental to such Qualified Receivables Transaction and which
is designated as a Receivables Subsidiary by the Company's Board of Directors.
Any such designation by the Board of Directors shall be evidenced by filing with
the Trustee a Board Resolution of the Company giving effect to such designation
and an Officers' Certificate certifying, to the best of such officers' knowledge
and belief after consulting with counsel, such designation, and the transactions
in which the Receivables Subsidiary will engage, comply with the requirements of
the definition of Qualified Receivables Transaction.

       "Record Date" means each of the dates designated as such in the Notes,
whether or not a Legal Holiday.

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

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

       "Reference Date" has the meaning provided in Section 4.10.

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

       "Refinancing Indebtedness" means any Refinancing by the Company or any
Restricted Subsidiary of the Company of Indebtedness incurred in accordance with
Section 4.12 (other than


                                       26
<PAGE>   34

pursuant to clauses (ii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xi),
(xiii), (xiv), (xvi), (xvii) or (xviii) of the definition of Permitted
Indebtedness), in each case that does not:

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

              (2) create Indebtedness with

                     (A) a Weighted Average Life to Maturity that is less than
              the Weighted Average Life to Maturity of the Indebtedness being
              Refinanced, or

                     (B) a final maturity earlier than the final maturity of the
              Indebtedness being Refinanced; provided that

                            (x) if such Indebtedness being Refinanced is solely
                     Indebtedness of the Company, then such Refinancing
                     Indebtedness shall be Indebtedness solely of the Company,
                     and

                            (y) if such Indebtedness being Refinanced is
                     subordinate or junior to the Notes, then such Refinancing
                     Indebtedness shall be subordinate to the Notes at least to
                     the same extent and in the same manner as the Indebtedness
                     being Refinanced.

       "Registrar" has the meaning provided in Section 2.03.

       "Registration Rights Agreement" means the Registration Rights Agreement
dated May 15, 2001 among the Company, Holdings and the placement agents for the
benefit of themselves and the Holders, as the same may be amended or modified
from time to time in accordance with the terms thereof.

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

       "Related Business Investment" means:

              (i) any Investment by a Person in any other Person a majority of
       whose revenues are derived from the food, food distribution or related
       businesses; and

              (ii) any Investment by such Person in any cooperative or other
       supplier, including, without limitation, any joint venture which is
       intended to supply any product or service useful to the business of the
       Company and its Restricted Subsidiaries.

       "Related Party" means any Affiliate of TPG.

       "Replacement Assets" has the meaning provided in Section 4.16.

       "Representative" means the indenture trustee or other trustee, agent or
representative in respect of any Designated Senior Debt; provided that, if and
for so long as any Designated


                                       27
<PAGE>   35

Senior Debt lacks such a representative, then the Representative for such
Designated Senior Debt shall at all times constitute the holders of a majority
in outstanding principal amount of such Designated Senior Debt.

       "Restricted Payment" has the meaning provided in Section 4.10.

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

       "Rule 144A" means Rule 144A (or any successor thereto) under the
Securities Act.

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

       "SEC" means the Securities and Exchange Commission.

       "Securities Act" means the Securities Act of 1933, as amended, or any
successor statute or statutes thereto.

       "Seller" means the Company or any Subsidiary or other Affiliate of the
Company (other than a Receivables Subsidiary) which is a party to a Receivables
Document.

       "Senior Debt" means the principal of, premium, if any, and interest
(including any interest accruing subsequent to the filing of a bankruptcy
petition at the rate provided for in the documentation with respect thereto,
whether or not such interest is an allowed claim under applicable law) on any
Indebtedness of the Company, whether outstanding on the Issue Date or thereafter
created, incurred or assumed, unless, in the case of any particular
Indebtedness, the instrument creating or evidencing the same or pursuant to
which the same is outstanding expressly provides that such Indebtedness shall
not be senior in right of payment to the Notes. Without limiting the generality
of the foregoing, "Senior Debt" shall also include the principal of, premium, if
any, interest (including any interest accruing subsequent to the filing of a
petition of bankruptcy at the rate provided for in the documentation with
respect thereto, whether or not such interest is an allowed claim under
applicable law) on, and all other amounts owing in respect of:

              (x) all monetary obligations (including guarantees thereof) of
every nature of the Company under the Credit Agreement, including, without
limitation, obligations to pay principal and interest, reimbursement obligations
under letters of credit, fees, expenses and indemnities;

              (y) all Interest Swap Obligations (including guarantees thereof);
and

              (z) all obligations (including guarantees thereof) under Currency
Agreements, in each case whether outstanding on the Issue Date or thereafter
incurred.


                                       28
<PAGE>   36

Notwithstanding the foregoing, Senior Debt shall not include:

                     (i) any Indebtedness of the Company to a Subsidiary of the
              Company;

                     (ii) Indebtedness to, or guaranteed by the Company for the
              benefit of, any shareholder (other than a parent corporation),
              director, officer or employee of the Company or any Subsidiary of
              the Company (including, without limitation, amounts owed for
              compensation);

                     (iii) Indebtedness to trade creditors and other amounts
              incurred in connection with obtaining goods, materials or
              services;

                     (iv) Indebtedness represented by Disqualified Capital
              Stock;

                     (v)any liability for federal, state, local or other taxes
              owed or owing by the Company;

                     (vi) any Indebtedness incurred in violation of the
              provisions of this Indenture; and

                     (vii) any Indebtedness, and any other obligation referred
              to in clause (x), (y) or (z) of this definition, which in each
              case is, by its express terms or by the express terms of the
              instrument or agreement creating or evidencing the same or
              pursuant to which the same is outstanding, subordinated in right
              of payment to any other Indebtedness of the Company.

       "Shelf Registration Statement" means the Shelf Registration Statement as
defined in the Registration Rights Agreement.

       "Significant Subsidiary" shall have the meaning set forth in Rule 1.02(w)
of Regulation S-X under the Securities Act as in effect on the Issue Date.

       "Special Purpose Vehicle" means a trust, partnership or other special
purpose Person established by the Company and/or any of its Subsidiaries to
implement a Qualified Receivables Transaction.

       "Standard Securitization Undertakings" means representations, warranties,
covenants and indemnities entered into by the Company or any Subsidiary of the
Company which, in the good faith judgement of the Board of Directors of the
appropriate company, are reasonably customary in an accounts receivable
transaction.

       "Subsidiary," with respect to any Person, means:

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

              (ii) any other Person of which at least a majority of the voting
       interest under ordinary circumstances is at the time owned, directly or
       indirectly, by such Person.


                                       29
<PAGE>   37

       "Surviving Entity" has the meaning provided in Section 5.01.

       "Surviving Parent Entity" has the meaning provided in Section 5.03.

       "Tax Sharing Agreement" means the tax sharing agreement between the
Company and Holdings allocating the obligations to contribute amounts for the
payment of income taxes and the benefits of any credits or other reductions of
tax payments so as to approximate the income taxes that would be payable by the
Company and Holdings on a stand-alone basis if no consolidated tax return were
filed by such entities.

       "TIA" means the Trust Indenture Act of 1939 (15 U.S.C. Sections
77aaa-77bbbb), as amended, as in effect on the date of this Indenture, except as
otherwise provided in Section 9.04.

       "TPG" means TPG Partners, L.P., a Delaware limited partnership.

       "Treasury Rate" has the meaning set forth in Section 6(c) of Exhibit A
hereto.

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

       "Trust Officer" means, with respect to the Trustee, any Vice President,
any Assistant Vice President, any Managing Director, any Assistant Secretary,
any Assistant Treasurer, any Senior Trust Officer, any Assistant Trust Officer,
any Trust Officer or any other officer associated with the corporate trust
department of the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also, means, with respect
to a particular corporate trust matter, any other officer to whom such matter is
referred because of that officer's knowledge of and familiarity with the
particular subject.

       "Unrestricted Subsidiary" of any Person means:

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

              (ii) any Subsidiary of an Unrestricted Subsidiary.

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

              (x) the Company certifies to the Trustee that such designation
       complies with Section 4.10, and

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


                                       30
<PAGE>   38

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

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

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

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

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

       "U.S. Legal Tender" means such coin or currency of the United States as
at the time of payment shall be legal tender for the payment of public and
private debts.

       "U.S. Global Notes" has the meaning provided in Section 2.01.

       "U.S. Physical Notes" has the meaning provided in Section 2.01.

       "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing

              (a) the then outstanding aggregate principal amount of such
       Indebtedness into

              (b) the sum of the total of the products obtained by multiplying

                     (i) the amount of each then remaining installment, sinking
              fund, serial maturity or other required payment of principal,
              including payment at final maturity, in respect thereof, by

                     (ii) the number of years (calculated to the nearest
              one-twelfth) which will elapse between such date and the making of
              such payment.

       "Wholly Owned Restricted Subsidiary" of any Person means any Restricted
Subsidiary of such Person of which all the outstanding voting securities (other
than, in the case of a foreign Restricted Subsidiary, directors' qualifying
shares or an immaterial amount of shares otherwise required to be owned by other
Persons pursuant to applicable law) are owned by such Person or any Wholly Owned
Restricted Subsidiary of such Person.


                                       31
<PAGE>   39

       SECTION 1.02. Incorporation by Reference of TIA.

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

       "indenture securities" means the Notes.

       "indenture security holder" means a Holder or a Noteholder.

       "indenture to be qualified" means this Indenture.

       "indenture trustee" or "institutional trustee" means the Trustee.

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

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

       SECTION 1.03. Rules of Construction.

       Unless the context otherwise requires:

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

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

       (3) "or" is not exclusive;

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

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


                                   ARTICLE TWO

                                    THE NOTES

       SECTION 2.01. Form and Dating.

       The Initial Notes and the Trustee's certificate of authentication shall
be substantially in the form of Exhibit A hereto. The Exchange Notes and the
Trustee's certificate of authentication shall be substantially in the form of
Exhibit B hereto. The Notes may have notations, legends or endorsements required
by law, stock exchange rule or depository rule or usage. The Company and the
Trustee shall approve the form of the Notes and any notation, legend or
endorsement on


                                       32
<PAGE>   40

them. Each Note shall be dated the date of its issuance and shall show the date
of its authentication.

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

       Notes offered and sold in reliance on Rule 144A shall be issued initially
in the form of one or more permanent global Notes in registered form,
substantially in the form set forth in Exhibit A (the "U.S. Global Notes"),
registered in the name of the nominee of the Depository, deposited with the
Registrar as custodian for the Depository, duly executed by the Company and
authenticated by the Trustee as hereinafter provided. The aggregate principal
amount of the U.S. Global Notes may from time to time be increased or decreased
by adjustments made on the records of the Registrar, as custodian for the
Depository, as hereinafter provided.

       Notes offered and sold in offshore transactions in reliance on Regulation
S shall be issued initially in the form of one or more permanent global Notes in
registered form, substantially in the form set forth in Exhibit A (the "Offshore
Global Notes"), registered in the name of the nominee of the Depository,
deposited with the Registrar as custodian for the Depository, duly executed by
the Company and authenticated by the Trustee as hereinafter provided. The
aggregate principal amount of the Offshore Global Notes may from time to time be
increased or decreased by adjustments made on the records of the Registrar, as
custodian for the Depository, as hereinafter provided.

       Notes issued pursuant to Section 2.16 in exchange for interests in the
Offshore Global Notes or U.S. Global Notes shall be in the form of permanent
certificated Notes in registered form, substantially in the form set forth in
Exhibit A ("Offshore Physical Notes" and "U.S. Physical Notes," respectively).

       The Offshore Physical Notes and the U.S. Physical Notes are sometimes
collectively herein referred to as the "Physical Notes." The U.S. Global Notes
and the Offshore Global Notes are sometimes referred to herein as the "Global
Notes."

       SECTION 2.02. Execution and Authentication; Aggregate Principal Amount.

       Two Officers, or an Officer and an Assistant Secretary, shall sign, or
one Officer shall sign and one Officer or an Assistant Secretary (each of whom
shall, in each case, have been duly authorized by all requisite corporate
actions) shall attest to, the Notes for the Company by manual or facsimile
signature.

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

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


                                       33
<PAGE>   41

       The Trustee shall authenticate (i) Initial Notes for original issue in
the aggregate principal amount not to exceed $300,000,000, (ii) subject to
Section 2.18, Additional Notes, and (iii) Exchange Notes from time to time for
issue only in exchange for a like principal amount of Initial Notes or
Additional Notes, in each case upon written orders of the Company in the form of
an Officers' Certificate. The Officers' Certificate shall specify the amount of
Notes to be authenticated, the date on which the Notes are to be authenticated
and the aggregate principal amount of Notes outstanding on the date of
authentication, whether the Notes are to be Initial Notes or Additional Notes or
Exchange Notes, and shall further specify the amount of such Notes to be issued
as U.S. Global Notes, Offshore Global Notes, U.S. Physical Notes or Offshore
Physical Notes. The aggregate principal amount of Notes outstanding at any time
may not exceed $300,000,000 plus, if any Additional Notes are issued, the
aggregate principal amount of such Additional Notes, except as provided in
Section 2.07.

       The Trustee shall not be required to authenticate Notes if the issuance
of such Notes pursuant to this Indenture will affect the Trustee's own rights,
duties or immunities under the Notes and this Indenture in a manner which is not
reasonably acceptable to the Trustee.

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

       Any Person into which any Authenticating Agent may be merged or converted
or with which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which any Authenticating Agent shall be a party,
or any Person succeeding to all or substantially all of the corporate agency
business of any Authenticating Agent, shall continue to be the Authenticating
Agent without the execution or filing of any paper or any further act on the
part of the Trustee or the Authenticating Agent.

       Any Authenticating Agent may at any time resign by giving at least 30
days' advance written notice of resignation to the Trustee and the Company. The
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Company, and upon such a termination, the Trustee may appoint a successor
Authenticating Agent, shall give written notice of such appointment to the
Company and shall mail notice of such appointment (at the Company's expense) to
all Holders. Any successor Authenticating Agent upon acceptance of its
appointment hereunder shall become vested with all the rights, powers, duties
and responsibilities of its predecessor hereunder, with like effect as if
originally named as Authenticating Agent. Any such Authenticating Agent shall be
entitled to reasonable compensation for its services and, if paid by the
Trustee, it shall be a reimbursable expense pursuant to Section 7.07.

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


                                       34
<PAGE>   42

       SECTION 2.03. Registrar and Paying Agent.

       The Company shall maintain an office or agency (which shall be located in
the Borough of Manhattan in the City of New York, State of New York) where (a)
Notes may be presented or surrendered for registration of transfer or for
exchange (the "Registrar"), (b) Notes may be presented or surrendered for
payment (the "Paying Agent") and (c) notices and demands to or upon the Company
in respect of the Notes and this Indenture may be served. The Registrar shall
keep a register of the Notes and of their transfer and exchange. The Company,
upon prior written notice to the Trustee, may have one or more co-Registrars and
one or more additional paying agents reasonably acceptable to the Trustee. The
term "Paying Agent" includes any additional Paying Agent.

       The Company shall enter into an appropriate agency agreement with any
Agent not a party to this Indenture, which agreement shall incorporate the
provisions of the TIA and implement the provisions of this Indenture that relate
to such Agent. The Company shall notify the Trustee, in advance, of the name and
address of any such Agent. If the Company fails to maintain a Registrar, Paying
Agent and/or agent for service of notices and demands, or fails to give the
foregoing notice, the Trustee shall act as such.

       The Paying Agent or Registrar may resign upon 30 days written notice to
the Company and the Trustee, provided that a replacement Paying Agent or
Registrar, as the case may be, has been duly appointed and has agreed to act as
such, or that the Trustee has assumed the duties of the Paying Agent or the
Registrar, as the case may be. The Company may remove any Agent upon written
notice to such Agent and the Trustee; provided that no such removal shall become
effective until (i) the acceptance of an appointment by a successor Agent to
such Agent as evidenced by an appropriate agency agreement entered into by the
Company and such successor Agent and delivered to the Trustee or (ii)
notification to the Trustee that the Trustee shall serve as such Agent until the
appointment of a successor Agent in accordance with clause (i) of this proviso.

       Upon the occurrence of an Event of Default described in Section 6.01(6)
or (7), the Trustee shall, or upon the occurrence of any other Event of Default
by notice to the Company, the Registrar and the Paying Agent, the Trustee may,
assume the duties and obligations of the Registrar and the Paying Agent
hereunder.

       SECTION 2.04. Paying Agent To Hold Assets in Trust.

       The Company shall require each Paying Agent other than the Trustee to
agree in writing that each Paying Agent shall hold in trust for the benefit of
the Holders or the Trustee all assets held by the Paying Agent for the payment
of principal of, or interest on, the Notes (whether such assets have been
distributed to it by the Company or any other obligor on the Notes), and the
Company and the Paying Agent shall notify the Trustee of any Default by the
Company (or any other obligor on the Notes) in making any such payment. The
Company at any time may require a Paying Agent to distribute all assets held by
it to the Trustee and account for any assets disbursed and the Trustee may at
any time during the continuance of any payment Default or Event of Default, upon
written request to a Paying Agent, require such Paying Agent to distribute all
assets held by it to the Trustee and to account for any assets distributed. Upon
distribution to the Trustee of all assets that shall have been delivered by the
Company to the Paying Agent, the Paying Agent shall have no further liability
for such assets.


                                       35
<PAGE>   43

       SECTION 2.05. Noteholder Lists.

       The Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
the Holders. If the Trustee or any Paying Agent is not the Registrar, the
Company shall furnish or cause the Registrar to furnish to the Trustee or any
such Paying Agent on or before the third Business Day preceding each Record Date
and at such other times as the Trustee or any such Paying Agent may request in
writing a list as of such date and in such form as the Trustee may reasonably
require of the names and addresses of the Holders, which list may be
conclusively relied upon by the Trustee or any such Paying Agent.

       SECTION 2.06. Transfer and Exchange.

       Subject to the provisions of Sections 2.16 and 2.17, when Notes are
presented to the Registrar or a co-Registrar with a request to register the
transfer of such Notes or to exchange such Notes for an equal principal amount
of Notes of other authorized denominations, the Registrar or co-Registrar shall
register the transfer or make the exchange as requested if the requirements for
such transaction are met; provided, however, that the Notes presented or
surrendered for registration of transfer or exchange shall be duly endorsed or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Registrar or co-Registrar, duly executed by the Holder thereof
or his or her attorney duly authorized in writing. To permit registrations of
transfer and exchanges, the Company shall execute and the Trustee shall
authenticate Notes at the Registrar's or co-Registrar's request. No service
charge shall be made for any registration of transfer or exchange, but the
Company may require payment of a sum sufficient to cover any transfer tax or
similar governmental charge payable in connection therewith (other than any such
transfer taxes or similar governmental charge payable upon exchanges or
transfers pursuant to Sections 2.10, 3.06, 4.15, 4.16 or 9.06 or exchanges
pursuant to the next succeeding paragraph, in each of which events the Company
shall be responsible for the payment of such taxes).

       In the event that the Company delivers to the Trustee a copy of an
Officers' Certificate certifying that a registration statement under the
Securities Act with respect to the Exchange Offer has been declared effective by
the SEC and that the Company has offered Exchange Notes registered with the SEC
to the Holders in accordance with the Exchange Offer, the Registrar shall
exchange, upon request of any Holder, such Holder's Initial Notes or Additional
Notes for Exchange Notes registered with the SEC upon the terms set forth in the
Exchange Offer and in accordance with this Section 2.06 hereof, provided that
the Initial Notes or Additional Notes so surrendered for exchange are duly
endorsed and accompanied by a letter of transmittal or written instrument of
transfer in form satisfactory to the Company and the Registrar, in addition to
any certifications and representations required by the provisions of the
Registration Rights Agreement, and duly executed by the Holder thereof or such
Holder's attorney who shall be duly authorized in writing to execute such
document on behalf of such Holder.

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


                                       36
<PAGE>   44

       Any Holder of an interest in any Global Note shall, by acceptance of such
interest, agree that transfers of beneficial interests in such Global Note may
be effected only through a book-entry system maintained by the Holder of such
Global Note (or its agent), and that ownership of a beneficial interest in the
Global Note shall be required to be reflected in a book-entry system.

       SECTION 2.07. Replacement Notes.

       If a mutilated Note is surrendered to the Registrar or if the Holder of a
Note claims that the Note has been lost, destroyed or wrongfully taken, the
Company shall issue and the Trustee or any Authenticating Agent of the Trustee
shall authenticate a replacement Note if the Registrar's requirements are met.
If required by the Registrar or the Company, such Holder must provide an
affidavit of lost certificate and an indemnity bond or other indemnity,
sufficient, in the judgment of both the Company and the Registrar, to protect
the Company, the Trustee and any Agent from any loss which any of them may
suffer if a Note is replaced. The Company may charge such Holder for its
reasonable, out-of-pocket expenses in replacing a Note, including reasonable
fees and expenses of counsel. Every replacement Note shall constitute an
additional obligation of the Company.

       SECTION 2.08. Outstanding Notes.

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

       If a Note is replaced pursuant to Section 2.07 (other than a mutilated
Note surrendered for replacement), it ceases to be outstanding unless the
Registrar receives an Opinion of Counsel that the replaced Note is held by a
bona fide purchaser. A mutilated Note ceases to be outstanding upon surrender of
such Note and replacement thereof pursuant to Section 2.07.

       If on a Redemption Date or the Maturity Date the Paying Agent (other than
the Company or one of its Affiliates) holds U.S. Legal Tender or U.S. Government
Obligations sufficient to pay all of the principal and interest due on the Notes
payable on that date and is not prohibited from paying such money to the Holders
thereof pursuant to the terms of this Indenture, then on and after that date
such Notes cease to be outstanding and interest on them ceases to accrue.

       SECTION 2.09. Treasury Notes.

       In determining whether the Holders of the required principal amount of
Notes have concurred in any direction, waiver, consent or notice, Notes owned by
the Company or any of its Affiliates shall be considered as though they are not
outstanding, except that for the purposes of determining whether the Trustee
shall be protected in relying on any such direction, waiver or consent, only
Notes which a Trust Officer of the Trustee actually knows are so owned shall be
so considered. The Company shall notify the Trustee, in writing, when it or any
of its Affiliates repurchases or otherwise acquires Notes, of the aggregate
principal amount of such Notes so repurchased or otherwise acquired. If the
Company or any of its Affiliates acquire any Initial Notes or Additional Notes,
the Company will not resell or transfer, and will cause its Affiliate not to
resell or transfer, any such Notes.


                                       37
<PAGE>   45

       SECTION 2.10. Temporary Notes.

       Until definitive Notes are ready for delivery, the Company may prepare
and the Trustee shall authenticate temporary Notes upon receipt of a written
order of the Company in the form of an Officers' Certificate. The Officers'
Certificate shall specify the amount of temporary Notes to be authenticated and
the date on which the temporary Notes are to be authenticated. Temporary Notes
shall be substantially in the form of definitive Notes but may have variations
that the Company considers appropriate for temporary Notes. Without unreasonable
delay, the Company shall prepare and the Trustee shall authenticate upon receipt
of a written order of the Company pursuant to Section 2.02 definitive Notes in
exchange for temporary Notes.

       SECTION 2.11. Cancellation.

       The Company at any time may deliver Notes to the Registrar for
cancellation. The Paying Agent shall forward to the Registrar any Notes
surrendered to it for registration of transfer, exchange, purchase or payment.
The Registrar shall cancel and, at the written direction of the Company, shall
dispose of all Notes surrendered for registration of transfer, exchange,
purchase, payment or cancellation. Subject to Section 2.07, the Company may not
issue new Notes to replace Notes that it has paid or delivered to the Registrar
for cancellation. If the Company shall acquire any of the Notes, such
acquisition shall not operate as a redemption or satisfaction of the
Indebtedness represented by such Notes unless and until the same are surrendered
to the Registrar for cancellation pursuant to this Section 2.11.

       SECTION 2.12. Defaulted Interest.

       If the Company defaults in a payment of interest (including, without
limitation, Additional Interest) on the Notes, it shall pay the defaulted
interest, plus (to the extent lawful) any interest payable on the defaulted
interest to the Persons who are Holders on a subsequent special record date,
which date shall be the fifteenth day next preceding the date fixed by the
Company for the payment of defaulted interest or the next succeeding Business
Day if such date is not a Business Day. At least 15 days before the subsequent
special record date, the Company shall mail to each Person who was a Holder as
of a recent date selected by the Company, with a copy to the Trustee and the
Paying Agent, a notice that states the subsequent special record date, the
payment date and the amount of defaulted interest, and interest payable on such
defaulted interest, if any, to be paid.

       SECTION 2.13. CUSIP Numbers.

       The Company in issuing the Notes may use "CUSIP" or "ISIN" numbers, and
if so, the Trustee shall use the CUSIP or ISIN numbers in notices of redemption
or exchange as a convenience to Holders; provided that no representation is
hereby deemed to be made by the Trustee as to the correctness or accuracy of the
CUSIP or ISIN numbers printed in the notice or on the Notes, and that reliance
may be placed only on the other identification numbers printed on the Notes. The
Company shall promptly notify the Trustee and the Registrar of any change in the
CUSIP or ISIN numbers.


                                       38
<PAGE>   46

       SECTION 2.14. Deposit of Money.

       Prior to 11:00 a.m. New York City time on each Interest Payment Date and
on the Maturity Date, any Redemption Date, Change of Control Payment Date, or
Net Proceeds Offer Payment Date or any offer date for any payment on the Notes,
the Company shall have deposited with the Paying Agent in immediately available
funds money sufficient to make cash payments, if any, due on such date, in a
timely manner which permits the Paying Agent to remit payment to the Holders on
such date.

       SECTION 2.15. Restrictive Legends.

       Unless and until a Note is exchanged for an Exchange Note or sold in
connection with an effective Registration Statement pursuant to the Registration
Rights Agreement, (i) the U.S. Global Notes and U.S. Physical Notes shall bear
the legend set forth below (the "Private Placement Legend") on the face thereof
and (ii) the Offshore Physical Notes and Offshore Global Notes shall bear the
Private Placement Legend on the face thereof until at least the 41st day after
the Issue Date and receipt by the Company and the Trustee of a certificate
substantially in the form of Exhibit C hereto.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE
TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT ON
THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) TO A QUALIFIED
INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (C)
OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH RULE 904
UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES
ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES," AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION, OF THE FOREGOING RESTRICTIONS; and


                                       39
<PAGE>   47

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

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
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
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
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.17 OF THE INDENTURE.

       SECTION 2.16. Book-Entry Provisions for Global Notes.

       (a) The U.S. Global Notes and Offshore Global Notes initially shall (i)
be registered in the name of the Depository or the nominee of such Depository,
(ii) be delivered to the Registrar as custodian for such Depository and (iii)
bear legends as set forth in Section 2.15.

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

       (b) Transfers of the Global Note shall be limited to transfers in whole,
but not in part, to the Depository, its successors or their respective nominees.
Interests of beneficial owners in the Global Notes may be transferred or
exchanged for Physical Notes in accordance with the rules and procedures of the
Depository and the provisions of Section 2.17. In addition, U.S. Physical Notes
and Offshore Physical Notes shall be transferred to all beneficial owners in
exchange for their beneficial interests in the U.S. Global Notes or the Offshore
Physical Notes,


                                       40
<PAGE>   48

as the case may be, if (i) the Depository notifies the Company that it is
unwilling or unable to continue as Depository for the U.S. Global Notes or the
Offshore Physical Notes, as the case may be, and a successor depositary is not
appointed by the Company within 90 days of such notice, (ii) an Event of Default
has occurred and is continuing and the Registrar has received a written request
from the Depository to issue Physical Notes or (iii) in accordance with the
rules and procedures of the Depository and the provisions of Section 2.17.

       (c) Any beneficial interest in one of the Global Notes that is
transferred to a Person who takes delivery in the form of an interest in another
Global Note will, upon transfer, cease to be an interest in such Global Note and
become an interest in such other Global Note and, accordingly, will thereafter
be subject to all transfer restrictions, if any, and other procedures applicable
to beneficial interests in such other Global Note for as long as it remains such
an interest.

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

       (e) In connection with the transfer of the U.S. Global Notes or the
Offshore Global Notes, in whole, to beneficial owners pursuant to paragraph (b),
the U.S. Global Notes or Offshore Global Notes, as the case may be, shall be
deemed to be surrendered to the Registrar for cancellation, and the Company
shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depository in exchange for its beneficial
interest in the U.S. Global Notes or Offshore Global Notes, as the case may be,
an equal aggregate principal amount of U.S. Physical Notes or Offshore Physical
Notes, as the case may be, of authorized denominations.

       (f) Any U.S. Physical Note delivered in exchange for an interest in the
U.S. Global Notes pursuant to paragraph (b), (d) or (e) shall, except as
otherwise provided by paragraph (d) of Section 2.17, bear the legend regarding
transfer restrictions applicable to the U.S. Physical Notes set forth in Section
2.15.

       (g) Any Offshore Physical Note delivered in exchange for an interest in
the Offshore Global Notes pursuant to paragraph (b), (d) or (e) shall, except as
otherwise provided by paragraph (d) of Section 2.17, bear the legend regarding
transfer restrictions applicable to the Offshore Physical Note set forth in
Section 2.15.

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


                                       41
<PAGE>   49

       SECTION 2.17. Special Transfer Provisions.

       Unless and until a Note is exchanged for an Exchange Note or sold in
connection with an effective Registration Statement pursuant to the Registration
Rights Agreement, the following provisions shall apply:

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

              (i) If the Note to be transferred consists of (x) either Offshore
       Physical Notes prior to the removal of the Private Placement Legend or
       U.S. Physical Notes, the Registrar shall register the transfer if such
       transfer is being made by a proposed transferor who has checked the box
       provided for on the form of Note stating, or has otherwise advised the
       Company and the Registrar in writing, that the sale has been made in
       compliance with the provisions of Rule 144A to a transferee who has
       signed the certification provided for on the form of Note stating, or has
       otherwise advised the Company and the Registrar in writing, that it is
       purchasing the Note for its own account or an account with respect to
       which it exercises sole investment discretion and that it and any such
       account is a QIB within the meaning of Rule 144A, and is aware that the
       sale to it is being made in reliance on Rule 144A and acknowledges that
       it has received such information regarding the Company as it has
       requested pursuant to Rule 144A or has determined not to request such
       information and that it is aware that the transferor is relying upon its
       foregoing representations in order to claim the exemption from
       registration provided by Rule 144A or (y) an interest in the U.S. Global
       Notes, the transfer of such interest may be effected only through the
       book entry system maintained by the Depository.

              (ii) If the proposed transferee is an Agent Member, and the Note
       to be transferred consists of U.S. Physical Notes, upon receipt by the
       Registrar of the documents referred to in paragraph (i) above and
       instructions given in accordance with the Depository's and the
       Registrar's procedures, the Registrar shall reflect on its books and
       records the date and an increase in the principal amount of U.S. Global
       Notes in an amount equal to the principal amount of the U.S. Physical
       Notes to be transferred, and the Registrar shall cancel the U.S. Physical
       Notes so transferred.

       (b) Transfers of Interests in the Offshore Global Notes or Offshore
Physical Notes. The following provisions shall apply with respect to any
transfer of interests in Offshore Global Notes or Offshore Physical Notes:

              (i) prior to the removal of the Private Placement Legend from the
       Offshore Global Notes or Offshore Physical Notes pursuant to Section
       2.15, the Registrar shall refuse to register such transfer unless such
       transfer complies with Section 2.17(a), and

              (ii) after such removal, the Registrar shall register the transfer
       of any such Note without requiring any additional certification.

       (c) Transfers to Non-U.S. Persons at Any Time. The following provisions
shall apply with respect to any transfer of a Note to a Non-U.S. Person:


                                       42
<PAGE>   50

              (i) The Registrar shall register any proposed transfer to any
       Non-U.S. Person if the Note to be transferred is a U.S. Physical Note or
       an interest in U.S. Global Notes, upon receipt of a certificate
       substantially in the form of Exhibit D hereto from the proposed
       transferor.

              (ii) (a) If the proposed transferor is an Agent Member holding a
       beneficial interest in the U.S. Global Notes, upon receipt by the
       Registrar of (x) the documents, if any, required by paragraph (ii) and
       (y) instructions in accordance with the Depository's and the Registrar's
       procedures, the Registrar shall reflect on its books and records the date
       and a decrease in the principal amount of the U.S. Global Notes in an
       amount equal to the principal amount of the beneficial interest in the
       U.S. Global Notes to be transferred, and (b) if the proposed transferee
       is an Agent Member, upon receipt by the Registrar of instructions given
       in accordance with the Depository's and the Registrar's procedures, the
       Registrar shall reflect on its books and records the date and an increase
       in the principal amount of the Offshore Global Notes in an amount equal
       to the principal amount of the U.S. Physical Notes or the U.S. Global
       Notes, as the case may be, to be transferred, and the Trustee shall
       cancel the Physical Note, if any, so transferred or decrease the amount
       of the U.S. Global Notes.

       (d) Private Placement Legend. Upon the registration of transfer, exchange
or replacement of Notes not bearing the Private Placement Legend, the Registrar
shall deliver Notes that do not bear the Private Placement Legend. Upon the
registration of transfer, exchange or replacement of Notes bearing the Private
Placement Legend, the Registrar shall deliver only Notes that bear the Private
Placement Legend unless (i) the Private Placement Legend is no longer required
by Section 2.15 or (ii) there is delivered to the Registrar an Opinion of
Counsel reasonably satisfactory to the Company and the Registrar to the effect
that neither such legend nor the related restrictions on transfer are required
in order to maintain compliance with the provisions of the Securities Act.

       (e) General. By its acceptance of any Note bearing the Private Placement
Legend, each Holder of such a Note acknowledges the restrictions on transfer of
such Note set forth in this Indenture and in the Private Placement Legend and
agrees that it will transfer such Note only as provided in this Indenture.

       The Registrar shall retain copies of all letters, notices and other
written communications received pursuant to Section 2.16 or this Section 2.17.
The Company shall have the right to inspect and make copies of all such letters,
notices or other written communications at any reasonable time upon the giving
of reasonable written notice to the Registrar.

       SECTION 2.18. Issuance of Additional Notes. The Company may, subject to
compliance with Article Four of this Indenture and applicable law, issue
Additional Notes under this Indenture in an unlimited principal amount. The
Notes issued on the Issue Date and any Additional Notes subsequently issued
shall be treated as a single class of securities for all purposes under this
Indenture.


                                       43
<PAGE>   51

                                  ARTICLE THREE

                                   REDEMPTION

       SECTION 3.01. Notices to Trustee.

       If the Company elects to redeem Notes pursuant to Section 6 of the Notes,
it shall notify the Trustee and the Paying Agent in writing of the Redemption
Date and the principal amount of the Notes to be redeemed.

       The Company shall give each notice provided for in this Section 3.01 at
least 30 days but not more than 60 days before the Redemption Date (unless a
shorter notice period shall be satisfactory to the Trustee and the Paying Agent,
as evidenced in a writing signed on behalf of the Trustee and the Paying Agent),
together with an Officers' Certificate stating that such redemption shall comply
with the conditions contained herein and in the Notes.

       SECTION 3.02. Selection of Notes To Be Redeemed.

       If fewer than all of the Notes are to be redeemed, selection of the Notes
to be redeemed will be made by the Trustee in compliance with the requirements
of the principal national securities exchange, if any, on which the Notes are
listed or, if the Notes are not then listed on a national securities exchange,
on a pro rata basis, by lot or in such other fair and reasonable manner chosen
at the discretion of the Trustee; provided, however, that if a partial
redemption is made with the proceeds of a Equity Offering, selection of the
Notes or portion thereof for redemption shall be made by the Trustee only on a
pro rata basis, or on as nearly a pro rata basis as is practicable (subject to
applicable procedures of the Depository), unless such method is otherwise
prohibited. The Company shall promptly notify the Trustee and the Paying Agent
in writing of the date of listing and the name of the securities exchange if and
when the Notes are listed on a principal national securities exchange. The
Trustee shall make the selection from the Notes outstanding and not previously
called for redemption and shall promptly notify the Company and the Paying Agent
in writing of the Notes selected for redemption and, in the case of any Note
selected for partial redemption, the principal amount thereof to be redeemed.
Notes in denominations of $1,000 may be redeemed only in whole. The Trustee may
select for redemption portions (equal to $1,000 or any integral multiple
thereof) of the principal of Notes that have denominations larger than $1,000.
Provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

       SECTION 3.03. Notice of Redemption.

       At least 30 days but not more than 60 days before a Redemption Date, the
Company shall mail or cause to be mailed a notice of redemption by first class
mail, postage prepaid, to each Holder whose Notes are to be redeemed at its
registered address, with a copy to the Trustee and any Paying Agent. At the
Company's written request, the Paying Agent shall give the notice of redemption
in the Company's name and at the Company's expense.

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

              (1) the Redemption Date;


                                       44
<PAGE>   52

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

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

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

              (5) that Notes called for redemption must be surrendered to the
       Paying Agent to collect the Redemption Price plus accrued interest, if
       any, and that interest on the Notes to be redeemed will cease to accrue
       on and after the applicable Redemption Date, whether or not such Notes
       are presented for payment.

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

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

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

       SECTION 3.04. Effect of Notice of Redemption.

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

       SECTION 3.05. Deposit of Redemption Price.

       On or before 11:00 a.m. New York City time on the Redemption Date, the
Company shall deposit with the Paying Agent U.S. Legal Tender sufficient to pay
the Redemption Price plus accrued interest, if any, of all Notes to be redeemed
on that date. The Paying Agent shall promptly return to the Company any U.S.
Legal Tender so deposited which is not required for that purpose, except with
respect to monies owed as obligations to the Trustee pursuant to Article Seven.


                                       45
<PAGE>   53

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

       SECTION 3.06. Notes Redeemed in Part.

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


                                  ARTICLE FOUR

                                    COVENANTS

       SECTION 4.01. Payment of Notes.

       The Company shall pay the principal of and interest on the Notes on the
dates and in the manner provided in the Notes and in this Indenture. An
installment of principal of or interest on the Notes shall be considered paid on
the date it is due if the Trustee or Paying Agent (other than the Company or an
Affiliate of the Company) holds on that date U.S. Legal Tender designated for
and sufficient to pay the installment in full and is not prohibited from paying
such money to the Holders pursuant to the terms of this Indenture.

       In the event that the Exchange Offer is not consummated or a Shelf
Registration Statement is not declared effective on or prior to December 31,
2001, the annual interest rate borne by the Notes will be increased by .5% per
annum until the Exchange Offer is consummated or the Shelf Registration
Statement is declared effective. Such .5% increase in the per annum rate of
interest is referred to herein as "Additional Interest."

       The Company shall pay, to the extent such payments are lawful, interest
on overdue principal and on overdue installments of interest (without regard to
any applicable grace periods) from time to time on demand at the rate borne by
the Notes plus 2% per annum. Interest will be computed on the basis of a 360-day
year comprised of twelve 30-day months.

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

       SECTION 4.02. Maintenance of Office or Agency.

       The Company shall maintain the office or agency required under Section
2.03. The Company shall give prior written notice to the Trustee and the Paying
Agent of the location, and any change in the location, of such office or agency.
If at any time the Company shall fail to maintain any such required office or
agency or shall fail to furnish the Trustee and the Paying Agent with the
address thereof, such presentations, surrenders, notices and demands may be made
or served at the address of the Trustee set forth in Section 13.02.


                                       46
<PAGE>   54

       The Company may also from time to time designate one or more other
offices or agencies where the Notes may be presented or surrendered for any or
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, for such purposes. The Company shall give
prompt written notice to the Trustee of any such designation or rescission and
of any change in the location of any such other office or agency.

       SECTION 4.03. Corporate Existence.

       Except as otherwise permitted by Article Four, Article Five and Section
4.16, the Company shall do or cause to be done, at its own cost and expense, all
things necessary to preserve and keep in full force and effect its corporate
existence and the corporate existence of each of its Restricted Subsidiaries in
accordance with the respective organizational documents of each such Restricted
Subsidiary and the material rights (charter and statutory) and franchises of the
Company and each such Restricted Subsidiary.

       SECTION 4.04. Payment of Taxes and Other Claims.

       The Company shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (i) all material taxes, assessments and
governmental charges (including withholding taxes and any penalties, interest
and additions to taxes) levied or imposed upon it or any of its Subsidiaries or
properties of it or any of its Subsidiaries and (ii) all lawful claims for
labor, materials and supplies that, if unpaid, might by law become a Lien upon
the property of it or any of its Subsidiaries; provided, however, that the
Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings properly
instituted and diligently conducted for which adequate reserves, to the extent
required under GAAP, have been taken.

       SECTION 4.05. Maintenance of Properties and Insurance.

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

       (b) The Company shall provide or cause to be provided, for itself and
each of its Restricted Subsidiaries, insurance (including appropriate
self-insurance) against loss or damage of the kinds that, in the good faith
judgment of the Board of Directors of the Company, are adequate and appropriate
for the conduct of the business of the Company and such Restricted Subsidiaries
in a prudent manner, with reputable insurers or with the government of the
United States or an agency or instrumentality thereof, in such amounts, with
such deductibles, and by


                                       47
<PAGE>   55

such methods as shall be customary, in the good faith judgment of the Board of
Directors of the Company, for companies similarly situated in the industry.

       SECTION 4.06. Compliance Certificate; Notice of Default.

       (a) The Company and each Guarantor shall deliver to the Trustee, within
90 days after the end of the Company's fiscal year, an Officers' Certificate
stating that a review of its activities and the activities of its Subsidiaries
during the preceding fiscal year has been made under the supervision of the
signing Officers with a view to determining whether the Company or such
Guarantor, as the case may be, has kept, observed, performed and fulfilled its
obligations under this Indenture and further stating, as to each such Officer
signing such certificate, that to the best of such Officer's knowledge the
Company or such Guarantor, as the case may be, during such preceding fiscal year
has kept, observed, performed and fulfilled each and every such covenant and no
Default or Event of Default occurred during such year and at the date of such
certificate there is no Default or Event of Default that has occurred and is
continuing or, if such signers do know of such Default or Event of Default, the
certificate shall describe the Default or Event of Default and its status with
particularity. The Officers' Certificate of the Company shall also notify the
Trustee should the Company elect to change the manner in which it fixes its
fiscal year end.

       (b) The annual financial statements delivered pursuant to Section 4.08
shall be accompanied by a written report of the Company's independent
accountants (who shall be a firm of established national reputation) that in
conducting their audit of such financial statements nothing has come to their
attention that would lead them to believe that the Company has violated any
provisions of Article Four, Five or Six of this Indenture insofar as they relate
to accounting matters 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) (i) If any Default or Event of Default has occurred and is continuing
or (ii) if any Holder seeks to exercise any remedy hereunder with respect to a
claimed Default under this Indenture or the Notes, the Company shall deliver to
the Trustee, at its address set forth in Section 13.02 hereof, by registered or
certified mail or by telegram or facsimile transmission followed by hard copy by
registered or certified mail an Officers' Certificate specifying such event,
notice or other action within five Business Days of its becoming aware of such
occurrence. The Trustee shall not be deemed to have notice of any Default or
Event of Default unless one of its Trust Officers receives written notice
thereof from the Company or any of the Holders.

       SECTION 4.07. Compliance with Laws.

       The Company shall comply, and shall cause each of its Restricted
Subsidiaries to comply, with all applicable statutes, rules, regulations, orders
and restrictions of the United States, all states and municipalities thereof,
and of any governmental department, commission, board, regulatory authority,
bureau, agency and instrumentality of the foregoing, in respect of the conduct
of their respective businesses and the ownership of their respective properties,
except for such noncompliances as are not in the aggregate reasonably likely to
have a material adverse effect on the financial condition or results of
operations of the Company and its Restricted Subsidiaries, taken as a whole.


                                       48
<PAGE>   56

       SECTION 4.08. SEC Reports.

       (a) So long as the Notes are outstanding the Company will deliver to the
Trustee within 15 days after the filing of the same with the SEC, copies of the
quarterly and annual reports and of the information, documents and other
reports, if any, which the Company is required to file with the SEC, pursuant to
Section 13 or 15(d) of the Exchange Act. Notwithstanding that the Company may
not be subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act, so long as the Notes are outstanding the Company will file with
the SEC, to the extent permitted, and provide the Trustee and Holders with such
annual reports and such information, documents and other reports specified in
Sections 13 and 15(d) of the Exchange Act. For purposes of the foregoing
provisions of this paragraph, so long as:

       (1) Holdings owns all of the issued and outstanding Capital Stock of the
Company;

       (2) the aggregate amount of all Investments made by Holdings in any
Persons other than the Company and its Restricted Subsidiaries does not in the
aggregate exceed $2,500,000 at any time outstanding; and

       (3) the Company is not required to file separate reports with the SEC
pursuant to Section 13 or 15(d) of the Exchange Act;

the filing and delivery of reports, information or documents which Holdings is
required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange
Act in accordance with the provisions of this paragraph will satisfy the
Company's obligations under this paragraph. The Company will also comply with
the provisions of TIA Section 314(a).

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

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

       SECTION 4.10. Limitation on Restricted Payments.

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

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


                                       49
<PAGE>   57

              (b) purchase, redeem or otherwise acquire or retire for value any
       Capital Stock of the Company or any warrants, rights or options to
       purchase or acquire shares of any class of such Capital Stock (in each
       case other than in exchange for Qualified Capital Stock of the Company or
       options, warrants or other rights to purchase such Qualified Capital
       Stock),

              (c) make any principal payment on, purchase, defease, redeem,
       prepay, decrease or otherwise acquire or retire for value, prior to any
       scheduled final maturity, scheduled repayment or scheduled sinking fund
       payment, any Indebtedness of the Company that is subordinate or junior in
       right of payment to the Notes, or

              (d) make any Investment (other than Permitted Investments) (each
       of the foregoing actions set forth in clauses (a), (b), (c) and (d) being
       referred to as a "Restricted Payment"), if at the time of such Restricted
       Payment or immediately after giving effect thereto,

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

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

                     (iii) the aggregate amount of Restricted Payments
              (including such proposed Restricted Payment) made subsequent to
              the Issue Date (the amount expended for such purposes, if other
              than in cash, being the fair market value of such property as
              determined reasonably and in good faith by the Board of Directors
              of the Company) shall exceed the sum of:

                            (v) 50% of the cumulative Consolidated Net Income
                     (or if cumulative Consolidated Net Income shall be a loss,
                     minus 100% of such loss) of the Company earned subsequent
                     to March 31, 2001 and on or prior to the date on which the
                     Restricted Payment occurs or is to occur (the "Reference
                     Date") (treating such period as a single accounting
                     period); plus

                            (w) 100% of the aggregate net cash proceeds received
                     by the Company from any Person (other than a Subsidiary of
                     the Company) from the issuance and sale subsequent to the
                     Issue Date and on or prior to the Reference Date of
                     Qualified Capital Stock of the Company (including by
                     conversion of Indebtedness into Qualified Capital Stock)
                     and 100% of the fair market value of non-cash consideration
                     received in any such issuance and sale (provided that, as
                     further provided in clause (7) of the immediately
                     succeeding paragraph, to the extent that the Company does
                     not realize cash from the proceeds of the payment, sale or
                     disposition of any such non-cash consideration, the only
                     Restricted Payments which shall be permitted by reason of
                     such non-cash consideration shall be Restricted Payments
                     which are made in kind of the non-cash consideration so
                     received); plus


                                       50
<PAGE>   58

                            (x) without duplication of any amounts included in
                     clause (iii) (w) above, 100% of the aggregate net cash
                     proceeds of any equity contribution received by the Company
                     subsequent to the Issue Date and on or prior to such
                     Reference Date from a holder of the Company's Capital Stock
                     and 100% of the fair market value of non-cash consideration
                     of any such equity contribution received by the Company
                     from a holder of the Company's Capital Stock (provided
                     that, as further provided in clause (7) of the immediately
                     succeeding paragraph, to the extent that the Company does
                     not realize cash from the proceeds of the payment, sale or
                     disposition of any such non-cash consideration, the only
                     Restricted Payments which shall be permitted by reason of
                     such non-cash consideration shall be Restricted Payments
                     which are made in kind of the non-cash consideration so
                     received); plus

                            (y) without duplication, the sum of

                                   (1) the aggregate amount returned in cash
                            subsequent to the Issue Date on or with respect to
                            Investments (other than Permitted Investments),
                            whether through interest payments, principal
                            payments, dividends or other distributions or
                            payments,

                                   (2) the net cash proceeds received by the
                            Company or any Restricted Subsidiary subsequent to
                            the Issue Date from the disposition of all or any
                            portion of Investments (other than Permitted
                            Investments) (other than any disposition to a
                            Subsidiary of the Company) and 100% of the fair
                            market value of non-cash consideration received in
                            any such disposition (provided that, as further
                            provided in clause (7) of the immediately succeeding
                            paragraph, to the extent that the Company does not
                            realize cash from the proceeds of the payment, sale
                            or disposition of any such non-cash consideration,
                            the only Restricted Payments which shall be
                            permitted by reason of such non-cash consideration
                            shall be Restricted Payments which are made in kind
                            of the non-cash consideration so received), and

                                   (3) upon redesignation of an Unrestricted
                            Subsidiary as a Restricted Subsidiary, the fair
                            market value of such Subsidiary; plus

                            (z) $50 million;

provided, however, that with respect to all Investments made in any Unrestricted
Subsidiary or joint venture, the sum of clauses (1), (2) and (3) above with
respect to such Investment shall not exceed the aggregate amount of all such
Investments made subsequent to the Issue Date in such Unrestricted Subsidiary or
joint venture.

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


                                       51
<PAGE>   59

              (1) the payment of any dividend within 60 days after the date of
       declaration of such dividend if the dividend would have been permitted on
       the date of declaration;

              (2) the acquisition of any shares of Capital Stock of the Company
       either:

                     (i) solely in exchange for shares of Qualified Capital
              Stock of the Company or

                     (ii) through the application of net proceeds of a
              substantially concurrent sale for cash (other than to a Subsidiary
              of the Company) of shares of Qualified Capital Stock of the
              Company;

              (3) if no Default or Event of Default shall have occurred and be
       continuing, the acquisition of any Indebtedness of the Company that is
       subordinate or junior in right of payment to the Notes either:

                     (i) solely in exchange for shares of Qualified Capital
              Stock of the Company or Refinancing Indebtedness of the Company,
              or

                     (ii) through the application of net proceeds of a
              substantially concurrent sale for cash (other than to a Subsidiary
              of the Company) of:

                     (A) shares of Qualified Capital Stock of the Company or
              Holdings, provided that, in the case of Qualified Capital Stock of
              Holdings, Holdings contributes to the capital of the Company all
              or a portion of the net cash proceeds from the sale of such
              Qualified Capital Stock in at least the amount necessary to pay
              the aggregate acquisition cost of such Indebtedness, or

                     (B) Refinancing Indebtedness;

              (4) so long as no Default or Event of Default shall have occurred
       and be continuing, payments for the purpose of and in an amount equal to
       the amount required to permit Holdings to redeem or repurchase Common
       Stock of Holdings or options in respect thereof from employees or
       officers of Holdings or any of its Subsidiaries or their estates or
       authorized representatives upon the death, disability or termination of
       employment of such employees or officers in an aggregate amount not to
       exceed $10 million;

              (5) the making of distributions, loans or advances in an amount
       not to exceed $1 million per annum sufficient to permit Holdings to pay
       the ordinary operating expenses of Holdings related to Holdings'
       ownership of Capital Stock of the Company;

              (6) the payment of any amounts pursuant to the Tax Sharing
       Agreement; and

              (7) in the event that the Company has not realized cash from the
       proceeds of the payment, sale or disposition of any non-cash
       consideration referred to in clause (iii) (w), (iii) (x) and (iii) (y)
       (2) of the immediately preceding paragraph, Restricted Payments permitted
       by reason of such non-cash consideration; provided, that such Restricted
       Payments may be made only in kind of the non-cash consideration so
       received.


                                       52
<PAGE>   60

In determining the aggregate amount of Restricted Payments made subsequent to
the Issue Date in accordance with clause (iii) of the immediately preceding
paragraph, amounts expended pursuant to clauses (1), (4) and (7) shall be
included in such calculation and amounts expended pursuant to clauses (2), (3),
(5) and (6) shall be excluded from such calculation.

       Not later than the date of making any Restricted Payment, the Company
shall deliver to the Trustee an Officers' Certificate stating that such
Restricted Payment complies with this Indenture and setting forth in reasonable
detail the basis upon which the required calculations were computed, which
calculations may be based upon the Company's or Holdings' latest available
internal quarterly financial statements. The Trustee shall have no duty or
obligation to recalculate or otherwise verify the accuracy of the calculations
set forth in any such Officers' Certificate.

       SECTION 4.11. Limitation on Transactions with Affiliates.

       (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, enter into or permit to exist any
transaction or series of related transactions (including, without limitation,
the purchase, sale, lease or exchange of any property or the rendering of any
service) with, or for the benefit of, any of its Affiliates (each an "Affiliate
Transaction"), other than

              (x) Affiliate Transactions permitted under paragraph (b) below,
       and

              (y) Affiliate Transactions on terms that are no less favorable to
       the Company or the relevant Restricted Subsidiary than those that might
       reasonably have been obtained in a comparable transaction at such time on
       an arm's-length basis from a Person that is not an Affiliate of the
       Company or such Restricted Subsidiary.

All Affiliate Transactions (and each series of related Affiliate Transactions
which are part of a common plan) involving aggregate payments or other property
with a fair market value in excess of $2 million shall be approved by the Board
of Directors of the Company or such Restricted Subsidiary, as the case may be,
such approval to be evidenced by a Board Resolution stating that such Board of
Directors has determined that such transaction complies with the foregoing
provisions. If the Company or any Restricted Subsidiary of the Company enters
into an Affiliate Transaction (or a series of related Affiliate Transactions
related to a common plan) that involves an aggregate fair market value or
payments to an Affiliate, as the case may be, of more than $10 million, the
Company or such Restricted Subsidiary, as the case may be, shall, prior to the
consummation thereof, obtain a favorable opinion as to the fairness of such
transaction or series of related transactions to the Company or the relevant
Restricted Subsidiary, as the case may be, from a financial point of view, from
an Independent Financial Advisor and file the same with the Trustee.

       (b) The restrictions set forth in clause (a) shall not apply to:

                     (i) reasonable fees and compensation paid to (including
              issuances and grant of securities and stock options, employment
              agreements and stock option and ownership plans for the benefit
              of), and indemnity provided on behalf of, officers, directors,
              employees or consultants of the Company or any Restricted


                                       53
<PAGE>   61

               Subsidiary of the Company as determined in good faith by the
               Company's Board of Directors or senior management;

                     (ii) transactions between or among the Company and any of
              its Restricted Subsidiaries or exclusively between or among such
              Restricted Subsidiaries, provided that such transactions are not
              otherwise prohibited by this Indenture;

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

                     (iv) payments and investments permitted by this Indenture;

                     (v)the issuance of Qualified Capital Stock of the Company;

                     (vi) loans or advances to employees and officers of the
              Company and its Restricted Subsidiaries in the ordinary course of
              business for bona fide business purposes not in excess of $10
              million at any one time outstanding;

                     (vii) transactions permitted by, and complying with, the
              provisions of the covenants described under Sections 5.01 and
              5.03; and

                     (viii) transactions with suppliers or other purchasers or
              sales of goods or services, in each case in the ordinary course of
              business (including, without limitation, pursuant to joint venture
              agreements) and otherwise in compliance with the terms of the
              Indenture which are fair to the Company in the good faith
              determination of the Board of Directors of the Company or the
              senior management thereof and on terms at least as favorable as
              might reasonably have been obtained at such time from an
              unaffiliated party; and

                     (ix) Qualified Receivables Transactions.

       SECTION 4.12. Limitation on Incurrence of Additional Indebtedness.

       The Company will not, and will not permit any of its Restricted
Subsidiaries to, directly or indirectly, create, incur, assume, guarantee,
acquire, become liable, contingently or otherwise, with respect to, or otherwise
become responsible for payment of (collectively, "incur") any Indebtedness
(other than Permitted Indebtedness); provided, however, that if no Default or
Event of Default shall have occurred and be continuing at the time or as a
consequence of the incurrence of any such Indebtedness, the Company or its
Restricted Subsidiaries may incur Indebtedness (including, without limitation,
Acquired Indebtedness) if on the date of the incurrence of such Indebtedness,
after giving effect to the incurrence thereof, the Consolidated Fixed Charge
Coverage Ratio of the Company is greater than 2.0 to 1.0.


                                       54
<PAGE>   62

       SECTION 4.13. Limitation on Dividends and Other Payment Restrictions
Affecting Subsidiaries.

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

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

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

              (c) transfer any of its property or assets to the Company or any
       other Restricted Subsidiary of the Company, except for such encumbrances
       or restrictions existing under or by reason of:

                     (1) applicable law;

                     (2) this Indenture, including any Guarantee;

                     (3) customary non-assignment provisions of any contract or
              lease governing a leasehold or ownership interest of any
              Restricted Subsidiary of the Company;

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

                     (5) agreements existing on the Issue Date (including,
              without limitation, the Credit Agreement) to the extent and in the
              manner such agreements are in effect on the Issue Date;

                     (6) secured Indebtedness otherwise permitted to be incurred
              pursuant to the provisions of Sections 4.12 and 4.18 that limit
              the right of the debtor to dispose of the assets securing such
              Indebtedness;

                     (7) customary net worth or non-assignment provisions
              contained in leases and other agreements entered into by a
              Restricted Subsidiary in the ordinary course of business;

                     (8) customary restrictions with respect to a Restricted
              Subsidiary pursuant to an agreement that has been entered into for
              the sale or disposition of all or substantially all of the Capital
              Stock of such Restricted Subsidiary;

                     (9) customary provisions in joint venture agreements and
              other similar agreements relating solely to the securities, assets
              and revenues of such joint venture or other business venture;


                                       55
<PAGE>   63

                     (10) an agreement governing Indebtedness incurred to
              Refinance the Indebtedness issued, assumed or incurred pursuant to
              an agreement referred to in clause (2), (4), (5) or (6) above;
              provided, however, that the provisions relating to such
              encumbrance or restriction contained in any such Indebtedness are
              not, in the aggregate, materially less favorable to the Company as
              determined by the Board of Directors of the Company in its
              reasonable and good faith judgment than the provisions relating to
              such encumbrance or restriction contained in agreements referred
              to in such clause (2), (4), (5) or (6); and

                     (11) Standard Securitization Undertakings relating to a
              Receivables Subsidiary or Special Purpose Vehicle.

       SECTION 4.14. Prohibition on Incurrence of Senior Subordinated Debt.

       The Company will not incur or suffer to exist any Indebtedness that is
senior in right of payment to the Notes and subordinate in right of payment to
any other Indebtedness of the Company. The Company will not cause or permit any
Restricted Subsidiary which is a Guarantor to incur or suffer to exist any
Indebtedness (including any guarantee) that is senior in right of payment to the
Guarantee of such Guarantor and subordinate in right of payment to any other
Indebtedness (including any other guarantee) of such Guarantor.

       SECTION 4.15. Change of Control.

       (a) At any time on or prior to May 15, 2006, the Company may, at its
option, redeem the Notes, in whole, 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 such Change of Control) 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 fixed for such
redemption (the "Change of Control Redemption Date"), except that installments
of interest which are due and payable on dates falling on or prior to the
applicable Change of Control Redemption Date will be payable to the Persons who
were the Holders of record at the close of business on the relevant Record
Dates.

       (b) Upon the occurrence of a Change of Control, if the Company does not
redeem the Notes as provided in Section 4.15(a) of this Indenture, the Company
or Holdings shall make the "Change of Control Offer," and each Holder will have
the right to require that the Company or Holdings, as applicable, purchase all
or a portion of such Holder's Notes pursuant to such Change of Control Offer, at
a purchase price equal to 101% of the principal amount thereof plus accrued
interest, if any, to the date of purchase. Prior to the mailing of the notice
referred to below, but in any event within 60 days following any Change of
Control, the Company and Holdings shall

              (i) repay in full and terminate all commitments under all
       Indebtedness under the Credit Agreement, all other Senior Debt and all
       Guarantor Senior Debt of any Guarantor the terms of which require
       repayment upon a Change of Control or offer to repay in full and
       terminate all commitments under all Indebtedness under the Credit
       Agreement and all other such Senior Debt and Guarantor Senior Debt and to
       repay the Indebtedness owed to each lender which has accepted such offer
       in full or


                                       56
<PAGE>   64

              (ii) obtain the requisite consents under the Credit Agreement, all
       other Senior Debt and all Guarantor Senior Debt of any Guarantor to
       permit the repurchase of the Notes as provided below.

       The Company and Holdings shall first comply with the covenant in the
immediately preceding sentence before the Company shall be required to
repurchase Notes pursuant to the provisions described below. The failure by the
Company or Holdings to comply with the second preceding sentence shall
constitute an Event of Default under Section 6.01(3) and not under Section
6.01(2).

       (c) Within 60 days following the date upon which the Change of Control
occurred (the "Change of Control Date"), unless the Company has mailed a notice
with respect to a redemption pursuant to Section 4.15(a) with respect to all the
Notes in connection with a Change of Control occurring on or prior to May 15,
2006, the Company must send, by first class mail, a notice to each Holder, with
a copy to the Trustee and each Paying Agent, which notice shall govern the terms
of the Change of Control Offer. The notice to the Holders shall contain all
instructions and materials necessary to enable such Holders to tender Notes
pursuant to the Change of Control Offer. Such notice shall state:

              (1) that the Change of Control Offer is being made pursuant to
       this Section 4.15 and that all Notes tendered and not withdrawn will be
       accepted for payment;

              (2) the purchase price (including the amount of accrued interest)
       and the purchase date (which shall be no earlier than 30 days nor later
       than 45 days from the date such notice is mailed, other than as may be
       required by law) (the "Change of Control Payment Date");

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

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

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

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

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


                                       57
<PAGE>   65

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

       On or before the Change of Control Payment Date, the Company shall

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

                     (ii) deposit with the Paying Agent U.S. Legal Tender
              sufficient to pay the purchase price plus accrued interest, if
              any, of all Notes so tendered and

                     (iii) deliver to the Registrar Notes so accepted together
              with an Officers' Certificate stating the Notes or portions
              thereof being purchased by the Company. The Paying Agent shall
              promptly mail to the Holders of Notes so accepted payment in an
              amount equal to the purchase price plus accrued interest, if any,
              and the Trustee shall promptly authenticate and mail to such
              Holders new Notes equal in principal amount to any unpurchased
              portion of the Notes surrendered. Any Notes not so accepted shall
              be promptly mailed by the Company to the Holder thereof.

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

       Neither the Company nor Holdings will be required to make a Change of
Control Offer upon a Change of Control if a third party makes a Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company or Holdings and purchases all Notes validly tendered and not
withdrawn under such Change of Control Offer at the price, including accrued and
unpaid interest, if any, at the times and in the manner specified in this
Indenture.

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

       SECTION 4.16. Limitation on Asset Sales.

        (a) The Company will not, and will not permit any of its Restricted
Subsidiaries to, consummate an Asset Sale unless:

              (i) The Company or the applicable Restricted Subsidiary, as the
       case may be, receives consideration at the time of such Asset Sale at
       least equal to the fair market value of the assets sold or otherwise
       disposed of (in each case as determined in good faith by the Company's
       Board of Directors),


                                       58
<PAGE>   66

              (ii) at least 75% of the consideration received by the Company or
       the Restricted Subsidiary, as the case may be, from such Asset Sale shall
       be in the form of cash or Cash Equivalents and shall be received at the
       time of such disposition; provided that

                     (A) the amount of any liabilities (as shown on the
              Company's or such Restricted Subsidiary's most recent balance
              sheet) of the Company or any such Restricted Subsidiary (other
              than liabilities that are by their terms subordinated to the
              Notes) that are assumed by the transferee of any such assets,

                     (B) the fair market value of any marketable securities
              received by the Company or a Restricted Subsidiary in exchange for
              any such assets that are converted into cash within 90 days after
              such Asset Sale, and

                     (C) any Designated Noncash Consideration received by the
              Company or any of its Restricted Subsidiaries in such Asset Sale
              having an aggregate fair market value, when taken together with
              all other Designated Noncash Consideration received pursuant to
              this clause (C) since the Issue Date that is at that time
              outstanding, not to exceed 10% of the Consolidated Net Tangible
              Assets of the Company based on its most recent consolidated
              balance sheet at the time of the receipt of such Designated
              Noncash Consideration from such Asset Sale (with the fair market
              value of each item of Designated Noncash Consideration being
              measured at the time received and without giving effect to
              subsequent changes in value)

              shall be deemed to be cash for purposes of this provision; and
              provided, further, that the Company and its Restricted
              Subsidiaries may make Asset Sales not exceeding $5 million in the
              aggregate in each year for non-cash consideration; and

              (iii) in the event and to the extent that the Net Cash Proceeds
       received by the Company or any of its Restricted Subsidiaries from one or
       more Asset Sales occurring on or after the Issue Date in any period of 12
       consecutive months exceed 10% of Consolidated Net Tangible Assets
       (determined as of the date closest to the commencement of such 12-month
       period for which a consolidated balance sheet of the Company and its
       Subsidiaries has been prepared), then the Company shall or shall cause
       the relevant Restricted Subsidiary, within 360 days after the date Net
       Cash Proceeds so received exceed 10% of Consolidated Net Tangible Assets,
       to apply such excess Net Cash Proceeds:

                     (A) to prepay any Senior Debt and, in the case of any
              prepaid Senior Debt under any revolving credit facility, effect a
              permanent reduction in the availability under such revolving
              credit facility, or to so prepay any Indebtedness of a Wholly
              Owned Restricted Subsidiary,

                     (B) to make an Investment (or enter into a definitive
              agreement committing to so invest within 360 days after the date
              of such agreement and to make such Investment as provided in such
              agreement) in properties and assets that replace the properties
              and assets that were the subject of such Asset Sale or in


                                       59
<PAGE>   67

              properties and assets that will be used in the business of the
              Company and its Restricted Subsidiaries as it exists on the date
              of such Asset Sale or in businesses that are the same as such
              business of the Company and its Restricted Subsidiaries on the
              date of such Asset Sale or similar or reasonably related thereto
              ("Replacement Assets"), or

                     (C) a combination of prepayment and investment permitted by
              the foregoing clauses (iii) (A) and (iii) (B).

Pending the final application of such Net Cash Proceeds, the Company may
temporarily reduce borrowings under the Credit Agreement or any other revolving
credit facility, if any, or otherwise invest such Net Cash Proceeds in Cash
Equivalents, in each case in a manner not prohibited by this Indenture. Subject
to the last sentence of this paragraph, on the 361st day after an Asset Sale or
such earlier date, if any, as the Board of Directors of the Company or of such
Restricted Subsidiary determines not to apply the Net Cash Proceeds relating to
such Asset Sale as set forth in clause (iii) (A), (iii) (B) or (iii) (C) of the
second preceding sentence (each, a "Net Proceeds Offer Trigger Date"), such
aggregate amount of Net Cash Proceeds which have not been applied (or committed
to be applied pursuant to a definitive agreement as described above) on or
before such Net Proceeds Offer Trigger Date as permitted in clauses (iii) (A),
(iii) (B) and (iii) (C) of the second preceding sentence (each a "Net Proceeds
Offer Amount") shall be applied by the Company or such Restricted Subsidiary to
make an offer to purchase (the "Net Proceeds Offer") on a date (the "Net
Proceeds Offer Payment Date") not less than 30 nor more than 60 days following
the applicable Net Proceeds Offer Trigger Date, from all Holders (and, if
required by the terms of any other Indebtedness of the Company ranking pari
passu with the Notes in right of payment and which has similar provisions
requiring the Company either to make an offer to repurchase or to otherwise
repurchase, redeem or repay such Indebtedness with the proceeds from Asset Sales
(the "Pari Passu Indebtedness"), from the holders of such Pari Passu
Indebtedness) on a pro rata basis (in proportion to the respective principal
amounts or accreted value, as the case may be, of the Notes and any such Pari
Passu Indebtedness) an aggregate principal amount of Notes (plus, if applicable,
an aggregate principal amount or accreted value, as the case may be, of Pari
Passu Indebtedness) equal to the Net Proceeds Offer Amount at a price equal to
100% of the principal amount of the Notes (or 100% of the principal amount or
accreted value, as the case may be, of such Pari Passu Indebtedness), plus
accrued and unpaid interest thereon, if any, to the date of purchase; provided,
however, that if at any time any non-cash consideration (including any
Designated Noncash Consideration) received by the Company or any Restricted
Subsidiary of the Company, as the case may be, in connection with any Asset Sale
is converted into or sold or otherwise disposed of for cash (other than interest
received with respect to any such non-cash consideration), then such conversion
or disposition shall be deemed to constitute an Asset Sale hereunder and the Net
Cash Proceeds thereof shall be applied in accordance with this covenant. The
Company may defer the Net Proceeds Offer until there is an aggregate unutilized
Net Proceeds Offer Amount equal to or in excess of $10 million resulting from
one or more Asset Sales (at which time the entire unutilized Net Proceeds Offer
Amount, and not just the amount in excess of $10 million, shall be applied as
required pursuant to this paragraph, and in which case the Net Proceeds Offer
Trigger Date shall be deemed to be the earliest date that the Net Proceeds Offer
Amount is equal to or in excess of $10 million).

       In the event of the transfer of substantially all (but not all) of the
property and assets of the Company and its Restricted Subsidiaries as an
entirety to a Person in a transaction permitted under the covenant described
under Section 5.01, the successor corporation shall be deemed to


                                       60
<PAGE>   68

have sold the properties and assets of the Company and its Restricted
Subsidiaries not so transferred for purposes of this covenant, and shall comply
with the provisions of this covenant with respect to such deemed sale as if it
were an Asset Sale. In addition, the fair market value of such properties and
assets of the Company or its Restricted Subsidiaries deemed to be sold shall be
deemed to be Net Cash Proceeds for purposes of this covenant.

       Each Net Proceeds Offer will be mailed to the record Holders as shown on
the register of Holders within 25 days following the Net Proceeds Offer Trigger
Date, with a copy to the Trustee, and shall comply with the procedures set forth
in this Indenture. Upon receiving notice of the Net Proceeds Offer, Holders may
elect to tender their Notes in whole or in part in integral multiples of $1,000
in exchange for cash.

       To the extent that the aggregate principal amount of Notes (plus, if
applicable, the aggregate principal amount or accreted value, as the case may
be, of Pari Passu Indebtedness) validly tendered by the holders thereof and not
withdrawn exceeds the Net Proceeds Offer Amount, Notes of tendering Holders
(and, if applicable, Pari Passu Indebtedness tendered by the holders thereof)
will be purchased on a pro rata basis (based on the principal amount of the
Notes and, if applicable, the principal amount or accreted value, as the case
may be, of any such Pari Passu Indebtedness tendered and not withdrawn). To the
extent that the aggregate amount of the Notes (plus, if applicable, the
aggregate principal amount or accreted value, as the case may be, of any Pari
Passu Indebtedness) tendered pursuant to a Net Proceeds Offer is less than the
Net Proceeds Offer Amount, the Company may use such excess Net Proceeds Offer
Amount for general corporate purposes or for any other purpose not prohibited by
the Indenture. Upon completion of any such Net Proceeds Offer, the Net Proceeds
Offer Amount shall be reset at zero. A Net Proceeds Offer shall remain open for
a period of 20 Business Days or such longer period as may be required by law.

       (b) Each notice of a Net Proceeds Offer pursuant to this Section 4.16
shall be mailed by first class mail, by the Company within 25 days following the
Net Proceeds Offer Trigger Date to all Holders at their last registered
addresses as of a date within 15 days of the mailing of such notice, with a copy
to the Trustee and each Paying Agent. The notice shall contain all instructions
and materials necessary to enable such Holders to tender Notes pursuant to the
Net Proceeds Offer and shall state the following terms:

              (i) that the Net Proceeds Offer is being made pursuant to Section
       4.16 and that all Notes tendered will be accepted for payment; provided
       however, that if the aggregate principal amount of Notes tendered in a
       Net Proceeds Offer exceeds the aggregate amount of the Net Proceeds
       Offer, the Company shall select the Notes to be purchased on a pro rata
       basis (with such adjustments as may be deemed appropriate by the Company
       so that only Notes in denominations of $1,000 or multiples thereof shall
       be purchased);

              (ii) the purchase price (including the amount of accrued interest)
       and the purchase date (which shall be 20 Business Days from the date of
       mailing of notice of such Net Proceeds Offer, or such longer period as
       required by law) (the "Proceeds Purchase Date");

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


                                       61
<PAGE>   69

              (iv) that, unless the Company defaults in making payment therefor,
       any Note accepted for payment pursuant to the Net Proceeds Offer shall
       cease to accrue interest after the Proceeds Purchase Date;

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

              (vi) that Holders will be entitled to withdraw their election if
       the Paying Agent receives, not later than five Business Days prior to the
       Proceeds Purchase Date, a telegram, telex, facsimile transmission or
       letter setting forth the name of the Holder, the principal amount of the
       Notes the Holder delivered for purchase and a statement that such Holder
       is withdrawing his election to have such Note purchased; and

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

       On or before the Proceeds Purchase Date, the Company shall (i) accept for
payment Notes or portions thereof tendered pursuant to the Net Proceeds Offer
which are to be purchased in accordance with item (b)(i) above, (ii) deposit
with the Paying Agent U.S. Legal Tender sufficient to pay the purchase price
plus accrued interest, if any, of all Notes to be purchased and (iii) deliver to
the Paying Agent Notes so accepted together with an Officers' Certificate
stating the Notes or portions thereof being purchased by the Company. The Paying
Agent shall promptly mail to the Holders of Notes so accepted payment in an
amount equal to the purchase price plus accrued interest, if any.

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

       Notwithstanding the foregoing, the Company and its Restricted
Subsidiaries will be permitted to consummate an Asset Swap if:

              (i) at the time of entering into such Asset Swap or immediately
       after giving effect to such Asset Swap, no Default or Event of Default
       shall have occurred or be continuing or would occur as a consequence
       thereof, and

              (ii) in the event that such Asset Swap involves an aggregate
       amount in excess of $10 million, the terms of such Asset Swap have been
       approved by a majority of the members of the Board of Directors of the
       Company.


                                       62
<PAGE>   70

       SECTION 4.17. Limitation on Preferred Stock of Restricted Subsidiaries.

       The Company shall not permit any of its Restricted Subsidiaries (other
than a Receivables Subsidiary or a Special Purpose Vehicle) to issue any
Preferred Stock (other than to the Company or to a Wholly Owned Restricted
Subsidiary of the Company) or permit any Person (other than the Company or a
Wholly Owned Restricted Subsidiary of the Company) to own any Preferred Stock of
any Restricted Subsidiary of the Company (other than a Receivables Subsidiary or
a Special Purpose Vehicle).

       SECTION 4.18. Limitation on Liens.

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

              (i) in the case of Liens securing Indebtedness that is expressly
       subordinate or junior in right of payment to the Notes, the Notes are
       secured by a Lien on such property, assets or proceeds or such right to
       receive income or profits, as the case may be, that is senior in priority
       to such Liens and

              (ii) in all other cases, the Notes are equally and ratably
       secured, except for

                     (A) Liens existing as of the Issue Date to the extent and
              in the manner such Liens are in effect on the Issue Date;

                     (B) Liens securing Senior Debt and Liens on assets of
              Restricted Subsidiaries securing guarantees of Senior Debt;

                     (C) Liens securing the Notes;

                     (D) Liens of the Company or a Wholly Owned Restricted
              Subsidiary of the Company on assets of any Restricted Subsidiary
              of the Company;

                     (E) Liens securing Refinancing Indebtedness which is
              incurred to Refinance any Indebtedness which has been secured by a
              Lien permitted under this Indenture and which has been incurred in
              accordance with the provisions of this Indenture; provided,
              however, that such Liens

                            (1) are not materially less favorable to the Holders
                     and are not materially more favorable to the lienholders
                     with respect to such Liens than the Liens in respect of the
                     Indebtedness being Refinanced and

                            (2) do not extend to or cover any property or assets
                     of the Company or any of its Restricted Subsidiaries not
                     securing the Indebtedness so Refinanced; and

                     (F) Permitted Liens.


                                       63
<PAGE>   71

       SECTION 4.19. Limitation on Guarantees by Domestic Restricted
Subsidiaries.

       The Company will not permit any of its domestic Restricted Subsidiaries,
directly or indirectly, by way of the pledge of any intercompany note or
otherwise, to assume, guarantee or in any other manner become liable with
respect to any Indebtedness of the Company or any other Restricted Subsidiary
(other than Permitted Indebtedness of a Restricted Subsidiary), unless, in any
such case, such Restricted Subsidiary simultaneously executes and delivers to
the Trustee a supplemental indenture to this Indenture, providing a guarantee of
payment of the Notes by such Restricted Subsidiary (a "Guarantee") substantially
similar to the Guarantee of Holdings contained in Article Eleven (except that
the Guarantee of such Restricted Subsidiary will be a senior subordinated
obligation of such Restricted Subsidiary and will be limited in amount as
described in the immediately following paragraph), which Guarantee shall be a
senior subordinated obligation of such Restricted Subsidiary and shall be
subordinated in right of payment to all Guarantor Senior Debt of such Restricted
Subsidiary on terms substantially similar to those applicable to Holdings'
Guarantee. Neither the Company nor any such Restricted Subsidiary shall be
required to make a notation on the Notes to reflect any such subsequent
Guarantee. Nothing contained in this paragraph shall be construed to permit any
Restricted Subsidiary of the Company to incur Indebtedness otherwise prohibited
by the Indenture or the Credit Agreement.

       Each Guarantee of a Restricted Subsidiary will be limited in amount to an
amount not to exceed the maximum amount that can be guaranteed by such
Restricted Subsidiary without rendering such Guarantee, as it relates to such
Restricted Subsidiary, void or voidable under applicable laws relating to
fraudulent conveyance or fraudulent transfer or other similar laws affecting the
rights of creditors generally.

       Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary shall provide by its terms that it 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 Restricted Subsidiary from
       its liability in respect of the Indebtedness in connection with which
       such Guarantee was executed and delivered pursuant to the second
       preceding paragraph; or

              (ii) any sale or other disposition (by merger or otherwise) to any
       Person which is not a Restricted Subsidiary of the Company, of all of the
       Company's Capital Stock in, or all or substantially all of the assets of,
       such Restricted Subsidiary; provided that

                     (a) such sale or disposition of such Capital Stock or
              assets is otherwise in compliance with the terms of this
              Indenture, and

                     (b) such assumption, guarantee or other liability of such
              Restricted Subsidiary has been released by the holders of the
              other Indebtedness so guaranteed.


                                       64
<PAGE>   72

       SECTION 4.20. Restriction of Lines of Business to Food, Food Distribution
and Related Businesses.

       The Company shall not, and shall not permit any Restricted Subsidiary to,
engage in any material business activity except for food, food distribution and
related businesses.

       SECTION 4.21. Rule 144A Information.

       If and to the extent required to permit resales or other transfers of the
Notes to be made pursuant to Rule 144A, the Company will prepare and will
furnish to any Holder of Notes, any beneficial owner of Notes (including,
without limitation, any owner of a beneficial interest in a Global Note) and any
prospective purchaser or other prospective transferee of Notes designated by a
Holder or beneficial owner of Notes, promptly upon request and at the expense of
the Company, the financial statements and other information specified in Rule
144A(d)(4) (or any successor provision thereto).


                                  ARTICLE FIVE

                              SUCCESSOR CORPORATION

       SECTION 5.01. Merger, Consolidation and Sale of Assets of the Company.

       (a) The Company will not, in a single transaction or a series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Restricted Subsidiary of the Company to sell, assign, transfer, lease, convey or
otherwise dispose of) all or substantially all of the Company's assets
(determined on a consolidated basis for the Company and its Restricted
Subsidiaries), whether as an entirety or substantially as an entirety, to any
Person unless:

              (1) either: (A) the Company shall be the surviving or continuing
       corporation or (B) the Person (if other than the Company) formed by such
       consolidation or into which the Company is merged or the Person which
       acquires by sale, assignment, transfer, lease, conveyance or other
       disposition the properties and assets of the Company and its Restricted
       Subsidiaries as an entirety or substantially as an entirety (the
       "Surviving Entity") (x) shall be a corporation organized and validly
       existing under the laws of the United States or any state thereof or the
       District of Columbia and (y) shall expressly assume, by supplemental
       indenture (in form and substance reasonably satisfactory to the Trustee),
       executed and delivered to the Trustee, the due and punctual payment of
       the principal of and premium, if any, and interest (including, without
       limitation, any Additional Interest) on all of the Notes and the
       performance of every covenant of the Notes, this Indenture and the
       Registration Rights Agreement on the part of the Company to be performed
       or observed;

              (2) immediately after giving effect to such transaction and the
       assumption contemplated by clause (1)(B)(y) above (including giving
       effect to any Indebtedness and Acquired Indebtedness incurred or
       anticipated to be incurred in connection with or in respect of such
       transaction), the Company or such Surviving Entity, as the case may be,


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<PAGE>   73

       shall be able to incur at least $1.00 of additional Indebtedness (other
       than Permitted Indebtedness) in compliance with Section 4.12;

              (3) immediately before and immediately after giving effect to such
       transaction and the assumption contemplated by clause (1)(B)(y) above
       (including, without limitation, giving effect to any Indebtedness and
       Acquired Indebtedness incurred or anticipated to be incurred and any Lien
       granted in connection with or in respect of such transaction), no Default
       or Event of Default shall have occurred and be continuing; and

              (4) the Company or the Surviving Entity, as the case may be, shall
       have delivered to the Trustee an Officers' Certificate and an Opinion of
       Counsel, each stating that such consolidation, merger, sale, assignment,
       transfer, lease, conveyance or other disposition and, if a supplemental
       indenture is required in connection with such transaction, such
       supplemental indenture complies with the applicable provisions of this
       Indenture and that all conditions precedent in this Indenture relating to
       such transaction have been satisfied.

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

       (c) Notwithstanding the foregoing, the merger of the Company with an
Affiliate incorporated solely for the purpose of reincorporating the Company in
another jurisdiction shall be permitted without regard to Section 5.01(a)(2)
hereof.

       SECTION 5.02. Successor Corporation Substituted for the Company.

       Upon any consolidation or merger of the Company or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of the Company in accordance with the foregoing in which the Company
is not the continuing corporation, the successor Person formed by such
consolidation or into which the Company is merged or to which such sale,
assignment, transfer, lease, conveyance or other disposition is made shall
succeed to, and be substituted for, and may exercise every right and power of,
the Company under this Indenture and the Notes with the same effect as if such
Surviving Entity had been named as such; provided, however, that the Company
shall not be released from its obligations under this Indenture or the Notes in
the case of a lease.

       SECTION 5.03. Merger, Consolidation and Sale of Assets of Holdings.

       (a) Holdings will not, in a single transaction or a series of related
transactions, consolidate or merge with or into any Person, or sell, assign,
transfer, lease, convey or otherwise dispose of (or cause or permit any
Subsidiary of Holdings to sell, assign, transfer, lease, convey or otherwise
dispose of) all or substantially all of Holdings' assets (determined on a
consolidated basis for Holdings and its Subsidiaries), whether as an entirety or
substantially as an entirety, to any Person unless:


                                       66
<PAGE>   74

              (1) either: (A) Holdings shall be the surviving or continuing
       corporation or (B) the Person (if other than Holdings) formed by such
       consolidation or into which Holdings is merged or the Person which
       acquires by sale, assignment, transfer, lease, conveyance or other
       disposition the properties and assets of Holdings as an entirety or
       substantially as an entirety (the "Surviving Parent Entity") (x) shall be
       a corporation organized and validly existing under the laws of the United
       States or any state thereof or the District of Columbia and (y) shall
       expressly assume, by supplemental indenture (in form and substance
       reasonably satisfactory to the Trustee), executed and delivered to the
       Trustee, the obligations of Holdings of the due and punctual payment of
       the principal of and premium, if any, and interest (including, without
       limitation, any Additional Interest) on the Notes and all of Holdings'
       obligations under this Indenture, including its Guarantee;

              (2) Holdings or such Surviving Parent Entity, as the case may be,
       shall not, immediately after giving effect to such transaction or series
       of transactions be in default in the performance of any covenants or
       obligations of Holdings or Surviving Parent Entity under this Indenture,
       including its Guarantee; and

              (3) Holdings or such Surviving Parent Entity, as the case may be,
       shall have delivered to the Trustee an Officers' Certificate and an
       Opinion of Counsel, each stating that such consolidation, merger, sale,
       assignment, transfer, lease, conveyance or other disposition and, if a
       supplemental indenture is required in connection with such transaction,
       such supplemental indenture complies with the applicable provisions of
       this Indenture and that all conditions precedent in this Indenture
       relating to such transaction have been satisfied.

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

       (c) Notwithstanding the foregoing, the merger of Holdings with and into
the Company shall be permitted without regard to compliance with the covenant
described in the second preceding paragraph; provided that such merger shall be
permitted pursuant to and shall comply with the requirements of Section 5.01 and
5.02.

       SECTION 5.04. Successor Corporation Substituted for Holdings.

       Upon any consolidation or merger of Holdings or any sale, assignment,
transfer, lease, conveyance or other disposition of all or substantially all of
the assets of Holdings in accordance with the foregoing in which Holdings is not
the continuing corporation, the successor Person formed by such consolidation or
into which Holdings is merged or to which such sale, assignment, transfer,
lease, conveyance or other disposition is made shall succeed to, and be
substituted for, and may exercise every right and power of, Holdings under this
Indenture, including its Guarantee, with the same effect as if such Surviving
Parent Entity had been named as such; provided, however, that Holdings shall not
be released from its obligations under this Indenture, including its Guarantee,
in the case of a lease.


                                       67
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                                   ARTICLE SIX

                              DEFAULT AND REMEDIES

       SECTION 6.01. Events of Default.

       The following events are "Events of Default":

       (1) the failure to pay interest (including, without limitation, any
Additional Interest) on any Notes when the same becomes due and payable and the
Default continues for a period of 30 days (whether or not such payment shall be
prohibited by Article Ten of this Indenture); or

       (2) the failure to pay the principal on any Notes when such principal
becomes due and payable, at maturity, upon redemption or otherwise (including
the failure to make a payment to purchase Notes tendered pursuant to a Change of
Control Offer or a Net Proceeds Offer) (whether or not such payment shall be
prohibited by Article Ten); or

       (3) a default by the Company or Holdings in the observance or performance
of any other covenant or agreement contained in this Indenture and which default
continues for a period of 30 days after written notice specifying the default
(and demanding that such default be remedied) is received by the Company from
the Trustee or by the Company and the Trustee from the Holders of at least 25%
of the outstanding principal amount of the Notes; or

       (4) the failure to pay at final stated maturity (giving effect to any
applicable grace periods and any extensions thereof) the principal amount of any
Indebtedness for borrowed money of the Company or any Restricted Subsidiary of
the Company or the acceleration of the final stated maturity of any such
Indebtedness, in either case, if the aggregate principal amount of such
Indebtedness, together with the aggregate principal amount of any other such
Indebtedness in default for failure to pay principal at final stated maturity or
which has been accelerated, aggregates $20 million or more at any time; or

       (5) one or more judgments for the payment of money in an aggregate amount
in excess of $20 million (to the extent not covered by insurance) shall have
been rendered against the Company or any of its Restricted Subsidiaries and such
judgments remain undischarged, unpaid or unstayed for a period of 60 days after
such judgment or judgments become final and non-appealable; or

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

       (7) a court of competent jurisdiction enters a judgment, decree or order
for relief in respect of the Company or any Significant Subsidiary of the
Company in an involuntary case or proceeding under any Bankruptcy Law, which
shall (A) approve as properly filed a petition seeking reorganization,
arrangement, adjustment or composition in respect of the Company or


                                       68
<PAGE>   76

any such Significant Subsidiary, (B) appoint a Custodian of the Company or any
such Significant Subsidiary or for substantially all of its property or (C)
order the winding-up or liquidation of its affairs; and such judgment, decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or

       (8) the failure of a Guarantee of the Notes given by a Guarantor to be in
full force and effect (except if such Guarantee shall have been released and
discharged pursuant to the provisions set forth in the last paragraph of Section
4.19) or the denial or disaffirmation of such obligations by a Guarantor.

       SECTION 6.02. Acceleration.

       (a) If an Event of Default (other than an Event of Default specified in
Section 6.01(6) or (7) with respect to the Company) occurs and is continuing and
has not been waived pursuant to Section 6.04, then the Trustee or the Holders of
at least 25% in principal amount of outstanding Notes may declare the principal
of and accrued interest on all the Notes to be due and payable by notice in
writing to the Company and the Trustee specifying the respective Event of
Default and that it is a "notice of acceleration" (the "Acceleration Notice"),
and the same (i) shall become immediately due and payable; or (ii) if there are
any amounts outstanding under the Credit Agreement, shall become immediately due
and payable upon the first to occur of an acceleration under the Credit
Agreement or five Business Days after receipt by the Company and the
Representative under the Credit Agreement of such Acceleration Notice, but only
if such Event of Default is then continuing. Upon any such declaration, but
subject to the immediately preceding sentence, such amount shall be immediately
due and payable.

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

       (c) At any time after the delivery of an Acceleration Notice with respect
to the Notes in accordance with Section 6.02(a), the Holders of a majority in
principal amount of the outstanding Notes may, on behalf of the Holders of all
of the Notes, rescind and cancel such declaration and its consequences: (i) if
the rescission would not conflict with any judgment or decree; (ii) if all
existing Events of Default have been cured or waived except nonpayment of
principal or interest that has become due solely because of the acceleration;
(iii) to the extent the payment of such interest is lawful, interest on overdue
installments of interest and overdue principal which has become due otherwise
than by such declaration of acceleration, has been paid; (iv) if the Company has
paid the Trustee its reasonable compensation and reimbursed the Trustee for its
expenses, disbursements and advances and any other amounts due the Trustee under
this Indenture; and (v) in the event of the cure or waiver of an Event of
Default of the type described in Section 6.01(6) or (7), the Trustee shall have
received an Officers' Certificate and an Opinion of Counsel that such Event of
Default has been cured or waived. No such rescission shall affect any subsequent
Default or impair any right consequent thereto.


                                       69
<PAGE>   77

       SECTION 6.03. Other Remedies.

       If an Event of Default occurs and is continuing, the Trustee may pursue
any available remedy by proceeding at law or in equity to collect the payment of
principal of or interest on the Notes or to enforce the performance of any
provision of the Notes or this Indenture.

       The Trustee may maintain a proceeding even if it does not possess any of
the Notes or does not produce any of them in the proceeding. A delay or omission
by the Trustee or any Holder in exercising any right or remedy accruing upon an
Event of Default shall not impair the right or remedy or constitute a waiver of
or acquiescence in the Event of Default. No remedy is exclusive of any other
remedy. All available remedies are cumulative to the extent permitted by law.

       SECTION 6.04. Waiver of Past Defaults.

       Subject to Sections 2.09, 6.07 and 9.02, the Holders of a majority in
principal amount of the outstanding Notes by notice to the Trustee may waive an
existing Default or Event of Default and its consequences, except a Default in
the payment of principal of or interest on any Note as specified in clauses (1)
and (2) of Section 6.01. When a Default or Event of Default is waived, it is
cured and ceases.

       SECTION 6.05. Control by Majority.

       Subject to all provisions of this Indenture and applicable law, the
Holders of a majority in aggregate principal amount of the then outstanding
Notes may direct the time, method and place of conducting any proceeding for any
remedy available to the Trustee or exercising any trust or power conferred on
it, including, without limitation, any remedies provided for in Section 6.03.
Subject to Section 7.01, however, the Trustee may refuse to follow any direction
that the Trustee reasonably believes conflicts with any law or this Indenture,
that the Trustee determines may be unduly prejudicial to the rights of another
Holder, or that may involve the Trustee in personal liability; provided that the
Trustee may take any other action deemed proper by the Trustee which is not
inconsistent with such direction; and provided further that this provision shall
not affect the rights of the Trustee set forth in Section 7.01(d).

       SECTION 6.06. Limitation on Suits.

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

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

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

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

       (4) the Trustee does not comply with the request within 45 days after
receipt of the request and the offer of satisfactory indemnity; and


                                       70
<PAGE>   78

       (5) during such 45-day period the Holders of a majority in principal
amount of the outstanding Notes do not give the Trustee a direction which, in
the opinion of the Trustee, is inconsistent with the request.

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

       SECTION 6.07. Rights of Holders To Receive Payment.

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

       SECTION 6.08. Collection Suit by Trustee.

       If an Event of Default in payment of principal or interest specified in
clause (1) or (2) of Section 6.01 occurs and is continuing, the Trustee may
recover judgment in its own name and as trustee of an express trust against the
Company or any other obligor on the Notes for the whole amount of principal and
accrued interest remaining unpaid, together with interest on overdue principal
and, to the extent that payment of such interest is lawful, interest on overdue
installments of interest at the rate set forth in Section 4.01 and such further
amount as shall be sufficient to cover the costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and its counsel, and any other amounts due the Trustee
under Section 7.07.

       SECTION 6.09. Trustee May File Proofs of Claim.

       The Trustee may file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable expenses and disbursements of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07) and the Holders allowed in any judicial proceedings relating to
the Company or any other obligor upon the Notes, any of their respective
creditors or any of their respective property and shall be entitled and
empowered to collect and receive any monies or other property payable or
deliverable on any such claims and to distribute the same, and any Custodian in
any such judicial proceedings is hereby authorized by each Holder to make such
payments to the Trustee and, in the event that the Trustee shall consent to the
making of such payments directly to the Holders, to pay to the Trustee any
amount due to it for the reasonable expenses and disbursements of the Trustee,
its agents and its counsel, and any other amounts due the Trustee under Section
7.07. The Company's payment obligations under this Section 6.09 shall be secured
in accordance with the provisions of Section 7.07 hereunder. Nothing herein
contained shall be deemed to authorize the Trustee to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee to vote in respect of the claim of any
Holder in any such proceeding.


                                       71
<PAGE>   79

       SECTION 6.10. Priorities.

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

              First: to the Trustee for any and all amounts due and owing under
       Section 7.07;

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

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

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

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

       SECTION 6.11. Undertaking for Costs.

       In any suit for the enforcement of any right or remedy under this
Indenture or in any suit against the Trustee for any action taken or omitted by
it as Trustee, a court in its discretion may require the filing by any party
litigant in the suit of an undertaking to pay the costs of the suit, and the
court in its discretion may assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in the suit, having due regard to
the merits and good faith of the claims or defenses made by the party litigant.
This Section 6.11 does not apply to a suit by the Trustee, a suit by a Holder
pursuant to Section 6.07, or a suit by a Holder or Holders of more than 10% in
principal amount of the outstanding Notes.


                                  ARTICLE SEVEN

                                     TRUSTEE

       SECTION 7.01. Duties of Trustee.

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

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

              (1) The Trustee need perform only those duties as are specifically
       set forth in this Indenture and no covenants or obligations shall be
       implied in this Indenture against the Trustee.


                                       72
<PAGE>   80

              (2) In the absence of bad faith on its part, the Trustee may
       conclusively rely, as to the truth of the statements and the correctness
       of the opinions expressed therein, upon certificates or opinions
       furnished to the Trustee and conforming to the requirements of this
       Indenture. However, the Trustee shall examine the certificates and
       opinions to determine whether or not they conform to the requirements of
       this Indenture.

       (c) Notwithstanding anything to the contrary herein contained, the
Trustee may not be relieved from liability for its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:

              (1) This paragraph does not limit the effect of paragraph (b) of
       this Section 7.01.

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

              (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 6.02, 6.04 or 6.05.

       (d) No provision of this Indenture shall require the Trustee to expend or
risk its own funds or otherwise incur any 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 for believing that repayment of such funds
or adequate indemnity against such risk or liability is not reasonably assured
to it.

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

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

       SECTION 7.02. Rights of Trustee.

       Subject to Section 7.01:

              (a) The Trustee may conclusively rely and shall be fully protected
       in acting or refraining from acting upon any resolution, certificate,
       statement, instrument, opinion, report, notice, request, direction,
       consent, order, bond, note or other paper or document believed by it to
       be genuine and to have been signed or presented by the proper Person. The
       Trustee need not investigate any fact or matter stated in the document.

              (b) Before the Trustee acts or refrains from acting, it may
       consult with counsel and the advice or any opinion of counsel shall be
       full and complete authorization and protection with respect of any action
       taken or omitted by it hereunder in good faith and in accordance with
       such advice or opinion of counsel and may require an Officers'
       Certificate, an Opinion of Counsel or both, which shall conform to
       Sections 13.04 and


                                       73
<PAGE>   81

       13.05. The Trustee shall not be liable for any action it takes or omits
       to take in good faith in reliance on such Officers' Certificate or
       Opinion of Counsel.

              (c) The Trustee may execute any of the trusts or powers hereunder
       or perform any duties hereunder either directly or indirectly or by or
       through agents, attorneys, custodians or nominees and the Trustee shall
       not be responsible for the misconduct or negligence of any agent,
       attorney, custodian or nominee appointed with due care.

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

              (e) The Trustee shall not be bound to make any investigation into
       the facts or matters stated in any resolution, certificate, statement,
       instrument, opinion, notice, request, direction, consent, order, bond,
       debenture, or other paper or document, but the Trustee, in its
       discretion, may make such further inquiry or investigation into such
       facts or matters as it may see fit, and, if the Trustee shall determine
       to make such further inquiry or investigation, it shall be entitled, upon
       reasonable notice to the Company and to the extent reasonably related to
       such facts or matters to examine the books, records, and premises of the
       Company, personally or by agent or attorney and to consult with the
       officers and representatives of the Company, including the Company's
       accountants and attorneys.

              (f) The Trustee shall be under no obligation to exercise any of
       the rights or powers vested in it by this Indenture at the request, order
       or direction of any of the Holders pursuant to the provisions of this
       Indenture, unless such Holders shall have offered to the Trustee security
       or indemnity satisfactory to the Trustee in its sole discretion against
       the costs, expenses and liabilities which may be incurred by it in
       compliance with such request, order or direction.

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

       SECTION 7.03. Individual Rights of Trustee.

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

       SECTION 7.04. Trustee's Disclaimer.

       The recitals contained herein and in the Notes shall be taken as
statements of the Company and the Trustee assumes no responsibility for their
correctness. The Trustee makes no representation as to the validity or adequacy
of this Indenture or the Notes, and it shall not be accountable for the
Company's use of the proceeds from the Notes, and it shall not be responsible
for any statement of the Company in this Indenture or the Notes other than the
Trustee's certificate of authentication.


                                       74
<PAGE>   82

       SECTION 7.05. Notice of Default.

       If a Default or an Event of Default occurs and is continuing and if it is
actually known to a Trust Officer of the Trustee, the Trustee shall mail to each
Holder notice of the uncured Default or Event of Default within 90 days after
such Default or Event of Default occurs. Except in the case of a Default or an
Event of Default in payment of principal of, or interest on, any Note, including
an accelerated payment and the failure to make payment on the Change of Control
Payment Date pursuant to a Change of Control Offer or on the Proceeds Purchase
Date pursuant to a Net Proceeds Offer and, except in the case of a failure to
comply with Article Five hereof, the Trustee may withhold such notice if and so
long as its Board of Directors, the executive committee of its Board of
Directors or a committee of its directors and/or Trust Officers in good faith
determines that withholding the notice is in the interest of the Holders.

       SECTION 7.06. Reports by Trustee to Holders.

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

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

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

       SECTION 7.07. Compensation and Indemnity.

       The Company shall pay to the Trustee and each Agent from time to time
reasonable compensation for their respective services. 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 fees and expenses, including reasonable and documented out-of-pocket
expenses incurred or made by it in connection with the performance of its duties
under this Indenture. Such expenses shall include the reasonable fees and
expenses of the Trustee's and such Agent's agents, consultants and counsel.

       The Company shall indemnify the Trustee and each Agent and their
respective agents, employees, stockholders and directors and officers for, and
hold them harmless against, any loss, liability or expense incurred by them
except for such actions to the extent caused by any negligence, bad faith or
willful misconduct on their part, arising out of or in connection with the
administration of this trust including the reasonable costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of any of their rights, powers or duties hereunder. The
Trustee and each Agent shall notify the Company as soon as practicable of any
claim asserted against the Trustee or such Agent for which it may seek
indemnity. At the Trustee's or such Agent's, as the case may be, sole
discretion, the Company shall defend the claim and the Trustee or such Agent, as
the case may be, shall cooperate and may participate in the defense; provided
that any settlement of a claim shall be approved in writing by the Trustee or
such Agent, as the case may be. Alternatively, the Trustee or such Agent, as the
case may be, may at its option have separate counsel of its own choosing and the


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<PAGE>   83

Company shall pay the reasonable fees and expenses of such counsel. The Company
need not pay for any settlement made without its written consent. The Company
need not reimburse any expense or indemnify against any loss or liability to the
extent incurred by the Trustee through its negligence, bad faith or willful
misconduct.

       To secure the Company's payment obligations in this Section 7.07, the
Trustee shall have a lien prior to the Notes on all assets or money held or
collected by the Trustee, in its capacity as Trustee, except assets or money
held in trust to pay principal of or interest on particular Notes. The Trustee's
right to receive payment of any amounts due under this Section 7.07 shall not be
subordinate to any other liability or indebtedness of the Company (even though
the Notes may be subordinate to such other liability or indebtedness).

       When the Trustee incurs expenses or renders services after an Event of
Default specified in Section 6.01(6) or (7) shall have occurred, such expenses
and the compensation for such services are intended to constitute expenses of
administration under any Bankruptcy Law; provided, however, that this shall not
affect the Trustee's rights as set forth in the preceding paragraph or Section
6.10.

       The Company's obligations under this Section 7.07 and any lien arising
hereunder shall survive the resignation or removal of the Trustee, the discharge
of the Company's obligations pursuant to Article Eight or other termination of
this Indenture and any rejection or termination of this Indenture under any
Bankruptcy Law.

       SECTION 7.08. Replacement of Trustee.

       The Trustee may resign by so notifying the Company. The Holders of a
majority in principal amount of the outstanding Notes may remove the Trustee by
so notifying the Company and the Trustee in writing and may appoint a successor
Trustee reasonably acceptable to the Company. The Company may remove the Trustee
if:

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

              (2) the Trustee is adjudged bankrupt or insolvent;

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

              (4) the Trustee becomes incapable of acting.

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

       A successor Trustee shall deliver a written acceptance of its appointment
to the retiring Trustee and to the Company. Immediately thereafter, the retiring
Trustee shall transfer all property held by it as Trustee to the successor
Trustee, subject to the lien provided in Section 7.07, the resignation or
removal of the retiring Trustee shall become effective, and the


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<PAGE>   84

successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. A successor Trustee shall mail notice of its succession to
each Holder.

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

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

       Notwithstanding replacement of the Trustee pursuant to this Section 7.08,
the Company's obligations under Section 7.07 shall continue for the benefit of
the retiring Trustee.

       SECTION 7.09. Successor Trustee by Merger, Etc.

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

       SECTION 7.10. Eligibility; Disqualification.

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

       SECTION 7.11. Preferential Collection of Claims Against Company.

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


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<PAGE>   85

                                  ARTICLE EIGHT

                       DISCHARGE OF INDENTURE; DEFEASANCE

       SECTION 8.01. Termination of the Company's Obligations.

       The Company may terminate its obligations under the Notes and this
Indenture, except those obligations referred to in the penultimate paragraph of
this Section 8.01, if all Notes previously authenticated and delivered (other
than destroyed, lost or stolen Notes which have been replaced or paid or Notes
for whose payment U.S. Legal Tender has theretofore been deposited with the
Trustee or the Paying Agent in trust or segregated and held in trust by the
Company and thereafter repaid to the Company, as provided in Section 8.05) have
been delivered to the Registrar for cancellation and the Company has paid all
sums payable by it hereunder, or if:

              (a) either (i) pursuant to Article Three, the Company shall have
       given notice to the Trustee and each Paying Agent and mailed a notice of
       redemption to each Holder of the redemption of all of the Notes under
       arrangements satisfactory to the Trustee for the giving of such notice or
       (ii) all Notes have otherwise become due and payable hereunder;

              (b) the Company shall have irrevocably deposited or caused to be
       deposited with the Trustee or a trustee satisfactory to the Trustee,
       under the terms of an irrevocable trust agreement in form and substance
       satisfactory to the Trustee, as trust funds in trust solely for the
       benefit of the Holders for that purpose, U.S. Legal Tender in such amount
       as is sufficient without consideration of reinvestment of any interest
       thereon, to pay principal of, premium, if any, and interest on the
       outstanding Notes to maturity or redemption; provided that the Trustee
       shall have been irrevocably instructed to apply such U.S. Legal Tender to
       the payment of said principal, premium, if any, and interest with respect
       to the Notes and; provided, further, that from and after the time of
       deposit, the money deposited shall not be subject to the rights of
       holders of Senior Debt pursuant to the provisions of Article Ten;

              (c) no Default or Event of Default with respect to this Indenture
       or the Notes shall have occurred and be continuing on the date of such
       deposit or shall occur as a result of such deposit and such deposit will
       not result in a breach or violation of, or constitute a default under,
       any other instrument to which the Company is a party or by which it is
       bound;

              (d) the Company shall have paid all other sums payable by it
       hereunder; and

              (e) the Company shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent providing for or relating to the termination of the Company's
       obligations under the Notes and this Indenture have been complied with.
       Such Opinion of Counsel shall also state that such satisfaction and
       discharge does not result in a default under the Credit Agreement (if
       then in effect) or any other agreement or instrument then known to such
       counsel that binds or affects the Company.


                                       78
<PAGE>   86
       Notwithstanding the foregoing paragraph, the Company's obligations in
Sections 2.05, 2.06, 2.07, 2.08, 4.01, 4.02, 7.07, 8.05 and 8.06 shall survive
until the Notes are no longer outstanding pursuant to the last paragraph of
Section 2.08. After the Notes are no longer outstanding, the Company's
obligations in Sections 7.07, 8.05 and 8.06 shall survive.

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

       SECTION 8.02. Legal Defeasance and Covenant Defeasance.

       (a) The Company may, at its option by Board Resolution, at any time,
elect to have either paragraph (b) or (c) below be applied to all outstanding
Notes upon compliance with the conditions set forth in Section 8.03.

       (b) Upon the Company's exercise under paragraph (a) hereof of the option
applicable to this paragraph (b), the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.03, be deemed to have been discharged
from its obligations with respect to all outstanding Notes on the date the
conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For
this purpose, Legal Defeasance means that the Company shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding
Notes, which shall thereafter be deemed to be "outstanding" only for the
purposes of Section 8.04 hereof and the other Sections of this Indenture
referred to in (i) and (ii) below, and to have satisfied all its other
obligations under such Notes and this Indenture (and the Trustee, on demand of
and at the expense of the Company, shall execute proper instruments
acknowledging the same), and Holders of the Notes and any amounts deposited
under Section 8.03 hereof shall cease to be subject to any obligations to, or
the rights of, any holder of Senior Debt under Article Ten or otherwise, except
for the following provisions, which shall survive until otherwise terminated or
discharged hereunder: (i) the rights of Holders of outstanding Notes to receive
solely from the trust fund described in Section 8.04 hereof, and as more fully
set forth in such Section, payments in respect of the principal of and interest
on such Notes when such payments are due, (ii) the Company's obligations with
respect to such Notes under Article Two and Section 4.02 hereof, (iii) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (iv) this Article Eight.
Subject to compliance with this Article Eight, the Company may exercise its
option under this paragraph (b) notwithstanding the prior exercise of its option
under paragraph (c) hereof.

       (c) Upon the Company's exercise under paragraph (a) hereof of the option
applicable to this paragraph (c), the Company shall, subject to the satisfaction
of the conditions set forth in Section 8.03 hereof, be released from its
obligations under the covenants contained in Sections 4.10 through 4.20 and
Article Five hereof with respect to the outstanding Notes on and after the date
the conditions set forth below are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes) and Holders of the Notes and any amounts deposited under Section 8.03
hereof shall cease to be subject to any obligations to, or the rights of, any
holder of Senior Debt under Article Ten or otherwise. For this purpose, such
Covenant Defeasance means that, with respect to the


                                       79
<PAGE>   87

outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event or Default under Section
6.01(3) hereof, but, except as specified above, the remainder of this Indenture
and such Notes shall be unaffected thereby. In addition, upon the Company's
exercise under paragraph (a) hereof of the option applicable to this paragraph
(c), subject to the satisfaction of the conditions set forth in Section 8.03
hereof, Sections 6.01(4) and 6.01(5) shall not constitute Events of Default.

       SECTION 8.03. Conditions to Legal Defeasance or Covenant Defeasance.

       The following shall be the conditions to the application of either
Section 8.02(b) or 8.02(c) hereof to the outstanding Notes:

       In order to exercise either Legal Defeasance or Covenant Defeasance:

              (a) the Company must irrevocably deposit with the Trustee, in
       trust, for the benefit of the Holders, U.S. Legal Tender, non-callable
       U.S. Government Obligations or a combination thereof, in such amounts as
       will be sufficient, in the opinion of a nationally recognized firm of
       independent public accountants, to pay the principal of, premium, if any,
       and interest on the Notes on the stated date for payment thereof or on
       the applicable Redemption Date, as the case may be;

              (b) in the case of an election under Section 8.02(b) hereof, the
       Company shall have delivered to the Trustee an Opinion of Counsel in the
       United States reasonably acceptable to the Trustee confirming that (A)
       the Company has received from, or there has been published by, the
       Internal Revenue Service a ruling or (B) since the date of this
       Indenture, 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 of the Notes will not recognize
       income, gain or loss for federal income tax purposes as a result of such
       Legal 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;

              (c) in the case of an election under Section 8.02(c) hereof, the
       Company shall have delivered to the Trustee an Opinion of Counsel in the
       United States reasonably acceptable to the Trustee confirming that the
       Holders of the Notes 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;

              (d) no Default or Event of Default shall have occurred and be
       continuing on the date of such deposit (other than a Default or Event of
       Default resulting from the incurrence of Indebtedness all or a portion of
       the proceeds of which will be used to defease the Notes pursuant to this
       Article Eight concurrently with such incurrence) or insofar as Sections
       6.01(6) and 6.01(7) hereof are concerned, at any time in the period
       ending on the 91st day after the date of such deposit (it being
       understood that this


                                       80
<PAGE>   88

       condition shall not be satisfied and such Legal Defeasance or Covenant
       Defeasance, as the case may be, shall not be effective until expiration
       of such 91-day period);

              (e) such Legal Defeasance or Covenant Defeasance shall not result
       in a breach or violation of or constitute a default under this Indenture
       or any other material agreement or instrument to which the Company or any
       of its Subsidiaries is a party or by which the Company or any of its
       Subsidiaries is bound;

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

              (g) the Company shall have delivered to the Trustee an Officers'
       Certificate and an Opinion of Counsel, each stating that all conditions
       precedent provided for or relating to the Legal Defeasance or the
       Covenant Defeasance have been complied with; and

              (h) the Company shall have delivered to the Trustee an Opinion of
       Counsel to the effect that (i) the trust funds will not be subject to any
       rights of any holders of Senior Debt, including, without limitation,
       those arising under this Indenture, and (ii) assuming no intervening
       bankruptcy or insolvency of the Company between the date of deposit and
       the 91st day following the deposit and that no Holder is an insider of
       the Company, after the 91st day following the deposit, the trust funds
       will not be subject to the effect of any applicable Bankruptcy Law; and

              (i) if the cash or U.S. Government Obligations or combination
       thereof, as the case may be, deposited under subparagraph (a) above are
       sufficient to pay the principal of, premium, if any, and interest on the
       Notes provided the Notes are redeemed on a particular Redemption Date,
       the Company shall have given the Trustee irrevocable instructions to
       redeem the Notes on that Redemption Date and to provide notice of that
       redemption to Holders as provided in this Indenture.

       SECTION 8.04. Application of Trust Money.

       The Trustee or Paying Agent shall hold in trust U.S. Legal Tender or U.S.
Government Obligations deposited with it pursuant to Article Eight, and shall
apply the deposited U.S. Legal Tender and the proceeds from U.S. Government
Obligations in accordance with this Indenture to the payment of principal of,
premium, if any, and interest on the Notes. The Trustee shall be under no
obligation to invest said U.S. Legal Tender or U.S. Government Obligations
except as it may agree with the Company.

       The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Legal Tender or U.S.
Government Obligations deposited pursuant to Section 8.03 hereof or the
principal and interest received in respect thereof other than any such tax, fee
or other charge which by law is for the account of the Holders of the
outstanding Notes.


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<PAGE>   89

       Anything in this Article Eight to the contrary notwithstanding, the
Trustee shall, or shall request the Paying Agent to, deliver or pay to the
Company from time to time upon the Company's request any U.S. Legal Tender or
U.S. Government Obligations held by it as provided in Section 8.03 hereof which,
in the opinion of a nationally recognized firm of independent public accountants
expressed in a written certification thereof delivered to the Trustee, are in
excess of the amount thereof that would then be required to be deposited to
effect an equivalent Legal Defeasance or Covenant Defeasance.

       SECTION 8.05. Repayment to the Company.

       Subject to this Section 8.05 and the other provisions of this Article
Eight, the Trustee and the Paying Agent shall promptly pay to the Company upon
written request any excess U.S. Legal Tender or U.S. Government Obligations held
by them at any time and thereupon shall be relieved from all liability with
respect thereto. The Trustee and the Paying Agent shall pay to the Company upon
written request any money held by them for the payment of principal or interest
that remains unclaimed for two years; provided that the Trustee or such Paying
Agent, before being required to make any payment, may at the expense of the
Company cause to be published once in a newspaper of general circulation in the
City of New York or mail to each Holder entitled to such money notice that such
money remains unclaimed and that after a date specified therein which shall be
at least 30 days from the date of such publication or mailing any unclaimed
balance of such money then remaining will be repaid to the Company. After
payment to the Company, Holders entitled to such money must look to the Company
for payment as general creditors unless an applicable law designates another
Person to whom such Holders may look.

       SECTION 8.06. Reinstatement.

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


                                  ARTICLE NINE

                       AMENDMENTS, SUPPLEMENTS AND WAIVERS

       SECTION 9.01. Without Consent of Holders.

       The Company, when authorized by a Board Resolution, and the Trustee may
amend or supplement this Indenture or the Notes without notice to or consent of
any Holder:


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<PAGE>   90

              (1) to cure any ambiguity herein, or to correct or supplement any
       provision hereof which may be inconsistent with any other provision
       hereof or to add any other provisions with respect to matters or
       questions arising under this Indenture; provided that such actions shall
       not adversely affect the interests of the Holders of Notes in any
       material respect;

              (2) to comply with Article Five and Article Six;

              (3) to provide for uncertificated Notes in addition to or in place
       of certificated Notes;

              (4) to comply with any requirements of the SEC in order to effect
       or maintain the qualification of this Indenture under the TIA;

              (5) to make any change that would provide any additional benefit
       or rights to the Holders;

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

              (7) to add a Guarantor pursuant to Section 4.19;

              (8) to secure the Notes;

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

              (10) to evidence and provide for the acceptance of appointment
       under this Indenture by a successor Trustee; and

              (11) to make any other change that does not, in the good faith
       judgment of the Trustee, adversely affect in any material respect the
       rights of any Holders hereunder;

provided that the Company has delivered to the Trustee an Opinion of Counsel
stating that such amendment or supplement complies with the provisions of this
Section 9.01.

       SECTION 9.02. With Consent of Holders.

       Subject to Section 6.07, the Company, when authorized by a Board
Resolution, and the Trustee, upon receipt of the written consent of the Holder
or Holders of at least a majority of the aggregate outstanding principal amount
of the Notes, may amend or supplement this Indenture or the Notes, without
notice to any other Holders. Subject to Section 6.07, the Holder or Holders of a
majority in aggregate outstanding principal amount of the Notes may waive
compliance by the Company with any provision of this Indenture or the Notes
without notice to any other Holder. Notwithstanding the forgoing, no amendment,
supplement or waiver, including a waiver pursuant to Section 6.04, shall,
without the consent of each Holder of each Note affected thereby:


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<PAGE>   91

              (1) reduce the amount of Notes whose Holders must consent to an
       amendment or waiver, including the waiver of Defaults or Events of
       Default, or to a rescission and cancellation of a declaration of
       acceleration of the Notes;

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

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

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

              (5) make any change in provisions of this Indenture protecting the
       right of each Holder to receive payment of principal of and interest on
       such Note on or after the due date thereof or to bring suit to enforce
       such payment;

              (6) amend, modify, change or waive any provision of this Section
       9.02;

              (7) change the price payable by the Company for Notes repurchased
       pursuant to Section 4.15 or 4.16 or after the occurrence of a Change of
       Control, modify or change in any material respect the obligation of the
       Company or Holdings to make and consummate a Change of Control Offer or
       modify any of the provisions or definitions with respect thereto;

              (8) modify or change any provision of this Indenture or the
       related definitions with respect to the subordination of the Notes or the
       Guarantees in a manner which adversely affects the Holders in any
       material respect; or

              (9) waive a default in the payment of principal of or interest on
       any Note; provided that this clause (9) shall not limit the right of the
       Holders of a majority in aggregate principal amount of the outstanding
       Notes to rescind and cancel a declaration of acceleration of the Notes
       following delivery of an Acceleration Notice as provided in Section
       6.02(c).

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

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


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<PAGE>   92

       SECTION 9.03. Effect on Senior Debt.

       No amendment of this Indenture shall adversely affect the rights of any
holder of Designated Senior Debt under Article Ten of this Indenture or any
holder of Guarantor Designated Senior Debt under Article Twelve of this
Indenture without the consent of such holder.

       SECTION 9.04. Compliance with TIA.

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

       SECTION 9.05. Revocation and Effect of Consents.

       Until an amendment, waiver or supplement becomes effective, a consent to
it by a Holder is a continuing consent by the Holder and every subsequent Holder
of a Note or portion of a Note that evidences the same debt as the consenting
Holder's Note, even if notation of the consent is not made on any Note. Subject
to the following paragraph, any such Holder or subsequent Holder may revoke the
consent as to such Holder's Note or portion of such Note by written notice to
the Trustee or the Company received before the date on which the Trustee
receives an Officers' Certificate certifying that the Holders of the requisite
principal amount of Notes have consented (and not theretofore revoked such
consent) to the amendment, supplement or waiver.

       The Company may, but shall not be obligated to, fix a record date for the
purpose of determining the Holders entitled to consent to any amendment,
supplement or waiver, which record date shall be at least 10 days prior to the
first solicitation of such consent. If a record date is fixed, then
notwithstanding the last sentence of the immediately preceding paragraph, those
Persons who were Holders at such record date (or their duly designated proxies),
and only those Persons, shall be entitled to revoke any consent previously
given, whether or not such Persons continue to be Holders after such record
date. No such consent shall be valid or effective for more than 90 days after
such record date.

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

       SECTION 9.06. Notation on or Exchange of Notes.

       If an amendment, supplement or waiver changes the terms of a Note, the
Trustee may require the Holder of such Note to deliver it to the Trustee. The
Trustee may place an appropriate notation on the Note about the changed terms
and return it to the Holder. Alternatively, if the Company or the Trustee so
determines, the Company in exchange for the Note shall issue and the Trustee
shall authenticate a new Note that reflects the changed terms. Any such notation
or exchange shall be made at the sole cost and expense of the Company.


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<PAGE>   93

       SECTION 9.07. Trustee To Sign Amendments, Etc.

       The Trustee shall execute any amendment, supplement or waiver authorized
pursuant to this Article Nine; provided that the Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's own rights, duties or immunities under this Indenture. The Trustee
shall be entitled to receive, and shall be fully protected in relying upon, an
Opinion of Counsel and an Officers' Certificate each complying with Section
13.04 and 13.05 and stating that the execution of any amendment, supplement or
waiver authorized pursuant to this Article Nine is authorized or permitted by
this Indenture. Such Opinion of Counsel shall not be an expense of the Trustee.

       SECTION 9.08. Effect of Supplemental Indentures.

       Upon the execution of any supplemental indenture under this Article Nine,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.


                                   ARTICLE TEN

                                  SUBORDINATION

       SECTION 10.01. Notes Subordinated to Senior Debt.

       The Company covenants and agrees, and each Holder of the Notes, by its
acceptance thereof, likewise covenants and agrees, that all Notes shall be
issued subject to the provisions of this Article Ten; and each Person holding
any Note, whether upon original issue or upon registration of transfer,
assignment or exchange thereof, accepts and agrees that the payment of all
Obligations on the Notes by the Company shall, to the extent and in the manner
herein set forth, be subordinated and junior in right of payment to the prior
payment in full in cash or Cash Equivalents of all Obligations on or in respect
of Senior Debt; that the subordination is for the benefit of, and shall be
enforceable directly by, the holders of Senior Debt, and that each holder of
Senior Debt whether now outstanding or hereafter created, incurred, assumed or
guaranteed shall be deemed to have acquired Senior Debt in reliance upon the
covenants and provisions contained in this Indenture and the Notes.

       SECTION 10.02. No Payment on Notes in Certain Circumstances.

       (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Designated Senior
Debt, no payment of any kind or character shall be made by, or on behalf of, the
Company or any other Person on its or their behalf with respect to any
Obligations on the Notes, or to acquire any of the Notes for cash or property or
otherwise. In addition, if any other event of default occurs and is continuing
with respect to any Designated Senior Debt, as such event of default is defined
in the instrument creating or evidencing such Designated Senior Debt, permitting
the holders of such Designated Senior Debt then outstanding to accelerate the
maturity thereof and if the Representative for the respective issue of
Designated Senior Debt


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<PAGE>   94

gives written notice of such event of default to the Trustee (a "Default
Notice"), then, unless and until all such events of default have been cured or
waived or have ceased to exist or the Trustee receives notice thereof from the
Representative for the respective issue of Designated Senior Debt terminating
the Blockage Period (as defined below), during the 179 days after the delivery
of such Default Notice (the "Blockage Period"), neither the Company nor any
other Person on its behalf shall (x) make any payment of any kind or character
with respect to any Obligations on the Notes (other than payment of amounts
already deposited in accordance with the defeasance and satisfaction and
discharge provisions of this Indenture) or (y) acquire any of the Notes for cash
or property or otherwise. Notwithstanding anything herein to the contrary, in no
event will a Blockage Period extend beyond 180 days from the date the payment on
the Notes was due and only one such Blockage Period may be commenced within any
360 consecutive days. No event of default which existed or was continuing on the
date of the commencement of any Blockage Period with respect to the Designated
Senior Debt shall be, or be made, the basis for the commencement of a second
Blockage Period by the Representative of such Designated Senior Debt whether or
not within a period of 360 consecutive days, unless such event of default shall
have been cured or waived for a period of not less than 90 consecutive days (it
being acknowledged that any subsequent action or any breach of any financial
covenants for a period commencing after the date of commencement of such
Blockage Period that, in either case, would give rise to an event of default
pursuant to any provisions under which an event of default previously existed or
was continuing shall constitute a new event of default for this purpose).

       (b) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee, any Paying Agent or any Holder when such payment is
prohibited by Section 10.02(a), such payment shall be held in trust for the
benefit of, and shall be forthwith paid over or delivered to, the holders of
Senior Debt (pro rata to such holders on the basis of the respective amount of
Senior Debt held by such holders) or their respective Representatives, as their
respective interests may appear for application to the payment of such Senior
Debt until all such Senior Debt shall have been paid in full, after giving
effect to any concurrent payment or distribution or provision therefor to the
holders of such Senior Debt. The Trustee and each Paying Agent shall be entitled
to rely on information regarding amounts then due and owing on the Senior Debt,
if any, received from the holders of Senior Debt (or their Representatives) or,
if such information is not received from such holders or their Representatives,
from the Company and only amounts included in the information provided to the
Trustee or any Paying Agent shall be paid to the holders of Senior Debt.

       Nothing contained in this Article Ten shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Senior Debt thereafter due or declared to be due
shall first be paid in full in cash or Cash Equivalents before the Holders are
entitled to receive any payment of any kind or character with respect to
Obligations on the Notes.

       SECTION 10.03. Payment Over of Proceeds upon Dissolution, Etc.

       (a) Upon any payment or distribution of assets of the Company of any kind
or character to creditors, whether in cash, property or securities upon any
total or partial liquidation, dissolution, winding-up, reorganization,
assignment for the benefit of creditors or marshaling of assets of the Company
or in a bankruptcy, reorganization, insolvency, receivership or other similar
proceeding relating to the Company or its property, whether voluntary or
involuntary, all Obligations due or to become due upon all Senior Debt shall
first be paid in full in cash or Cash


                                       87
<PAGE>   95

Equivalents, or such payment duly provided for to the satisfaction of the
holders of Senior Debt, before any payment or distribution of any kind or
character is made on account of any Obligations on the Notes, or for the
acquisition of any of the Notes for cash or property or otherwise. Upon any such
dissolution, winding-up, liquidation, reorganization, receivership or similar
proceeding, any payment or distribution of assets of the Company of any kind or
character, whether in cash, property or securities, to which the Holders of the
Notes would be entitled, except for the provisions hereof, shall be paid by the
Company or by any receiver, trustee in bankruptcy, liquidating trustee, agent or
other Person making such payment or distribution, or by the Holders if received
by them, directly to the holders of Senior Debt (pro rata to such holders on the
basis of the respective amounts of Senior Debt held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or
Cash Equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of Senior Debt.

       (b) To the extent any payment of Senior Debt (whether by or on behalf of
the Company, as proceeds of security or enforcement of any right of setoff or
otherwise) is declared to be fraudulent or preferential, set aside or required
to be paid to any receiver, trustee in bankruptcy, liquidating trustee, agent or
other similar Person under any bankruptcy, insolvency, receivership, fraudulent
conveyance or similar law, then, if such payment is recovered by, or paid over
to, such receiver, trustee in bankruptcy, liquidating trustee, agent or other
similar Person, the Senior Debt or part thereof originally intended to be
satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

       (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of the Company of any kind or character, whether in cash,
property or securities, shall be received by any Holder when such payment or
distribution is prohibited by this Section 10.03, such payment or distribution
shall be held in trust for the benefit of, and shall be forthwith paid over or
delivered to, the holders of Senior Debt (pro rata to such holders on the basis
of the respective amount of Senior Debt held by such holders) or their
respective Representatives, or to the trustee or trustees under any indenture
pursuant to which any of such Senior Debt may have been issued, as their
respective interests may appear, for application to the payment of Senior Debt
remaining unpaid until all such Senior Debt has been paid in full in cash or
Cash Equivalents, after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of such Senior Debt.

       (d) The consolidation of the Company with, or the merger of the Company
with or into, another Person or the liquidation or dissolution of the Company
following the conveyance or transfer of all or substantially all of its assets,
to another Person upon the terms and conditions provided in Article Five hereof
shall not be deemed a dissolution, winding-up, liquidation or reorganization for
the purposes of this Section 10.03 if such other Person shall, as a part of such
consolidation, merger, conveyance or transfer, assume the Company's obligations
hereunder in accordance with Article Five hereof.

       SECTION 10.04. Payments May Be Paid Prior to Dissolution.

       Nothing contained in this Article Ten or elsewhere in this Indenture
shall prevent (i) the Company, except under the conditions described in Sections
10.02 and 10.03, from making


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<PAGE>   96

payments at any time in respect of principal of and interest on the Notes, or
from depositing with the Trustee any moneys for such payments, or (ii) in the
absence of actual knowledge by the Trustee that a given payment would be
prohibited by Section 10.02 or 10.03, the application by the Trustee of any
moneys deposited with it for the purpose of making such payments of principal
of, and interest on, the Notes to the Holders entitled thereto unless at least
two Business Days prior to the date upon which such payment would otherwise
become due and payable a Trust Officer shall have actually received the written
notice provided for in the second sentence of Section 10.02(a) or in Section
10.07 (provided that, notwithstanding the foregoing, such application shall
otherwise be subject to the provisions of the first sentence of Section 10.02(a)
and Section 10.03). The Company shall give prompt written notice to the Trustee
of any dissolution, winding-up, liquidation or reorganization of the Company.

       SECTION 10.05. Subrogation.

       Subject to the payment in full in cash or Cash Equivalents of all Senior
Debt, the Holders of the Notes shall be subrogated to the rights of the holders
of Senior Debt to receive payments or distributions of cash, property or
securities of the Company applicable to the Senior Debt until the Notes shall be
paid in full; and, for the purposes of such subrogation, no such payments or
distributions to the holders of the Senior Debt by or on behalf of the Company
or by or on behalf of the Holders by virtue of this Article Ten which otherwise
would have been made to the Holders shall, as between the Company and the
Holders of the Notes, be deemed to be a payment by the Company to or on account
of the Senior Debt, it being understood that the provisions of this Article Ten
are and are intended solely for the purpose of defining the relative rights of
the Holders of the Notes, on the one hand, and the holders of the Senior Debt,
on the other hand.

       SECTION 10.06. Obligations of the Company Unconditional.

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

       SECTION 10.07. Notice to Trustee and Paying Agents.

       The Company shall give prompt written notice to the Trustee and each
Paying Agent of any fact known to the Company which would prohibit the making of
any payment to or by the Trustee or any Paying Agent in respect of the Notes
pursuant to the provisions of this Article Ten. Regardless of anything to the
contrary contained in this Article Ten or elsewhere in this Indenture, neither
the Trustee nor any Paying Agent shall be charged with knowledge of the
existence of any default or event of default with respect to any Senior Debt or
of any other facts which would prohibit the making of any payment to or by the
Trustee or any Paying Agent unless and until the Trustee or such Paying Agent,
as the case may be, shall have received notice in writing from the Company, or
from a holder of Senior Debt or a Representative therefor,


                                       89
<PAGE>   97

together with proof satisfactory to the Trustee or such Paying Agent, as the
case may be, of such holding of Senior Debt or of the authority of such
Representative, and, prior to the receipt of any such written notice, the
Trustee shall be entitled to assume (in the absence of actual knowledge to the
contrary) that no such facts exist.

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

       SECTION 10.08. Reliance on Judicial Order or Certificate of Liquidating
Agent.

       Upon any payment or distribution of assets of the Company referred to in
this Article Ten, the Trustee, subject to the provisions of Article Seven
hereof, each Paying Agent and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,
reorganization or similar case or proceeding is pending, or upon a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the
benefit of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or the Holders of the Notes, for the purpose of
ascertaining the Persons entitled to participate in such payment or
distribution, the holders of the Senior Debt and other Indebtedness of the
Company, the amount thereof or payable thereon, the amount or amounts paid or
distributed thereon and all other facts pertinent thereto or to this Article Ten
provided that such court, trustee, assignee, agent or other Person has been made
aware of this Article Ten.

       SECTION 10.09. Trustee's Relation to Senior Debt.

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

       With respect to the holders of Senior Debt, the Trustee and each Agent
undertakes to perform or to observe only such of its covenants and obligations
as are specifically set forth in this Article Ten, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee or any Agent. Neither the Trustee nor any Agent
shall be deemed to owe any fiduciary duty to the holders of Senior Debt.

       Whenever a distribution is to be made or a notice is to be given to
holders or owners of Senior Debt, the distribution may be made and the notice
may be given to their Representatives, if any.


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<PAGE>   98

       SECTION 10.10. Subordination Rights Not Impaired by Acts or Omissions of
the Company or Holders of Senior Debt.

       No right of any present or future holders of any Senior Debt to enforce
subordination as provided herein shall at any time in any way be prejudiced or
impaired by any act or failure to act on the part of the Company or by any act
or failure to act, in good faith, by any such holder, or by any noncompliance by
the Company with the terms of this Indenture, regardless of any knowledge
thereof which any such holder may have or otherwise be charged with.

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

       SECTION 10.11. Noteholders Authorize Trustee and Paying Agent To
Effectuate Subordination of Notes.

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

       If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of the Senior Debt or their
Representatives are hereby authorized to have the right to file and are hereby
authorized to file an appropriate claim for and on behalf of the Holders of said
Notes. Nothing herein contained shall be deemed to authorize the Trustee or the
holders of Senior Debt or their Representatives to authorize or consent to or
accept or adopt on behalf of any Holder any plan of reorganization, arrangement,
adjustment or composition affecting the Notes or the rights of any Holder
thereof, or to authorize the Trustee or the holders of Senior Debt or their
Representatives to vote in respect of the claim of any Holder in any such
proceeding.


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<PAGE>   99

       SECTION 10.12. This Article Ten Not To Prevent Events of Default.

       The failure to make a payment on account of principal of or interest on
the Notes by reason of any provision of this Article Ten will not be construed
as preventing the occurrence of an Event of Default.

       SECTION 10.13. Trustee's Compensation Not Prejudiced.

       Nothing in this Article Ten will apply to amounts due to the Trustee
pursuant to other sections in this Indenture.


                                 ARTICLE ELEVEN

                              GUARANTEE OF HOLDINGS

       SECTION 11.01. Unconditional Guarantee.

       Holdings hereby unconditionally guarantees (such guarantee to be referred
to herein as the "Guarantee") to each Holder of a Note authenticated and
delivered by the Trustee and to the Trustee and its successors and assigns on
behalf of such Holder, the Notes and the Obligations of the Company hereunder
and thereunder, that: (i) the principal of and interest on the Notes will be
promptly paid in full when due, subject to any applicable grace period, whether
at maturity, by acceleration or otherwise and, to the extent lawful, interest on
the overdue principal of and interest on the Notes and all other Obligations of
the Company to the Holders or the Trustee hereunder or thereunder will be
promptly paid in full or performed, all in accordance with the terms hereof and
thereof; and (ii) in case of any extension of time of payment or renewal of any
Notes or of any such other obligations, the same will be promptly paid in full
when due or performed in accordance with the terms of the extension or renewal,
subject to any applicable grace period, whether at stated maturity, by
acceleration or otherwise. Holdings hereby agrees that its obligations hereunder
shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to any provisions hereof or thereof, the recovery of any judgment against the
Company, any action to enforce the same or any other circumstance which might
otherwise constitute a legal or equitable discharge or defense of a guarantor.
Holdings hereby waives diligence, presentment, demand of payment, filing of
claims with a court in the event of insolvency or bankruptcy of the Company, any
right to require a proceeding first against the Company, protest, notice and all
demands whatsoever and covenants that this Guarantee will not be discharged
except by complete performance of the obligations contained in the Notes, this
Indenture and in this Guarantee. If any Noteholder, the Trustee or any Paying
Agent is required by any court or otherwise to return to the Company, Holdings,
or any custodian, trustee, liquidator or other similar official acting in
relation to the Company or Holdings, any amount paid by the Company or Holdings
to the Trustee or such Paying Agent or Noteholder, this Guarantee, to the extent
theretofore discharged, shall be reinstated in full force and effect. Holdings
further agrees that, as between Holdings, 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 Six for the purposes of this
Guarantee, notwithstanding any stay, injunction or other prohibition preventing
such acceleration in respect of the obligations guaranteed hereby, and (y) in
the event of any acceleration of such obligations as provided in


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<PAGE>   100

Article Six, such obligations (whether or not due and payable) shall forthwith
become due and payable by Holdings for the purpose of this Guarantee.

       SECTION 11.02. Subordination of Guarantee.

       The obligations of Holdings to the Holders of the Notes and to the
Trustee on behalf of the Holders pursuant to the Guarantee and this Indenture
are expressly subordinate and subject in right of payment to the prior payment
in full of all Guarantor Senior Debt of Holdings, to the extent and in the
manner provided in Article Twelve.

       SECTION 11.03. Severability.

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

       SECTION 11.04. Release of Guarantee.

       Upon the release by the lenders under the Credit Agreement and future
refinancings thereof of all guarantees of Holdings of or relating to the Credit
Agreement and all Indebtedness thereunder, Holdings shall be deemed released
from all obligations under this Article Eleven without any further action
required on the part of the Trustee or any Holder; provided, however, that any
such release shall occur only to the extent that all obligations of Holdings
under all of its guarantees of or relating to the Credit Agreement (including
any future refinancings thereof) and all Indebtedness thereunder shall also be
released and if any payment is made by the Company or Holdings to the lenders
under the Credit Agreement in connection with any such release, a pro rata
payment shall be made to the Holders based on the ratio of the outstanding
principal amount of the Notes to the maximum amount which could be borrowed
under the Credit Agreement.

       The Trustee shall deliver an appropriate instrument evidencing such
release upon receipt of a request by the Company accompanied by an Officers'
Certificate certifying as to the compliance with this Section 11.04.

       SECTION 11.05. Waiver of Subrogation.

       Until payment in full is made of the Notes and all other obligations of
the Company to the Holders or the Trustee on behalf of the Holders hereunder and
under the Notes, Holdings hereby irrevocably waives any claim or other rights
which it may now or hereafter acquire against the Company that arise from the
existence, payment, performance or enforcement of Holdings' obligations under
the Guarantee of this Indenture, including without limitation, any right of
subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder of Notes against the Company,
whether or not such claim, remedy or right arises in equity, or under contract,
statute or common law, including, without limitation, the right to take or
receive from the Company, directly or indirectly, in cash or other property or
by set-off or any other manner, payment or security on account of such claim or
other rights. If any amount shall be paid to Holdings in violation of the
preceding sentence and the Notes shall not have been paid in full, such amount
shall have been deemed to have been paid to Holdings for the benefit of, and
held in trust for the benefit of, the Holders of the Notes, and shall forthwith
be paid to the Trustee for the benefit of such Holders to be credited and
applied upon


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<PAGE>   101

the Notes, whether matured or unmatured, in accordance with the terms of this
Indenture. Holdings acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
the waiver set forth in this Section 11.05 is knowingly made in contemplation of
such benefits.

       SECTION 11.06. Execution of Guarantee.

       To evidence its guarantee to the Noteholders set forth in this Article
Eleven, Holdings hereby agrees to execute the Guarantee in substantially the
form included in Exhibits A and Exhibit B, which shall be endorsed on such Note
ordered to be authenticated and delivered by the Trustee. Holdings hereby agrees
that its Guarantee set forth in this Article Eleven shall remain in full force
and effect notwithstanding any failure to endorse on each Note a notation of
such Guarantee. Each such Guarantee shall be signed on behalf of Holdings by two
Officers, or an Officer and an Assistant Secretary prior to the authentication
of the Note on which it is endorsed, and the delivery of such Note by the
Trustee, after the authentication thereof hereunder, shall constitute due
delivery of such Guarantee on behalf of Holdings. Such signatures upon the
Guarantee may be by manual or facsimile signature of such officers and may be
imprinted or otherwise reproduced on the Guarantee, and in case any such officer
who shall have signed the Guarantee shall cease to be such officer before the
Note on which such Guarantee is endorsed shall have been authenticated and
delivered by the Trustee or disposed of by the Company, such Note nevertheless
may be authenticated and delivered or disposed of as though the person who
signed the Guarantee had not ceased to be such officer of Holdings.

       SECTION 11.07. Waiver of Stay, Extension or Usury Laws.

       Holdings 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 or extension law or any usury law or
other law that would prohibit or forgive Holdings from performing its Guarantee
as contemplated herein, wherever enacted, now or at any time hereafter in force,
or which may affect the covenants or the performance of this Indenture; and (to
the extent that it may lawfully do so) Holdings hereby expressly waives all
benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Trustee, but
will suffer and permit the execution of every such power as though no such law
had been enacted.


                                 ARTICLE TWELVE

                     SUBORDINATION OF GUARANTEE OBLIGATIONS

       SECTION 12.01. Guarantee Obligations Subordinated to Guarantor Senior
Debt of Holdings.

       Holdings covenants and agrees, and each Holder of the Notes, by its
acceptance thereof, likewise covenants and agrees, that any payment of
obligations by Holdings in respect of its Guarantee (its "Guarantee
Obligations") shall be made subject to the provisions of this Article Twelve;
and each Person holding any Note, whether upon original issue or upon
registration of transfer, assignment or exchange thereof, accepts and agrees
that the payment of all Guarantee Obligations by Holdings shall, to the extent
and in the manner herein set forth, be subordinated


                                       94
<PAGE>   102

and junior in right of payment to the prior payment in full in cash or Cash
Equivalents of all Obligations on the Guarantor Senior Debt of Holdings, that
the subordination is for the benefit of, and shall be enforceable directly by,
the holders of Guarantor Senior Debt of Holdings, and that each holder of
Guarantor Senior Debt of Holdings whether now outstanding or hereafter created,
incurred, assumed or guaranteed shall be deemed to have acquired Guarantor
Senior Debt of Holdings in reliance upon the covenants and provisions contained
in this Indenture and the Notes.

       SECTION 12.02. No Payment on Notes in Certain Circumstances.

       (a) If any default occurs and is continuing in the payment when due,
whether at maturity, upon redemption, by declaration or otherwise, of any
principal of, interest on, unpaid drawings for letters of credit issued in
respect of, or regularly accruing fees with respect to, any Guarantor Designated
Senior Debt of Holdings, no payment of any kind or character shall be made by,
or on behalf of, Holdings or any other Person on its or their behalf with
respect to any Guarantee Obligations, or to acquire any of the Notes for cash or
property or otherwise. In addition, if any other event of default occurs and is
continuing with respect to any Guarantor Senior Debt of Holdings, as such event
of default is defined in the instrument creating or evidencing such Guarantor
Senior Debt of Holdings, permitting the holders of such Guarantor Senior Debt of
Holdings then outstanding to accelerate the maturity thereof and if the
Representative for the respective issue of Guarantor Senior Debt of Holdings
gives notice of the event of default to the Trustee (a "Guarantor Default
Notice"), then, unless and until all events of default have been cured or waived
or have ceased to exist or the Trustee receives notice thereof from the
Representative for the respective issue of Guarantor Senior Debt of Holdings
terminating the Guarantor Blockage Period (as defined below), during the 179
days after the delivery of such Guarantor Default Notice (the "Guarantor
Blockage Period"), neither Holdings nor any other Person on its behalf shall (x)
make any payment of any kind or character with respect to any Guarantee
Obligations or (y) acquire any of the Notes for cash or property or otherwise.
Notwithstanding anything herein to the contrary, in no event will a Guarantor
Blockage Period extend beyond 180 days from the date the payment on the Notes
was due and only one such Guarantor Blockage Period may be commenced within any
360 consecutive days. No event of default which existed or was continuing on the
date of the commencement of any Guarantor Blockage Period with respect to the
Guarantor Senior Debt of Holdings shall be, or be made, the basis for the
commencement of a second Guarantor Blockage Period by the Representative of such
Guarantor Senior Debt of Holdings whether or not within a period of 360
consecutive days, unless such event of default shall have been cured or waived
for a period of not less than 90 consecutive days (it being acknowledged that
any subsequent action or any breach of any financial covenants for a period
commencing after the date of commencement of such Guarantor Blockage Period
that, in either case, would give rise to an event of default pursuant to any
provisions under which an event of default previously existed or was continuing
shall constitute a new event of default for this purpose).

       (b) In the event that, notwithstanding the foregoing, any payment shall
be received by the Trustee, any Paying Agent or any Holder when such payment is
prohibited by Section 12.02(a), such payment shall be held in trust for the
benefit of, and shall be forthwith paid over or delivered to, the holders of
Guarantor Senior Debt of Holdings (pro rata to such holders on the basis of the
respective amount of Guarantor Senior Debt of Holdings held by such holders) or
their respective Representatives, as their respective interests may appear for
application to the payment of such Senior Debt until all such Senior Debt shall
have been paid in


                                       95
<PAGE>   103

full, after giving effect to any concurrent payment or distribution or provision
therefor to the holders of such Senior Debt. The Trustee and each Paying Agent
shall be entitled to rely on information regarding amounts then due and owing on
the Guarantor Senior Debt of Holdings, if any, received from the holders of such
Guarantor Senior Debt (or their Representatives) or, if such information is not
received from such holders or their Representatives, from Holdings and only
amounts included in the information provided to the Trustee and each Paying
Agent shall be paid to the holders of Guarantor Senior Debt of Holdings.

       Nothing contained in this Article Twelve shall limit the right of the
Trustee or the Holders of Notes to take any action to accelerate the maturity of
the Notes pursuant to Section 6.02 or to pursue any rights or remedies
hereunder; provided that all Guarantor Senior Debt of Holdings thereafter due or
declared to be due shall first be paid in full in cash or Cash Equivalents
before the Holders are entitled to receive any payment of any kind or character
with respect to Guarantee Obligations.

       SECTION 12.03. Payment Over of Proceeds upon Dissolution, Etc.

       (a) Upon any payment or distribution of assets of Holdings of any kind or
character to creditors, whether in cash, property or securities, upon any total
or partial liquidation, dissolution, winding-up, reorganization, assignment for
the benefit of creditors or marshaling of assets of Holdings or in a bankruptcy,
reorganization, insolvency, receivership or other similar proceeding relating to
Holdings or its property, whether voluntary or involuntary, all Obligations due
or to become due upon all Guarantor Senior Debt of Holdings shall first be paid
in full in cash or Cash Equivalents, or such payment duly provided for to the
satisfaction of the holders of Guarantor Senior Debt of Holdings, before any
payment or distribution of any kind or character is made on account of any
Guarantee Obligations, or for the acquisition of any of the Notes for cash or
property or otherwise. Upon any such dissolution, winding-up, liquidation,
reorganization, receivership or similar proceeding, any payment or distribution
of assets of Holdings of any kind or character, whether in cash, property or
securities, to which the Holders of the Notes would be entitled, except for the
provisions hereof, shall be paid by Holdings or by any receiver, trustee in
bankruptcy, liquidating trustee, agent or other Person making such payment or
distribution, or by the Holders if received by them, directly to the holders of
Guarantor Senior Debt of Holdings (pro rata to such holders on the basis of the
respective amounts of Guarantor Senior Debt of Holdings held by such holders) or
their respective Representatives, or to the trustee or trustees under any
indenture pursuant to which any of such Guarantor Senior Debt of Holdings may
have been issued, as their respective interests may appear, for application to
the payment of Guarantor Senior Debt of Holdings remaining unpaid until all such
Guarantor Senior Debt of Holdings has been paid in full in cash or Cash
Equivalents after giving effect to any concurrent payment, distribution or
provision therefor to or for the holders of Guarantor Senior Debt of Holdings.

       (b) To the extent any payment of Guarantor Senior Debt of Holdings
(whether by or on behalf of Holdings, as proceeds of security or enforcement of
any right of setoff or otherwise) is declared to be fraudulent or preferential,
set aside or required to be paid to any receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person under any bankruptcy,
insolvency, receivership, fraudulent conveyance or similar law, then if such
payment is recovered by, or paid over to, such receiver, trustee in bankruptcy,
liquidating trustee, agent or other similar Person, the Guarantor Senior Debt of
Holdings or part thereof originally intended to


                                       96
<PAGE>   104

be satisfied shall be deemed to be reinstated and outstanding as if such payment
had not occurred.

       (c) In the event that, notwithstanding the foregoing, any payment or
distribution of assets of Holdings of any kind or character, whether in cash,
property or securities, shall be received by any Holder when such payment or
distribution is prohibited by this Section 12.03, such payment or distribution
shall be held in trust for the benefit of, and shall be paid over or delivered
to, the holders of Guarantor Senior Debt of Holdings (pro rata to such holders
on the basis of the respective amount of Guarantor Senior Debt of Holdings held
by such holders) or their respective Representatives, or to the trustee or
trustees under any indenture pursuant to which any of such Guarantor Senior Debt
of Holdings may have been issued, as their respective interests may appear, for
application to the payment of Guarantor Senior Debt of Holdings remaining unpaid
until all such Guarantor Senior Debt of Holdings has been paid in full in cash
or Cash Equivalents, after giving effect to any concurrent payment, distribution
or provision therefor to or for the holders of such Guarantor Senior Debt of
Holdings.

       (d) The consolidation of Holdings with, or the merger of Holdings with or
into, another Person or the liquidation or dissolution of Holdings following the
conveyance or transfer of all or substantially all of its assets, to another
Person upon the terms and conditions provided in Article Five hereof shall not
be deemed a dissolution, winding-up, liquidation or reorganization for the
purposes of this Section 12.03 if such other Person shall, as a part of such
consolidation, merger, conveyance or transfer, assume Holdings' obligations
hereunder in accordance with Article Five hereof.

       SECTION 12.04. Payments May Be Paid Prior to Dissolution.

       Nothing contained in this Article Twelve or elsewhere in this Indenture
shall prevent (i) Holdings, except under the conditions described in Sections
12.02 and 12.03, from making payments at any time in respect of Guarantee
Obligations, or from depositing with the Trustee any moneys for such payments,
or (ii) in the absence of actual knowledge by the Trustee that a given payment
would be prohibited by Section 12.02 or 12.03, the, application by the Trustee
of any moneys deposited with it for the purpose of making such payments of
principal of, and interest on, Guarantee Obligations to the Holders entitled
thereto unless at least two Business Days prior to the date upon which such
payment would otherwise become due and payable a Trust Officer shall have
actually received the written notice provided for in the second sentence of
Section 12.02(a) or in Section 12.07 (provided that, notwithstanding the
foregoing, such application shall otherwise be subject to the provisions of the
first sentence of Section 12.02(a) and Section 12.03). Holdings shall give
prompt written notice to the Trustee of any dissolution, winding-up, liquidation
or reorganization of Holdings.

       SECTION 12.05. Subrogation.

       Subject to the payment in full in cash or Cash Equivalents of all
Guarantor Senior Debt of Holdings, the Holders of the Guarantee Obligations
shall be subrogated to the rights of the holders of Guarantor Senior Debt of
Holdings to receive payments or distributions of cash, property or securities of
Holdings applicable to the Guarantor Senior Debt of Holdings until the Guarantee
Obligations shall be paid in full; and, for the purposes of such subrogation, no
such payments or distributions to the holders of the Guarantor Senior Debt of
Holdings by or on behalf of Holdings or by or on behalf of the Holders by virtue
of this Article Twelve which


                                       97
<PAGE>   105

otherwise would have been made to the Holders shall, as between Holdings and the
Holders of the Guarantee Obligations, be deemed to be a payment by Holdings to
or on account of the Guarantor Senior Debt of Holdings, it being understood that
the provisions of this Article Twelve are and are intended solely for the
purpose of defining the relative rights of the Holders of the Guarantee
Obligations, on the one hand, and the holders of the Guarantor Senior Debt of
Holdings, on the other hand.

       SECTION 12.06. Obligations of Holdings Unconditional.

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

       SECTION 12.07. Notice to Trustee and Paying Agents.

       Holdings shall give prompt written notice to the Trustee and each Paying
Agent of any fact known to Holdings which would prohibit the making of any
payment to or by the Trustee in respect of the Notes pursuant to the provisions
of this Article Twelve. Regardless of anything to the contrary contained in this
Article Twelve or elsewhere in this Indenture, neither the Trustee nor any
Paying Agent shall be charged with knowledge of the existence of any default or
event of default with respect to any Guarantor Senior Debt of Holdings or of any
other facts which would prohibit the making of any payment to or by the Trustee
or any Paying Agent unless and until the Trustee or such Paying Agent, as the
case may be, shall have received notice in writing from Holdings, or from a
holder of Guarantor Senior Debt of Holdings or a Representative therefor,
together with proof satisfactory to the Trustee or such Paying Agent, as the
case may be, of such holding of Guarantor Senior Debt of Holdings or of the
authority of such Representative, and, prior to the receipt of any such written
notice, the Trustee shall be entitled to assume (in the absence of actual
knowledge to the contrary) that no such facts exist.

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


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<PAGE>   106

       SECTION 12.08. Reliance on Judicial Order or Certificate of Liquidating
Agent.

       Upon any payment or distribution of assets of Holdings referred to in
this Article Twelve, the Trustee, subject to the provisions of Article Seven
hereof, such Paying Agent and the Holders of the Notes shall be entitled to rely
upon any order or decree made by any court of competent jurisdiction in which
any insolvency, bankruptcy, receivership, dissolution, winding-up, liquidation,
reorganization or similar case or proceeding is pending, or upon a certificate
of the receiver, trustee in bankruptcy, liquidating trustee, assignee for the
benefit of creditors, agent or other Person making such payment or distribution,
delivered to the Trustee or the Holders of the Notes, for the purpose of
ascertaining the persons entitled to participate in such payment or
distribution, the holders of the Guarantor Senior Debt of Holdings and other
Indebtedness of Holdings, the amount thereof or payable thereon, the amount or
amounts paid or distributed thereon and all other facts pertinent thereto or to
this Article Twelve; provided that such court, receiver, trustee, assignee,
agent or other Person has been made aware of this Article Twelve.

       SECTION 12.09. Trustee's Relation to Guarantor Senior Debt of Holdings

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

       With respect to the holders of Guarantor Senior Debt of Holdings, the
Trustee and each Agent undertakes to perform or to observe only such of its
covenants and obligations as are specifically set forth in this Article Twelve,
and no implied covenants or obligations with respect to the holders of Guarantor
Senior Debt of Holdings shall be read into this Indenture against the Trustee.
Neither the Trustee nor any Agent shall be deemed to owe any fiduciary duty to
the holders of Guarantor Senior Debt of Holdings.

       Whenever a distribution is to be made or a notice is to be given to
holders or owners of Guarantor Senior Debt of Holdings, the distribution may be
made and the notice may be given to their Representatives, if any.

       SECTION 12.10. Subordination Rights Not Impaired by Acts or Omissions of
Holdings or Holders of Guarantor Senior Debt of Holdings.

       No right of any present or future holders of any Guarantor Senior Debt of
Holdings to enforce subordination as provided herein shall at any time in any
way be prejudiced or impaired by any act or failure to act on the part of
Holdings or by any act or failure to act, in good faith, by any such holder, or
by any noncompliance by Holdings with the terms of this Indenture, regardless of
any knowledge thereof which any such holder may have or otherwise be charged
with.

       Without in any way limiting the generality of the foregoing paragraph,
the holders of Guarantor Senior Debt of Holdings may, at any time and from time
to time, without the consent of or notice to the Trustee, without incurring
responsibility to the Trustee or the Holders of the Notes and without impairing
or releasing the subordination provided in this Article Twelve or the


                                       99
<PAGE>   107

obligations hereunder of the Holders of the Notes to the holders of the
Guarantor Senior Debt of Holdings, do any one or more of the following: (i)
change the manner, place or terms of payment or extend the time of payment of,
or renew or alter, Guarantor Senior Debt of Holdings, or otherwise amend or
supplement in any manner Guarantor Senior Debt of Holdings, or any instrument
evidencing the same or any agreement under which Guarantor Senior Debt of
Holdings is outstanding; (ii) sell, exchange, release or otherwise deal with any
property pledged, mortgaged or otherwise securing Guarantor Senior Debt of
Holdings; (iii) release any Person liable in any manner for the payment or
collection of Guarantor Senior Debt of Holdings; and (iv) exercise or refrain
from exercising any rights against Holdings and any other Person.

       SECTION 12.11. Noteholders Authorize Trustee and Paying Agent To
Effectuate Subordination of Notes.

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

       If the Trustee does not file a proper claim or proof of debt in the form
required in such proceeding prior to 30 days before the expiration of the time
to file such claim or claims, then the holders of the Guarantor Senior Debt of
Holdings or their Representatives are hereby authorized to have the right to
file and are hereby authorized to file an appropriate claim for and on behalf of
the Holders of said Notes. Nothing herein contained shall be deemed to authorize
the Trustee or the holders of Guarantor Senior Debt of Holdings or their
Representatives to authorize or consent to or accept or adopt on behalf of any
Holder any plan of reorganization, arrangement, adjustment or composition
affecting the Notes or the rights of any Holder thereof, or to authorize the
Trustee or the holders of Guarantor Senior Debt of Holdings or their
Representatives to vote in respect of the claim of any Holder in any such
proceeding.

       SECTION 12.12. This Article Twelve Not To Prevent Events of Default.

       The failure to make a payment on account of Guarantee Obligations by
reason of any provision of this Article Twelve will not be construed as
preventing the occurrence of an Event of Default.


                                      100
<PAGE>   108

                                ARTICLE THIRTEEN

                                  MISCELLANEOUS

       SECTION 13.01. TIA Controls.

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

       SECTION 13.02. Notices.

       Any notices or other communications required or permitted hereunder shall
be in writing, and shall be sufficiently given if made by hand delivery, by
commercial courier service, by telecopier or registered or certified mail,
postage prepaid, return receipt requested, addressed as follows:

              if to the Company or Holdings:

              Del Monte Corporation
                     and
              Del Monte Foods Company
              One Market Street @ The Landmark
              San Francisco, California 94105
              Attn:  Thomas E. Gibbons
                     Senior Vice President and Treasurer
              Telephone No.:     (415) 247-3336
              Facsimile No.:     (415) 247-3339

              with a copy to:

              Del Monte Corporation
                     and
              Del Monte Foods Company
              One Market Street @ The Landmark
              San Francisco, California 94105
              Attn:  General Counsel
              Telephone No.:     (415) 247-3262
              Facsimile No.:     (415) 247-3263

              and a copy to:

              Gibson, Dunn & Crutcher LLP
              One Montgomery Street
              San Francisco, CA  94104
              Attn:  Douglas Smith
              Telephone No.:     (415) 393-8200
              Facsimile No.:     (415) 986-5309


                                      101
<PAGE>   109

              if to the Trustee:

              Bankers Trust Company
              4th Floor
              4 Albany Street
              New York, New York 10006
              Attn:  Corporate Trust and Agency Services
              Telephone No.:     (212) 250-6161
              Facsimile No.:     (212) 250-6961

              if to the Paying Agent or Registrar:

              Bankers Trust Company
              4th Floor
              4 Albany Street
              New York, New York 10006
              Attn:  Corporate Trust and Agency Services
              Telephone No.:     (212) 250-6161
              Facsimile No.:     (212) 250-6961

       Each of the Company, Holdings, the Trustee and the Paying Agent by
written notice to each other such Person may designate additional or different
addresses for notices to such Person. Any notice or communication to the
Company, Holdings, the Trustee and the Paying Agent shall be deemed to have been
given or made as of the date so delivered if personally delivered; when receipt
is confirmed if delivered by commercial courier service; when receipt is
acknowledged, if faxed; and five (5) calendar days after mailing if sent by
registered or certified mail, postage prepaid (except that a notice of change of
address shall not be deemed to have been given until actually received by the
addressee).

       In the event any additional Guarantors are added pursuant to Section
4.19, this Section 13.02 shall be supplemented to provide for delivery of any
notices or communications described herein to each such Guarantor.

       Any notice or communication mailed to a Holder shall be mailed to him by
first class mail or other equivalent means at his address as it appears on the
registration books of the Registrar and shall be sufficiently given to him if so
mailed within the time prescribed.

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

       SECTION 13.03. Communications by Holders with Other Holders.

       Holders may communicate pursuant to TIA Section 312(b) with other Holders
with respect to their rights under this Indenture or the Notes. The Company, the
Trustee, the Registrar and any other Person shall have the protection of TIA
Section 312(c).


                                      102
<PAGE>   110

       SECTION 13.04. Certificate and Opinion as to Conditions Precedent.

       Upon any request or application by the Company or Holdings to the Trustee
to take any action under this Indenture, the Company or Holdings, as the case
may be, shall furnish to the Trustee:

              (1) an Officers' Certificate, in form and substance reasonably
       satisfactory to the Trustee, stating that, in the opinion of the signers,
       all conditions precedent to be performed by the Company, if any, provided
       for in this Indenture relating to the proposed action have been complied
       with; and

              (2) an Opinion of Counsel stating that, in the opinion of such
       counsel, all such conditions precedent to be performed by the Company, if
       any, provided for in this Indenture relating to the proposed action have
       been complied with.

       SECTION 13.05. Statements Required in Certificate or Opinion.

       Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture, other than the Officers' Certificate
required by Section 4.06, shall include:

              (1) a statement that the Person making such certificate or opinion
       has read such covenant or condition and the definitions relating thereto;

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

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

              (4) a statement as to whether or not, in the opinion of each such
       Person, such condition or covenant has been complied with.

       SECTION 13.06. Rules by Trustee, Paying Agent, Registrar.

       The Trustee may make reasonable rules in accordance with the Trustee's
customary practices for action by or at a meeting of Holders. Each of the Paying
Agent or Registrar may make reasonable rules in accordance with customary
practices for its functions.

       SECTION 13.07. Legal Holidays.

       A "Legal Holiday" means a Saturday, Sunday or day on which banking
institutions in New York, New York are not required to be open except that, when
such term is used with respect to a particular place where a payment is to be
made in respect of the Notes and with respect to the payment to be made on the
Notes at such place, such term means a Saturday, Sunday or other day on which
banking institutions in such place of payment are not required to be open.


                                      103
<PAGE>   111

       If a payment date is a Legal Holiday at such place, payment may be made
at such place on the next succeeding day that is not a Legal Holiday, and no
interest shall accrue for the intervening period.

       SECTION 13.08. Governing Law.

       THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT WITHOUT GIVING EFFECT TO
APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF
THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. EACH OF THE PARTIES
HERETO AGREES TO SUBMIT TO THE JURISDICTION OF THE COURTS OF THE STATE OF NEW
YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE.

       SECTION 13.09. No Adverse Interpretation of Other Agreements.

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

       SECTION 13.10. No Recourse Against Others.

       A director, officer, employee, stockholder or incorporator, as such, of
the Company or of the Trustee shall not have any liability for any obligations
of the Company under the Notes or this Indenture or for any claim based on, in
respect of, or by reason of, such obligations or their creation. Each Holder by
accepting a Note waives and releases all such liability. Such waiver and release
are part of the consideration for the issuance of the Notes. The foregoing
provisions do not relate to the liability of Holdings as a Guarantor.

       SECTION 13.11. Successors.

       All agreements of the Company and Holdings in this Indenture and the
Notes shall bind their respective successors. All agreements of the Trustee in
this Indenture shall bind its successors.

       SECTION 13.12. Duplicate Originals.

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

       SECTION 13.13. Severability.

       In case any one or more of the provisions in this Indenture or in the
Notes shall be held invalid, illegal or unenforceable, in any respect for any
reason, the validity, legality and enforceability of any such provision in every
other respect and of the remaining provisions shall not in any way be affected
or impaired thereby, it being intended that all of the provisions hereof shall
be enforceable to the full extent permitted by law.


                                      104
<PAGE>   112

                                   SIGNATURES

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

                                   Issuer:

                                   DEL MONTE CORPORATION



                                   By: /s/ Thomas E. Gibbons
                                       -----------------------------------------
                                   Name:  Thomas E. Gibbons
                                   Title:  Senior Vice President and Treasurer


                                   Guarantor:

                                   DEL MONTE FOODS COMPANY



                                   By:  /s/ Thomas E. Gibbons
                                       -----------------------------------------
                                   Name:  Thomas E. Gibbons
                                   Title:  Senior Vice President and Treasurer

                                   Trustee:

                                   BANKERS TRUST COMPANY,
                                   as Trustee



                                   By: /s/ Tracy Saltzmann
                                       -----------------------------------------
                                   Name:  Tracy Saltzmann
                                   Title:  Associate


                                      105
<PAGE>   113

                                                                       EXHIBIT A

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
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
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
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.17 OF THE INDENTURE.

                                                                      CUSIP No.:
                                                                       ISIN No.:

                              DEL MONTE CORPORATION
                    9 1/4% SENIOR SUBORDINATED NOTE DUE 2011

No.                                                                            $

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND ACCORDINGLY, MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS
EXCEPT AS SET FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE
HOLDER (1) REPRESENTS THAT (A) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT) OR (B) IT IS NOT A U.S. PERSON
AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
REGULATION S UNDER THE SECURITIES ACT, (2) AGREES THAT IT WILL NOT, WITHIN THE
TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES ACT AS IN EFFECT ON
THE DATE OF THE TRANSFER OF THIS NOTE, RESELL OR OTHERWISE TRANSFER THIS NOTE
EXCEPT (A) TO DEL MONTE CORPORATION OR ANY SUBSIDIARY THEREOF, (B) TO A
QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES
ACT, (C) OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN COMPLIANCE WITH
RULE 904


                                      A-1
<PAGE>   114

UNDER THE SECURITIES ACT, (D) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (E) PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, AND (3) AGREES
THAT IT WILL DELIVER TO EACH PERSON TO WHOM THIS NOTE IS TRANSFERRED A NOTICE
SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IN CONNECTION WITH ANY TRANSFER OF
THIS NOTE WITHIN THE TIME PERIOD REFERRED TO IN RULE 144(K) UNDER THE SECURITIES
ACT AFTER THE ORIGINAL ISSUANCE OF THE NOTES, THE HOLDER MUST CHECK THE
APPROPRIATE BOX SET FORTH ON THE REVERSE HEREOF RELATING TO THE MANNER OF SUCH
TRANSFER AND SUBMIT THIS CERTIFICATE TO THE TRUSTEE. AS USED HEREIN, THE TERMS
"OFFSHORE TRANSACTION," "UNITED STATES," AND "U.S. PERSON" HAVE THE MEANINGS
GIVEN TO THEM BY REGULATION S UNDER THE SECURITIES ACT. THE INDENTURE CONTAINS A
PROVISION REQUIRING THE TRUSTEE TO REFUSE TO REGISTER ANY TRANSFER OF THIS NOTE
IN VIOLATION OF THE FOREGOING RESTRICTIONS.

       DEL MONTE CORPORATION, a New York corporation (the "Company," which term
includes any successor entity), for value received promises to pay to __________
or registered assigns, the principal sum of ____________ Dollars, on May 15,
2011.

       Interest Payment Dates: May 15 and November 15
       Record Dates: April 30 and October 31

       Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

       IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.

                                        DEL MONTE CORPORATION



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


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


Dated: ___________,

Certificate of Authentication

       This is one of the 9 1/4% Senior Subordinated Notes due 2011 referred to
in the within-mentioned Indenture.


                                      A-2
<PAGE>   115

                                        By:  BANKERS TRUST COMPANY,
                                             as Trustee


                                        By:
                                             -----------------------------------
                                             Authorized Signatory


                                      A-3
<PAGE>   116

                              (REVERSE OF SECURITY)


                    9 1/4% SENIOR SUBORDINATED NOTE DUE 2011

       1. Interest. DEL MONTE CORPORATION, a New York corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest on the Notes will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from May 15, 2001. The Company will pay interest semi-annually in arrears in
cash on each Interest Payment Date, commencing November 15, 2001. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

       The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the
Notes plus 2% per annum and on overdue installments of interest (without regard
to any applicable grace periods) to the extent lawful.

       2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date
even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by its check payable in such U.S. Legal Tender,
or, at the Company's option, by wire transfer to an account maintained by the
payee with a bank located in the United States. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

       3. Paying Agent and Registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.

       4. Indenture and Guarantee. The Company issued the Notes under an
Indenture, dated as of May 15, 2001 (as amended and supplemented from time to
time, the "Indenture"), among the Company, Del Monte Foods Company ("Holdings")
and Bankers Trust Company, as Trustee (the "Trustee," which term includes any
successor Trustee under the Indenture). This Note is one of a duly authorized
issue of initial Notes of the Company designated as its 9 1/4% Senior
Subordinated Notes due 2011 (the "Initial Notes"). The Initial Notes are limited
in aggregate principal amount to $300,000,000. Subject to compliance with the
covenants in the Indenture and to applicable law, the Company may issue
additional notes (the "Additional Notes") under the Indenture. The Notes include
the Initial Notes, the Additional Notes and the Exchange Notes, as defined
below, issued in exchange for Notes pursuant to the Indenture. The Initial
Notes, Additional Notes and the Exchange Notes are treated as a single class of
securities under the Indenture. Terms herein are used as defined in the
Indenture unless otherwise defined herein. The terms of the Notes include those
stated in the Indenture and those made part of the Indenture by reference to the
Trust Indenture Act of 1939 (15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as
in effect on the date of the Indenture. Notwithstanding anything to the contrary
herein, the Notes are subject to all such terms, and Holders of Notes are
referred to the Indenture and said Act for a


                                      A-4
<PAGE>   117

statement of such terms, including the respective rights, duties and immunities
thereunder of the Company, the Guarantor, the Trustee and the Holders of the
Notes and the terms upon which the Notes are, and are to be, authenticated and
delivered. The Notes are general unsecured obligations of the Company. Payment
on each Note is guaranteed on a senior subordinated basis by Holdings pursuant
to Article Eleven of the Indenture.

       5. Subordination. The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by his acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee and the
Paying Agent, on his behalf, to take such action as may be necessary or
appropriate to effectuate the subordination provided for in the Indenture and
appoints the Trustee his attorney-in-fact for such purposes.

       6. Redemption.

       (a) Optional Redemption. The Notes will be redeemable, at the Company's
option, in whole at any time or in part from time to time, on and after May 15,
2006, upon not less than 30 nor more than 60 days' notice, at the following
Redemption Prices (expressed as percentages of the principal amount of the Notes
to be redeemed) if redeemed during the twelve-month period commencing on May 15
of the years set forth below, plus, in each case, accrued and unpaid interest
thereon, if any, to the Redemption Date, except that installments of interest
which are due and payable on dates falling on or prior to the applicable
Redemption Date will be payable to the persons who were the Holders of record at
the close of business on the relevant Record Dates.

<TABLE>
<CAPTION>
Year                                                                            Percentage
----                                                                            ----------
<S>                                                                             <C>
2006......................................................................      104.625%
2007......................................................................      103.083%
2008......................................................................      101.542%
2009 and thereafter.......................................................      100.000%
</TABLE>

       (b) Optional Redemption Upon Equity Offerings. At any time, or from time
to time, on or prior to May 15, 2004, the Company may, at its option, use the
net cash proceeds (but only to the extent such proceeds consist of cash or Cash
Equivalents, as such terms are defined in the Indenture) of one or more Equity
Offerings (as defined in the Indenture) to redeem Notes in an aggregate
principal amount equal to up to 35% of the aggregate principal amount of Notes
(including any Additional Notes but excluding the Exchange Notes) originally
issued at a Redemption Price equal to 109.250% of the principal amount of the
Notes to be redeemed plus accrued interest thereon, if any, to the Redemption
Date, except that installments of interest which are due and payable on dates
falling on or prior to the applicable Redemption Date will be payable to the
persons who were the Holders of record at the close of business on the relevant
Record Dates; provided that Notes in aggregate principal amount equal to at
least 65% of the principal amount of Notes (excluding any Additional Notes and
also excluding the Exchange Notes) originally issued remains outstanding
immediately after any such redemption.


                                      A-5
<PAGE>   118

       In order to effect the foregoing redemption with the proceeds of any
Equity Offering, the Company shall make such redemption not more than 120 days
after the consummation of any such Equity Offering.

       (c) Optional Redemption Upon Change of Control. At any time, on or prior
to May 15, 2006, the Company may, at its option, redeem the Notes, in whole,
upon the occurrence of a Change of Control (as defined in the Indenture), upon
not less than 30 nor more than 60 days prior notice (but in no event more than
90 days after the occurrence of such 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 of the Notes to be redeemed plus the Applicable Premium (as
defined below) as of, and accrued and unpaid interest, if any, to the date of
redemption (the "Change of Control Redemption Date"), except that installments
of interest which are due and payable on dates falling on or prior to the
applicable Redemption Date will be payable to the persons who were the Holders
of record at the close of business on the relevant Record Dates.

       "Applicable Premium" means, with respect to a Note at any Change of
Control Redemption Date, the greater of (i) 1.0% of the principal amount of such
Note and (ii) the excess of (A) the present value at such time of (1) the
Redemption Price of such Note at May 15, 2006, determined in accordance with
Paragraph 6(a) above, plus (2) all required interest payments due on such Note
through May 15, 2006, computed using a discount rate equal to the Treasury Rate
plus .5% per annum, over (B) the principal amount of such Note.

       "Treasury Rate" means the yield to maturity at the time of computation of
U.S. Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Release H.15 (519) which has become publicly
available at least two Business Days prior to the Change of Control Redemption
Date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) closest to the period from the Change
of Control Redemption Date to May 15, 2006; provided, however, that if the
period from the Change of Control Redemption Date to May 15, 2006, is not equal
to the constant maturity of a U.S. Treasury security for which a weekly average
yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of one year) from the weekly average
yields of U.S. Treasury securities for which such yields are given, except that
if the period from the Change of Control Redemption Date to May 15, 2006, is
less than one year, the weekly average yield on actually traded U.S. Treasury
securities adjusted to a constant maturity of one year shall be used.

       7. 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 of
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

       Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued and unpaid interest, if any, the
Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any.


                                      A-6
<PAGE>   119

       8. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide
that, after certain Asset Sales (as defined in the Indenture) and upon the
occurrence of a Change of Control (as defined in the Indenture), and subject to
further limitations contained therein, the Company will make an offer to
purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.

       9. Registration Rights. Pursuant to the Registration Rights Agreement (as
defined in the Indenture), the Company will be obligated to consummate an
exchange offer pursuant to which the Holder of this Note shall have the right to
exchange this Note for the Company's Series B 9_% Senior Subordinated Notes due
2011 (the "Exchange Notes"), which have been registered under the Securities
Act, in like principal amount and having terms identical in all material
respects to the Initial Notes. The Holders of the Initial Notes and Additional
Notes shall be entitled to receive certain Additional Interest (as defined in
the Indenture) in the event such exchange offer is not consummated and upon
certain other conditions, all pursuant to and in accordance with the terms of
the Registration Rights Agreement.

       10. Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, in denominations of $1,000 and integral multiples of $1,000. A
Holder shall register the transfer of or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.

       11. Persons Deemed Owners. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

       12. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

       13. Discharge Prior to Redemption or Maturity. If the Company at any time
deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants, but excluding its obligation to pay
the principal of and interest on the Notes).

       14. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding, and any existing Default or Event of Default or noncompliance
with any provision may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes, or comply with Article Five or Six of the Indenture or make
any other change that does not adversely affect in any material respect the
rights of any Holder of a Note.


                                      A-7
<PAGE>   120

       15. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of its Capital
Stock or certain Indebtedness, enter into transactions with Affiliates, create
dividend or other payment restrictions affecting Subsidiaries, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company and Holdings must annually report to
the Trustee on compliance with such limitations.

       16. Successors. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

       17. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding may declare all the Notes to be due and payable
in the manner, at the time and with the effect provided in the Indenture.
Holders of Notes may not enforce the Indenture or the Notes except as provided
in the Indenture. The Trustee is not obligated to enforce the Indenture or the
Notes unless it has received indemnity reasonably satisfactory to it. The
Indenture permits, subject to certain limitations therein provided, Holders of a
majority in aggregate principal amount of the Notes then outstanding to direct
the Trustee in its exercise of any trust or power. The Trustee may withhold from
Holders of Notes notice of any continuing Default or Event of Default (except a
Default in payment of principal or interest) if it determines that withholding
notice is in their interest.

       18. Trustee Dealings with Company. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

       19. No Recourse Against Others. No stockholder, director, officer,
employee or incorporator, as such, of the Company shall have any liability for
any obligation of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

       20. Authentication. This Note shall not be valid until the Trustee or an
Authenticating Agent manually signs the certificate of authentication on this
Note.

       21. Governing Law. The Laws of the State of New York shall govern this
Note and the Indenture, without regard to principles of conflict of laws.

       22. Abbreviations and Defined Terms. Customary abbreviations may be used
in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
UIGIMIA (= Uniform Gifts to Minors Act).

       23. 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 Notes as a convenience to the Holders of the
Notes. No representation is made as


                                      A-8
<PAGE>   121

to the accuracy of such numbers as printed on the Notes and reliance may be
placed only on the other identification numbers printed hereon.

       24. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.

       The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture, which has the text of this Note in
larger type. Requests may be made to: Vice President, Legal Affairs and
Secretary, Del Monte Corporation, One Market Street @ The Landmark, San
Francisco, California 94105.


                                      A-9
<PAGE>   122

                [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]

                                    GUARANTEE


       Del Monte Foods Company ("Holdings") has unconditionally guaranteed on a
subordinated basis (such guarantee by Holdings being referred to herein as the
"Guarantee") (i) the due and punctual payment of the principal of and interest
on the Notes, whether at maturity, by acceleration or otherwise, the due and
punctual payment of interest on the overdue principal and interest, if any, on
the Notes, to the extent 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 set forth in Article Eleven of the Indenture and (ii) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same will be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at stated
maturity, by acceleration or otherwise.

       The obligations of Holdings to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly subordinated in right
of payment to the prior payment in full of all Guarantor Senior Debt (as defined
in the Indenture) of Holdings, to the extent and in the manner provided, in
Articles Eleven and Twelve of the Indenture, and reference is hereby made to
such Indenture for the precise terms of the Guarantee therein made.

       No stockholder, officer, director or incorporator, as such, past, present
or future, of Holdings shall have any liability under the Guarantee by reason of
his or its status as such stockholder, officer, director or incorporator.

       The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which the Guarantee is noted
shall have been executed by the Trustee or an Authenticating Agent under the
Indenture by the manual signature of one of its authorized officers.

                                        DEL MONTE FOODS COMPANY



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



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


                                      A-10
<PAGE>   123

                                 ASSIGNMENT FORM


       If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

       I or we assign and transfer this Note to:


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

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

--------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

and irrevocably appoint __________, agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.

Date:                                    Signed:
       ---------------------------                ------------------------------
                                                     (Sign exactly as your name
                                                     appears on the other side
                                                     of this Note)

Signature Guarantee:
                     -------------------

       In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) the end of the period referred to in Rule 144(k) under the
Securities Act, the undersigned confirms that it has not utilized any general
solicitation or general advertising in connection with the transfer and that
this Note is being transferred:


                                      A-11
<PAGE>   124

                                   [Check One]


(1) ___     pursuant to and in compliance with Rule 144A under the Securities
            Act; or

(2) ___     other than in accordance with (1) above and documents are being
            furnished which comply with the conditions of transfer set forth in
            this Note and the Indenture.

       If neither of the foregoing boxes is checked, the Trustee or Registrar
shall not be obligated to register this Note in the name of any Person other
than the Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 2.17 of the Indenture shall have
been satisfied.

Date:                                    Signed:
       ---------------------------                ------------------------------
                                                     (Sign exactly as your name
                                                     appears on the other side
                                                     of this Security)

Signature Guarantee:
                     -----------------------------------------------------------

              TO BE COMPLETED BY PURCHASER IF (1) ABOVE IS CHECKED

       The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Dated:
       ---------------------------         -------------------------------------
                                               NOTICE: To be executed by an
                                               executive officer


                                      A-12
<PAGE>   125

                      [OPTION OF HOLDER TO ELECT PURCHASE]


       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:

             Section 4.15 [ ]
             Section 4.16 [ ]

       If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$
 --------------------------------------


Dated:
       ---------------------------         -------------------------------------
                                               NOTICE: The signature on this
                                               assignment must correspond with
                                               the name as it appears upon the
                                               face of the within Note in every
                                               particular without alteration or
                                               enlargement or any change
                                               whatsoever and be guaranteed by
                                               the endorser's bank or broker.

Signature Guarantee:
                     ----------------------


                                      A-13
<PAGE>   126

                                                                       EXHIBIT B

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
DEPOSITORY TO A NOMINEE OF THE DEPOSITORY, OR BY ANY SUCH NOMINEE OF THE
DEPOSITORY, OR BY THE DEPOSITORY OR NOMINEE OF SUCH SUCCESSOR DEPOSITORY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITORY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
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
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT HEREON IS
MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT
NOT IN PART, TO NOMINEES OF CEDE & CO. OR TO A SUCCESSOR THEREOF OR SUCH
SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN
SECTION 2.17 OF THE INDENTURE.

                                                                      CUSIP No.:
                                                                       ISIN No.:

                             DEL MONTE CORPORATION

                SERIES B 9-1/4% SENIOR SUBORDINATED NOTE DUE 2011

No.                                                                            $

       DEL MONTE CORPORATION, a New York corporation (the "Company," which term
includes any successor entity), for value received promises to pay to __________
or registered assigns, the principal sum of ______________ Dollars, on May 15,
2011.

       Interest Payment Dates: May 15 and November 15,
       Record Dates: April 30 and October 31

       Reference is made to the further provisions of this Note contained
herein, which will for all purposes have the same effect as if set forth at this
place.

       IN WITNESS WHEREOF, the Company has caused this Note to be signed
manually or by facsimile by its duly authorized officers and a facsimile of its
corporate seal to be affixed hereto or imprinted hereon.


                                      B-1
<PAGE>   127

                                        DEL MONTE CORPORATION



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


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


Dated:

Certificate of Authentication

       This is one of the Series B 9-1/4% Senior Subordinated Notes due 2011
referred to in the within-mentioned Indenture.

                                        BANKERS TRUST COMPANY,
                                        as Trustee



                                        By:
                                           -------------------------------------
                                             Authorized Signatory


                                      B-2
<PAGE>   128

                              (REVERSE OF SECURITY)


                SERIES B 9 1/4% SENIOR SUBORDINATED NOTE DUE 2011

       1. Interest. DEL MONTE CORPORATION, a New York corporation (the
"Company"), promises to pay interest on the principal amount of this Note at the
rate per annum shown above. Interest on the Notes will accrue from the most
recent date on which interest has been paid or, if no interest has been paid,
from May 15, 2001. The Company will pay interest semi-annually in arrears in
cash on each Interest Payment Date, commencing November 15, 2001. Interest will
be computed on the basis of a 360-day year of twelve 30-day months.

       The Company shall pay interest on overdue principal and on overdue
installments of interest from time to time on demand at the rate borne by the
Notes plus 2% per annum and on overdue installments of interest (without regard
to any applicable grace periods) to the extent lawful.

       2. Method of Payment. The Company shall pay interest on the Notes (except
defaulted interest) to the Persons who are the registered Holders at the close
of business on the Record Date immediately preceding the Interest Payment Date
even if the Notes are cancelled on registration of transfer or registration of
exchange after such Record Date. Holders must surrender Notes to a Paying Agent
to collect principal payments. The Company shall pay principal and interest in
money of the United States that at the time of payment is legal tender for
payment of public and private debts ("U.S. Legal Tender"). However, the Company
may pay principal and interest by its check payable in such U.S. Legal Tender,
or, at the Company's option, by wire transfer to an account maintained by the
payee with a bank located in the United States. The Company may deliver any such
interest payment to the Paying Agent or to a Holder at the Holder's registered
address.

       3. Paying Agent and Registrar. Initially, the Trustee will act as Paying
Agent and Registrar. The Company may change any Paying Agent, Registrar or
co-Registrar without notice to the Holders.

       4. Indenture and Guarantee. The Company issued the Notes under an
Indenture, dated as of May 15, 2001 (as amended and supplemented from time to
time, the "Indenture"), among the Company, Del Monte Foods Company ("Holdings")
and Bankers Trust Company, as Trustee (the "Trustee," which term includes any
successor Trustee under the Indenture). This Note is one of a duly authorized
issue of securities of the Company designated as its Series B 9 1/4% Senior
Subordinated Notes due 2011 (the "Initial Notes"). The Initial Notes are limited
in aggregate principal amount to $300,000,000. Subject to compliance with the
covenants in the Indenture and to applicable law, the Company may issue
additional securities (the "Additional Notes") under the Indenture. The Notes
include the Initial Notes and the Additional Notes. The Initial Notes and
Additional Notes are treated as a single class of securities under the
Indenture. Terms herein are used as defined in the Indenture unless otherwise
defined herein. The terms of the Notes include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S. Code Sections 77aaa-77bbbb) (the "TIA"), as in effect on the date of
the Indenture. Notwithstanding anything to the contrary herein, the Notes are
subject to all such terms, and Holders of Notes are referred to the Indenture
and said Act for a statement of such terms, including the respective rights,
duties and immunities thereunder of the Company,


                                      B-3
<PAGE>   129

the Guarantor, the Trustee and the Holders of the Notes and the terms upon which
the Notes are, and are to be, authenticated and delivered. The Notes are general
unsecured obligations of the Company. Payment on each Note is guaranteed on a
senior subordinated basis by Holdings pursuant to Article Eleven of the
Indenture.

       5. Subordination. The Notes are subordinated in right of payment, in the
manner and to the extent set forth in the Indenture, to the prior payment in
full in cash or Cash Equivalents of all Senior Debt of the Company, whether
outstanding on the date of the Indenture or thereafter created, incurred,
assumed or guaranteed. Each Holder by his acceptance hereof agrees to be bound
by such provisions and authorizes and expressly directs the Trustee and the
Paying Agent, on his behalf, to take such action as may be necessary or
appropriate to effectuate the subordination provided for in the Indenture and
appoints the Trustee his attorney-in-fact for such purposes.

       6. Redemption.

       (a) Optional Redemption. The Notes will be redeemable, at the Company's
option, in whole at any time or in part from time to time, on and after May 15,
2006, upon not less than 30 nor more than 60 days' notice, at the following
redemption prices (expressed as percentages of the principal amount of the Notes
to be redeemed) if redeemed during the twelve-month period commencing on May 15
of the years set forth below, plus, in each case, accrued and unpaid interest
thereon, if any, to the date of redemption, except that installments of interest
which are due and payable on dates falling on or prior to the applicable
redemption date will be payable to the persons who were the Holders of record at
the close of business on the relevant record dates.

<TABLE>
<CAPTION>
Year                                                                            Percentage
----                                                                            ----------
<S>                                                                             <C>
2006......................................................................      104.625%
2007......................................................................      103.083%
2008......................................................................      101.542%
2009 and thereafter.......................................................      100.000%
</TABLE>

       (b) Optional Redemption Upon Equity Offerings. At any time, or from time
to time, on or prior to May 15, 2004, the Company may, at its option, use the
net cash proceeds (but only to the extent such proceeds consist of cash or Cash
Equivalents, as such terms are defined in the Indenture) of one or more Equity
Offerings (as defined in the Indenture) to redeem Notes in an aggregate
principal amount equal to up to 35% of the aggregate principal amount of Notes
(including any Additional Notes) originally issued at a redemption price equal
to 109.250% of the principal amount of the Notes to be redeemed plus accrued
interest thereon, if any, to the date of redemption, except that installments of
interest which are due and payable on dates falling on or prior to the
applicable redemption date will be payable to the persons who were the Holders
of record at the close of business on the relevant record dates; provided that
Notes in aggregate principal amount equal to at least 65% of the principal
amount of Notes (excluding any Additional Notes) originally issued remains
outstanding immediately after any such redemption.

       In order to effect the foregoing redemption with the proceeds of any
Equity Offering, the Company shall make such redemption not more than 120 days
after the consummation of any such Equity Offering.


                                      B-4
<PAGE>   130

       (c) Optional Redemption Upon Change of Control. At any time, on or prior
to May 15, 2006, the Company may, at its option, redeem the Notes, in whole,
upon the occurrence of a Change of Control (as defined in the Indenture), upon
not less than 30 nor more than 60 days prior notice (but in no event more than
90 days after the occurrence of such 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 of the Notes to be redeemed plus the Applicable Premium (as
defined below) as of, and accrued and unpaid interest, if any, to the date of
redemption (the "Change of Control Redemption Date"), except that installments
of interest which are due and payable on dates falling on or prior to the
applicable redemption date will be payable to the persons who were the Holders
of record at the close of business on the relevant record dates.

       "Applicable Premium" means, with respect to a Note at any Change of
Control Redemption Date, the greater of (i) 1.0% of the principal amount of such
Note and (ii) the excess of (A) the present value at such time of (1) the
redemption price of such Note at May 15, 2006, determined in accordance with
Paragraph 6(a) above, plus (2) all required interest payments due on such Note
through May 15, 2006, computed using a discount rate equal to the Treasury Rate
plus .5% per annum, over (B) the principal amount of such Note.

       "Treasury Rate" means the yield to maturity at the time of computation of
U.S. Treasury securities with a constant maturity (as compiled and published in
the most recent Federal Reserve Release H.15 (519) which has become publicly
available at least two Business Days prior to the Change of Control Redemption
Date (or, if such Statistical Release is no longer published, any publicly
available source of similar market data)) closest to the period from the Change
of Control Redemption Date to May 15, 2006; provided, however, that if the
period from the Change of Control Redemption Date to May 15, 2006, is not equal
to the constant maturity of a U.S. Treasury security for which a weekly average
yield is given, the Treasury Rate shall be obtained by linear interpolation
(calculated to the nearest one-twelfth of one year) from the weekly average
yields of U.S. Treasury securities for which such yields are given, except that
if the period from the Change of Control Redemption Date to May 15, 2006, is
less than one year, the weekly average yield on actually traded U.S. Treasury
securities adjusted to a constant maturity of one year shall be used.

       7. 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 of
Notes to be redeemed at such Holder's registered address. Notes in denominations
larger than $1,000 may be redeemed in part.

       Except as set forth in the Indenture, if monies for the redemption of the
Notes called for redemption shall have been deposited with the Paying Agent for
redemption on such Redemption Date, then, unless the Company defaults in the
payment of such Redemption Price plus accrued and unpaid interest, if any, the
Notes called for redemption will cease to bear interest from and after such
Redemption Date and the only right of the Holders of such Notes will be to
receive payment of the Redemption Price plus accrued and unpaid interest, if
any.

       8. Offers to Purchase. Sections 4.15 and 4.16 of the Indenture provide
that, after certain Asset Sales (as defined in the Indenture) and upon the
occurrence of a Change of Control (as defined in the Indenture), and subject to
further limitations contained therein, the Company will make an offer to
purchase certain amounts of the Notes in accordance with the procedures set
forth in the Indenture.


                                      B-5
<PAGE>   131

       9. Denominations; Transfer; Exchange. The Notes are in registered form,
without coupons, in denominations of $1,000 and integral multiples of $1,000. A
Holder shall register the transfer of or exchange Notes in accordance with the
Indenture. The Registrar may require a Holder, among other things, to furnish
appropriate endorsements and transfer documents and to pay certain transfer
taxes or similar governmental charges payable in connection therewith as
permitted by the Indenture. The Registrar need not register the transfer of or
exchange of any Notes or portions thereof selected for redemption.

       10. Persons Deemed Owners. The registered Holder of a Note shall be
treated as the owner of it for all purposes.

       11. Unclaimed Money. If money for the payment of principal or interest
remains unclaimed for two years, the Trustee and the Paying Agent will pay the
money back to the Company. After that, all liability of the Trustee and such
Paying Agent with respect to such money shall cease.

       12. Discharge Prior to Redemption or Maturity. If the Company at any time
deposits with the Trustee U.S. Legal Tender or U.S. Government Obligations
sufficient to pay the principal of and interest on the Notes to redemption or
maturity and complies with the other provisions of the Indenture relating
thereto, the Company will be discharged from certain provisions of the Indenture
and the Notes (including certain covenants, but excluding its obligation to pay
the principal of and interest on the Notes).

       13. Amendment; Supplement; Waiver. Subject to certain exceptions, the
Indenture or the Notes may be amended or supplemented with the written consent
of the Holders of at least a majority in aggregate principal amount of the Notes
then outstanding, and any existing Default or Event of Default or noncompliance
with any provision may be waived with the written consent of the Holders of a
majority in aggregate principal amount of the Notes then outstanding. Without
notice to or consent of any Holder, the parties thereto may amend or supplement
the Indenture or the Notes to, among other things, cure any ambiguity, defect or
inconsistency, provide for uncertificated Notes in addition to or in place of
certificated Notes, or comply with Article Five or Six of the Indenture or make
any other change that does not adversely affect in any material respect the
rights of any Holder of a Note.

       14. Restrictive Covenants. The Indenture imposes certain limitations on
the ability of the Company and its Restricted Subsidiaries to, among other
things, incur additional Indebtedness, make payments in respect of its Capital
Stock or certain Indebtedness, enter into transactions with Affiliates, create
dividend or other payment restrictions affecting Subsidiaries, merge or
consolidate with any other Person, sell, assign, transfer, lease, convey or
otherwise dispose of all or substantially all of its assets or adopt a plan of
liquidation. Such limitations are subject to a number of important
qualifications and exceptions. The Company and Holdings must annually report to
the Trustee on compliance with such limitations.

       15. Successors. When a successor assumes, in accordance with the
Indenture, all the obligations of its predecessor under the Notes and the
Indenture, the predecessor will be released from those obligations.

       16. Defaults and Remedies. If an Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Notes then outstanding


                                      B-6
<PAGE>   132

may declare all the Notes to be due and payable in the manner, at the time and
with the effect provided in the Indenture. Holders of Notes may not enforce the
Indenture or the Notes except as provided in the Indenture. The Trustee is not
obligated to enforce the Indenture or the Notes unless it has received indemnity
reasonably satisfactory to it. The Indenture permits, subject to certain
limitations therein provided, Holders of a majority in aggregate principal
amount of the Notes then outstanding to direct the Trustee in its exercise of
any trust or power. The Trustee may withhold from Holders of Notes notice of any
continuing Default or Event of Default (except a Default in payment of principal
or interest) if it determines that withholding notice is in their interest.

       17. Trustee Dealings with Company. The Trustee under the Indenture, in
its individual or any other capacity, may become the owner or pledgee of Notes
and may otherwise deal with the Company, its Subsidiaries or their respective
Affiliates as if it were not the Trustee.

       18. No Recourse Against Others. No stockholder, director, officer,
employee or incorporator, as such, of the Company shall have any liability for
any obligation of the Company under the Notes or the Indenture or for any claim
based on, in respect of or by reason of, such obligations or their creation.
Each Holder of a Note by accepting a Note waives and releases all such
liability. The waiver and release are part of the consideration for the issuance
of the Notes.

       19. Authentication. This Note shall not be valid until the Trustee or an
Authenticating Agent manually signs the certificate of authentication on this
Note.

       20. Governing Law. The Laws of the State of New York shall govern this
Note and the Indenture, without regard to principles of conflict of laws.

       21. Abbreviations and Defined Terms. Customary abbreviations may be used
in the name of a Holder of a Note or an assignee, such as: TEN COM (= tenants in
common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with
right of survivorship and not as tenants in common), CUST (= Custodian), and
UIGIMIA (= Uniform Gifts to Minors Act).

       22. 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 Notes as a convenience to the Holders of the
Notes. No representation is made as to the accuracy of such numbers as printed
on the Notes and reliance may be placed only on the other identification numbers
printed hereon.

       23. Indenture. Each Holder, by accepting a Note, agrees to be bound by
all of the terms and provisions of the Indenture, as the same may be amended
from time to time.

       The Company will furnish to any Holder of a Note upon written request and
without charge a copy of the Indenture, which has the text of this Note in
larger type. Requests may be made to: Vice President, Legal Affairs and
Secretary, Del Monte Corporation, One Market Street @ The Landmark, San
Francisco, California 94105.


                                      B-7
<PAGE>   133

                [FORM OF NOTATION ON NOTE RELATING TO GUARANTEE]

                                    GUARANTEE


       Del Monte Foods Company ("Holdings") has unconditionally guaranteed on a
senior subordinated basis (such guarantee by Holdings being referred to herein
as the "Guarantee") (i) the due and punctual payment of the principal of and
interest on the Notes, whether at maturity, by acceleration or otherwise, the
due and punctual payment of interest on the overdue principal and interest, if
any, on the Notes, to the extent 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 set forth in Article Eleven of the Indenture and (ii)
in case of any extension of time of payment or renewal of any Notes or any of
such other obligations, that the same will be promptly paid in full when due or
performed in accordance with the terms of the extension or renewal, whether at
stated maturity, by acceleration or otherwise.

       The obligations of Holdings to the Holders of Notes and to the Trustee
pursuant to the Guarantee and the Indenture are expressly subordinated in right
of payment to the prior payment in full of all Guarantor Senior Debt (as defined
in the Indenture) of Holdings, to the extent and in the manner provided, in
Articles Eleven and Twelve of the Indenture, and reference is hereby made to
such Indenture for the precise terms of the Guarantee therein made.

       No stockholder, officer, director or incorporator, as such, past, present
or future, of Holdings shall have any liability under the Guarantee by reason of
his or its status as such stockholder, officer, director or incorporator.

       The Guarantee shall not be valid or obligatory for any purpose until the
certificate of authentication on the Notes upon which the Guarantee is noted
shall have been executed by the Trustee or an Authenticating Agent under the
Indenture by the manual signature of one of its authorized officers.

                                        DEL MONTE FOODS COMPANY



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



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


                                      B-8
<PAGE>   134

                                 ASSIGNMENT FORM


       If you the Holder want to assign this Note, fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Note to:

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

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

--------------------------------------------------------------------------------
                  (Print or type name, address and zip code and
                  social security or tax ID number of assignee)

and irrevocably appoint __________, agent to transfer this Note on the books of
the Company. The agent may substitute another to act for him.

Date:                                 Signed:
      --------------------------              ----------------------------------
                                                   (Sign exactly as your name
                                                   appears on the other side of
                                                   this Note)

Signature Guarantee:
                     -------------------


                                      B-9
<PAGE>   135

                      [OPTION OF HOLDER TO ELECT PURCHASE]


       If you want to elect to have this Note purchased by the Company pursuant
to Section 4.15 or Section 4.16 of the Indenture, check the appropriate box:

              Section 4.15 [ ]
              Section 4.16 [ ]

       If you want to elect to have only part of this Note purchased by the
Company pursuant to Section 4.15 or Section 4.16 of the Indenture, state the
amount you elect to have purchased:

$
 -----------------------------------


Dated:
      -------------------------------         ----------------------------------
                                                   NOTICE: The signature on this
                                                   assignment must correspond
                                                   with the name as it appears
                                                   upon the face of the within
                                                   Note in every particular
                                                   without alteration or
                                                   enlargement or any change
                                                   whatsoever and be guaranteed
                                                   by the endorser's bank or
                                                   broker.

Signature Guarantee:
                     ---------------------


                                      B-10
<PAGE>   136

                                                                       Exhibit C

                               Form of Certificate

                                                                 ----------,----

Bankers Trust Company
[Address]
Attention: [Corporate Trust Department]

                    Re: Del Monte Corporation (the "Company")
             9 1/4% Senior Subordinated Notes due 2011 (the "Notes")

Dear Sirs:

       This letter relates to U.S. $        principal amount of Notes
represented by a Note (the "Legended Note") which bears a legend outlining
restrictions upon transfer of such Legended Note. Pursuant to Section 2.15 of
the Indenture dated as of May 15, 2001 (the "Indenture") relating to the Notes,
we hereby certify that we are (or we will hold such securities on behalf of) a
person outside the United States to whom the Notes could be transferred in
accordance with Rule 904 of Regulation S promulgated under the U.S. Securities
Act of 1933. Accordingly, you are hereby requested to exchange the legended
certificate for an unlegended certificate representing an identical principal
amount of Notes, all in the manner provided for in the Indenture.

       You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Holder]


                                        By:
                                           -------------------------------------
                                                   Authorized Signature


                                      C-1
<PAGE>   137

                                                                       Exhibit D

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S


                                                               -----------, ----

Bankers Trust Company

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

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

Attention:
          --------------

        Re:    Del Monte Corporation (the "Company")
               9 1/4% Senior Subordinated Notes due 2011
               (the "Notes")

Ladies and Gentlemen:

       In connection with our proposed sale of $_________ aggregate principal
amount of the Notes, we confirm that such sale has been effected pursuant to and
in accordance with Regulation S under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), and, accordingly, we represent that:

              (1) the offer of the Notes was not made to a person in the United
       States;

              (2) either (a) at the time the buy offer was originated, the
       transferee was outside the United States or we and any person acting on
       our behalf reasonably believed that the transferee was outside the United
       States, or (b) the transaction was executed in, on or through the
       facilities of a designated off-shore securities market and neither we nor
       any person acting on our behalf knows that the transaction has been
       pre-arranged with a buyer in the United States;

              (3) no directed selling efforts have been made in the United
       States in contravention of the requirements of Rule 903(b) or Rule 904(b)
       of Regulation S, as applicable;

              (4) the transaction is not part of a plan or scheme to evade the
       registration requirements of the Securities Act; and

              (5) we have advised the transferee of the transfer restrictions
       applicable to the Notes.


                                      D-1
<PAGE>   138

       You and the Company are entitled to rely upon this letter and are
irrevocably authorized to produce this letter or a copy hereof to any interested
party in any administrative or legal proceedings or official inquiry with
respect to the matters covered hereby. Terms used in this certificate have the
meanings set forth in Regulation S.

                                        Very truly yours,

                                        [Name of Transferor]



                                        By:
                                             -----------------------------------
                                             Authorized Signature


Signature Guarantee:
                    --------------------


                                      D-2
<PAGE>   139

                             SCHEDULE 1 TO INDENTURE

                           Assets Held for Disposition

<TABLE>
<CAPTION>
                                                                            APPROXIMATE
LOCATION                                                                       SIZE
--------                                                                    -----------
<S>                                                                         <C>
Woodland, CA                                                                481k sq. ft
    Plant #23                                                               40.2 acres

Stockton, CA                                                                446k sq. ft
    Plant #33                                                               31.0 acres

LaGrande, OR                                                                23k sq. ft
    Plant #181                                                              3.7 acres

Walnut Creek Research Center                                                95k sq. ft

Any one of the Company's other production facilities                           Range:
    (excluding the Modesto, CA and Hanford, CA facilities)                  135k sq. ft
                                                                                 to
                                                                            359k sq. ft
</TABLE>

                                      D-3